Opening the filing
8-K
On October 1, 2026, the Company and Viatris amended and restated the Original Purchase Agreement in its entirety (as so amended and restated, the "Purchase Agreement"). Under the Purchase Agreement, Viatris retains the rights to commercialize TYRVAYA in Japan, and the assets acquired by the Company exclude those rights. In connection with Viatris’s retention of the Japanese rights, the parties also agreed to eliminate the post-Closing purchase price adjustment based on net working capital that was provided for in the Original Purchase Agreement, with the result that the cash consideration paid at the Closing was fixed at $30.0 million. The contingent milestone payments and the other principal terms of the Original Purchase Agreement were not changed in any material respect.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Pursuant to the Purchase Agreement, the Company agreed to acquire rights to TYRVAYA in all countries of the world other than Japan. The assets acquired include the related new drug application and other regulatory approvals, intellectual property, technology, inventory and related contracts (collectively, the "Acquired Assets"), and the Company agreed to assume certain specified liabilities relating to the Acquired Assets (the "Assumed Liabilities").
On October 1, 2026, the Company completed the acquisition of the Acquired Assets and assumed the Assumed Liabilities (the "Closing").
At the Closing, the Company paid Viatris $30.0 million in cash, funded with cash on hand. Pursuant to the Purchase Agreement, the Company is also obligated to pay Viatris up to $70.0 million in contingent milestone payments upon the achievement of specified net sales thresholds for TYRVAYA over twelve-month measurement periods ending on or before December 31, 2029.
In connection with the Closing, the Company and Viatris also entered into certain ancillary agreements, including a transition services agreement, intellectual property assignment agreements and a letter agreement relating to TYRVAYA in Japan (the "Side Letter"), under which Viatris is obligated to pay the Company tiered royalties on annual net sales of TYRVAYA in Japan and the parties agreed to negotiate a collaboration or similar agreement governing Viatris’s research, development, manufacture and commercialization of TYRVAYA in Japan and the related exchange of data and intellectual property.
The foregoing description of the Purchase Agreement is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Purchase Agreement. The Company will file the Purchase Agreement as an exhibit to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026.
Item 7.01. Regulation FD Disclosure.