On May 22, 2020, Conformis, Inc. (“Conformis”) entered into a Settlement and License Agreement (the “Settlement and License Agreement”) with Zimmer Biomet Holdings, Inc., Zimmer, Inc., Zimmer US, Inc. and Biomet Manufacturing, LLC (collectively, “Zimmer”), to which the parties have agreed to terms for resolving all of their existing patent disputes.

to the Settlement and License Agreement, Conformis and Zimmer have agreed to terms for dismissal by them of all outstanding litigation and have agreed not to commence litigation in the future with respect to Conformis\’ commercialized knee and hip replacement products and Zimmer\’s commercialized knee, shoulder and hip replacement products. Additionally, Conformis and Zimmer have cross-licensed their respective technology.

Conformis has granted to Zimmer a royalty-free, non-exclusive, worldwide license to certain patents for the exploitation of patient-specific or partially patient-specific instrumentation for knee, shoulder or hip replacement. Zimmer has granted to Conformis a fully paid-up, royalty-free, non-exclusive, worldwide license to certain patents for the exploitation of implants and patient-specific instruments for knee replacement.

Zimmer is required to pay Conformis $3.5 million within 30 days and additional payments on specified dates through January 15, 2021, for a total amount payable of $9.6 million, in consideration of the licenses, releases and other immunities granted by Conformis to Zimmer. No payment is due from Conformis to Zimmer.

The foregoing description of the Settlement and License Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement and License Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

On May 28, 2020, Conformis issued a press release announcing the settlement with Zimmer and entry into the Settlement and License Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information furnished in this Item 8.01, including the press release attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

*Furnished herewith

^Certain portions of this exhibit have been omitted because they are not material and would likely cause competitive harm to the Registrant if disclosed.

Conformis Inc Exhibit
EX-10.1 2 ex10_1xctrxconformisxzdocx.htm EXHIBIT 10.1 Exhibit Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company,…
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About Conformis, Inc. (NASDAQ:CFMS)

ConforMIS, Inc. is a medical technology company that uses its iFit Image-to-Implant technology platform to develop, manufacture and sell joint replacement implants. The Company’s products include iTotal CR, which is the cruciate-retaining, customized total knee replacement system to restore the natural shape of a patient’s knee; iTotal PS, which is the posterior cruciate ligament substituting, or posterior-stabilized, customized total knee replacement product to restore the natural shape of a patient’s knee; iDuo, which is the customized bicompartmental knee replacement system, and iUni, which is the customized unicompartmental knee replacement product for treatment of the medial or lateral compartment of the knee. Its iFit technology platform comprises three elements: iFit Design, iFit Printing and iFit Just-in-Time Delivery. The Company markets and sells its products in the United States, Germany, the United Kingdom, Austria, Ireland, Switzerland, Singapore and Hong Kong.