Zymeworks Inc. 8K

Zymeworks Inc. filed the form of a Contingent Value Rights Agreement that will grant Theravance Biopharma securityholders non-transferable CVRs tied to future ampreloxetine licensing, milestone, and royalty payments in connection with their planned 2026 merger.

The filing contains the form of a Contingent Value Rights (CVR) Agreement that will govern additional contingent cash consideration payable to Theravance Biopharma, Inc. securityholders in connection with a planned merger in which Zymeworks Inc., through its Cayman Islands subsidiary Zymeworks Merger Sub I, will acquire Theravance pursuant to a June 28, 2026 Merger Agreement. Under this CVR structure, each Theravance ordinary share and certain equity awards will receive one non-transferable CVR that can entitle holders, subject to numerous conditions, to a pro rata share of specified future cash flows derived from the ampreloxetine program: (i) 80% of defined Net License Proceeds from qualifying monetization transactions for any “CVR Product” (ampreloxetine-based therapeutics) executed before a ten-year license expiration date; (ii) a fixed First Commercial Sale milestone payment of $50 million in the aggregate (implied by footnote) if any CVR Product achieves a first commercial sale in a defined Major Market on or before that expiration date; and (iii) a 10% royalty on defined Net Sales of CVR Products during a country-by-country royalty term tied to patent life, regulatory exclusivity, or ten years from first commercial sale. The agreement also sets out detailed calculation mechanics (Net Sales, Net License Proceeds, Permitted Deductions, royalty base), payment timing and procedures, tax treatment and withholding rules (including Section 409A limitations that can cause certain equity-related CVRs to lapse after five years), non-certificated and largely non-transferable nature of the CVRs, and the rights, limitations, and indemnification of the Rights Agent that will administer the CVR register and distributions. Importantly, Zymeworks disclaims any obligation to pursue, license, develop, or commercialize the CVR Product to generate payments, emphasizes that CVR payments are speculative and not guaranteed, and clarifies that the CVRs convey no voting, dividend, or equity interest in Zymeworks or its subsidiaries.

Filing Facts

CIK

1937653

Ticker

ZYME

Form

8K

Source Type

sec

Accession

0001193125-26-286829

Alert Tier

8