Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  

10. Commitments




Certain license arrangements require minimum royalty payments. As of December 31, 2020, future minimum payments under these arrangements are as follows:


Years ending December 31,   (in thousands)  
2021   $ 60  
2022     60  
2023     50  
2024     50  
2025     50  
Thereafter     210  
Total minimum payments   $ 480  


Royalty payment amounts may be greater than the minimum required payment amounts based on the negotiated royalty rates. If the Company sublicenses the intellectual property that is licensed from the licensor and the Company receives any royalty payment under, or with respect to, such sublicense, the Company is obligated to pay the licensor an agreed upon percentage of any such payments. Under the terms of these license agreements, the Company is required to reimburse the licensor for costs incurred by the licensor associated with patent filing, prosecution and maintenance. The Company may terminate these license agreements for any reason, upon giving the licensor either 60 or 90 days’ written notice, depending on the agreement.


Under the license agreements described above, the Company incurred royalty expense of less than $0.01 million for each of the years ended December 31, 2020 and 2019.


Technical Service and Training Agreements

The Company is a party to agreements with a university under which the Company may receive technical and training services. Pursuant to the terms of the amended agreements, the Company incurred expense of approximately less than $0.01 million for technical research services during the years ended December 31, 2020 and 2019, respectively.


Software License Agreements


The Company is a party to a Master Services and Licensing Agreement (as amended, the “Master Software Agreement”) with Merge Healthcare Canada Corp. f/k/a Cedara Software Corp. (“Merge”) under which the Company may internally perform development, maintenance and support of its ClearPoint system software that was originally developed for the Company by Merge, utilizing certain of its own pre-existing software code. Under the Master Software Agreement, the Company received a non-exclusive, worldwide license to Merge’s software code, in exchange for which the Company agreed to pay Merge a license fee for each copy of the ClearPoint system software that the Company sells in which the Merge code is embedded, subject to a minimum license purchase commitment (the “Minimum License Purchase”) that the Company satisfied in 2013. The per license cost is charged to costs of sales based on the Company’s sales of the ClearPoint system software in which the Merge code is embedded. The Company will have an obligation to pay Merge a license fee for each copy of the ClearPoint system software in which the Merge code is embedded that the Company sells in excess of the licenses it purchased under the Minimum License Purchase.


In connection with the development of the Company’s most recent software platform (“ClearPoint version 2.0”), the Company entered into two additional agreements under which it received worldwide, non-exclusive licenses to software code related to certain functional elements of ClearPoint version 2.0, for which the Company is committed to pay royalties for each copy of its ClearPoint version 2.0 system sold, or in certain cases, loaned by to end-users.


Royalties incurred by the Company under the software license agreements described above during each of the years ended December 31, 2020 and 2019 amounted to $0.01 million.


Minimum Purchase Commitments


The Company is party to a license and collaboration agreement, and related distribution agreements, with a third-party under which the parties will collaborate on developing a system that integrates their current stand-alone systems. The agreements subject the Company to minimum purchase commitments for the systems and related disposable products for a minimum of five years following the date the integrated system and related disposable products are commercially available, which has not yet occurred.


Cardiac EP Business Participation Plan


The Company is party to agreements under which it may provide a key product development advisor and consultant with financial rewards in the event that the Company sells its business operations relating to catheter-based MRI-guided cardiac ablation to treat cardiac arrhythmias (“Cardiac EP Operations”). In the event the Company sells its Cardiac EP Operations, whether on a stand-alone basis or as part of the sale of the Company, the participant will receive a payment under the plan equal to: (i) the transaction value paid for or allocated to the Cardiac EP Operations in the sale, multiplied by (ii) the participant’s “participation interest” at the time of the sale. The participant was initially awarded a participation interest of 6.6%. However, pursuant to the terms of the plan, the participation interest is equitably reduced from time to time to take into account equity financing transactions in which the Company issues shares of its common stock, or securities convertible into shares of its common stock, in exchange for cash proceeds. At December 31, 2020, the participation interest was 0.29%. The plan will terminate in June 2025.


Employment Agreements


The Company has employment agreements with its executive officers that, among other provisions customary for agreements of this nature, provide for severance payments in the event the Company terminates an officer’s employment without cause. The agreements also provide for certain payments in connection with a change of control transaction and a termination of employment following a change of control transaction.


Key Personnel Incentive Program


Under the terms of the Company’s Key Personnel Incentive Program (as amended, “KPIP”), two participants, one a consultant to the Company and a former non-employee director of the Company, and the other a former employee of the Company, will each be entitled to receive a $1.0 million payment in the event of a sale of the Company. In addition, one of the participants will be entitled to receive a payment equal to $0.7 million in the event the net proceeds from a sale of the Company exceed $50.0 million. If a sale of the Company has not occurred by December 31, 2025, the KPIP will terminate.