iCAD, INC. (NASDAQ:ICAD) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On December16, 2016, iCAD, Inc., a Delaware corporation (the
Company) entered into an Asset Purchase Agreement (the Purchase
Agreement) between the Company and Invivo Corporation, a Delaware
corporation (the Buyer).

Upon the closing of the transactions contemplated by the Purchase
Agreement (the Closing Date), the Company will sell and convey to
Buyer all right, title and interest to certain intellectual
property relating to the VersaVue Software and the DynaCAD
product and related assets (the Assets). to the Purchase
Agreement, Buyer and Seller will also terminate the License
Agreement dated as of July16, 2012, as amended, by and between
the Buyer and Seller (the Existing License Agreement). The
closing is expected to occur on the later of (a)January31, 2017
or (b)the third business day following the date on which all of
the conditions set forth in Article VI of the Purchase Agreement
have been satisfied or waived. If the closing does not occur on
or before February15, 2017, either party has the right to
terminate.

The Purchase Agreement provides for a purchase price for the
Assets of $3,200,000 less a holdback reserve amount of $350,000
plus any holdback payments that may be payable beginning eighteen
months following the Closing Date based upon whether any amounts
are due and payable to certain Buyer Indemnified Persons (as
defined in the Purchase Agreement) in connection with Article VII
of the Purchase Agreement.

The Purchase Agreement contains customary representations,
warranties and covenants, and the transaction contemplated by the
Purchase Agreement is subject to customary closing conditions.
The Company and the Buyer have each agreed to indemnify the other
for damages arising from the breach of its representations,
warranties, covenants or obligations in the Purchase Agreement.
The Company has also agreed to indemnify Buyer in connection with
any excluded liability (as defined in the Purchase Agreement);
the ownership, possession or operation of the Assets by the
Company or any action (as defined in the Purchase Agreement) with
respect to or arising from any Assets delivered, installed or
used prior to the Closing Date; any taxes (as defined in the
Purchase Agreement) relating to or arising in connection with the
transfer of the Assets; the failure of the Company to comply
with, or perform any of its obligations under the Existing
License Agreement prior to the Closing Date or any provisions of
such Existing License Agreement that survive following the
Closing Date; and the failure of the Company or any affiliates
(as defined in the Purchase Agreement) to comply with any laws
applicable to the import or export of certain acquired software
(as defined in the Purchase Agreement) in the United States,
Canada and the European Union.

On the Closing Date, the parties intend to enter into a
Cross-License Agreement related to certain software and a
Transition Services Agreement.

About iCAD, INC. (NASDAQ:ICAD)