15.

Commitments and contingencies

November 26, 2018,

the Company entered into a Development and Supply Agreement and, as part of this agreement, the Company has contingent future outflows as follows:

○

payment: At the later of the achievement of a future milestone event or

September 12, 2019,

can decide to receive payment as follows:

○

$3,000,000

in cash

○

$1,500,000

in cash and

$1.95

million in equity

○

payment: At the later of the achievement of a future milestone or

February 19, 2020 -

$2,000,000

in cash.

○

payment: At the later of the achievement of a future milestone event or

September 12, 2019,

can decide to receive payment as follows:

○

$3,000,000

in cash

○

$1,500,000

in cash and

$1.95

million in equity

○

payment: At the later of the achievement of a future milestone or

February 19, 2020 -

$2,000,000

in cash.

As of

December 31, 2020,

all milestones had been met and paid.

May 10, 2018,

the Company entered into a Development, Commercialization and Exclusive Distribution Agreement. As part of the agreement, the Company is required to make the following future milestone payments:

•

payment:

$3,500,000

in cash payment upon the achievement of future development milestones.

•

payment:

$3,500,000

in equity based on the number of the Company's common stock determined by dividing the amount due by the VWAP of the Company's common stock on the NYSE American exchange over the

trading days prior to the achievement of the milestone event.

As of

December 31, 2020,

neither of the future development milestones related to the above agreement has been met.

November 1, 2019,

Heska Corporation (“Heska”) filed a complaint for damages and injunctive relief (the “Complaint”) in the United States District Court for the Middle District of North Carolina, Case

1:19

-cv-

01108

-LCB-JLW, against Qorvo US, Inc. (“Qorvo US”), Qorvo Biotechnologies, LLC (“Qorvo Biotech” and, together with Qorvo US, “Qorvo”) and us (collectively with Qorvo, the “Defendants”) which was amended on

November 22, 2019.

The amended Complaint alleges, among other things, that the Defendants improperly obtained Heska's trade secrets and confidential information and/or conspired to use improper means to misappropriate Heska's trade secrets related to an instrument and related consumable products for performing immunoassay analysis of biomarkers and other substances. The amended Complaint seeks compensatory and exemplary damages, as well as preliminary and permanent injunctive relief to prevent the Defendants from commercializing our TRUFORMA

diagnostic instrument. On

January 21, 2020,

the Defendants filed a motion seeking dismissal of the Complaint. On

February 11, 2020,

Heska filed its response to the Defendants' motion to dismiss to which the Defendants responded on

February 25, 2020.

Heska subsequently moved to strike a portion of the Defendants' response. On

September 30, 2020,

the court denied the Defendants' motion to dismiss and granted Heska's motion to strike. On

October 14, 2020

the Defendants filed their answer to the amended Complaint. The Company believes that the allegations in the amended Complaint have

merit and will

not

have a material adverse effect on our business, results of operations or financial condition.

Under the terms of the Development and Supply Agreement, dated

November 26, 2018,

by and between Qorvo Biotech and the Company (as amended, the “Qorvo Agreement”), Qorvo Biotech agreed to indemnify us and certain related parties against claims alleging infringement or misappropriation of

third

-party intellectual property rights, subject to certain limitations and exceptions. Qorvo Biotech has notified us that Qorvo Biotech has assumed the defense of the amended Complaint and will indemnify us for losses arising from the amended Complaint in accordance with the terms of the Qorvo Agreement. Qorvo Biotech has further advised us that it intends to mount a vigorous defense to the claims in the amended Complaint, and that it believes the allegations contained in the amended Complaint are without merit.