License Agreement and Asset Acquisition

9 Months Ended

Sep. 30, 2025

License Agreement

In August 2025, we entered into a global license agreement with Saniona to obtain exclusive worldwide rights to develop SAN2355, a highly differentiated, subtype-selective Kv7.2/Kv7.3 activator in preclinical development for epilepsy and other potential indications, designed to overcome the limitations of non-selective Kv7-targeting compounds. Under the terms of the agreement, we made an upfront payment of $42.5 million to Saniona, which was recorded as acquired IPR&D expense in our consolidated statements of income (loss) for the three and nine months ended September 30, 2025. Saniona is eligible to receive development, regulatory and commercial milestone payments of up to $992.5 million and, if SAN2355 is approved, a tiered, mid-single digit to low-double digit royalty on our net sales of SAN2355.

Asset Acquisition

In April 2025, we acquired the entire issued share capital of Chimerix at a price of $8.55 per share, payable in cash at closing, representing a total cash consideration of $944.2 million, funded with our cash and cash equivalents. As a result of this, Chimerix became an indirect wholly owned subsidiary of the Company. The acquisition of Chimerix was accounted for as an asset acquisition because it did not meet the definition of a business.

The total consideration paid and the allocation to assets acquired and liabilities assumed was (in thousands):


Consideration
Cash consideration to acquire Chimerix’s outstanding common stock	$	802,023
Cash consideration for Chimerix’s outstanding equity awards	142,131
Total cash consideration paid to Chimerix	944,154
Transaction costs	13,237
Total consideration	$	957,391

Assets Acquired and Liabilities Assumed
Cash	$	99,338
In-process research and development	905,362
Accrued liabilities	(53,066)
Other assets and liabilities	5,757
Total net assets acquired	$	957,391

The value attributed to in-process research and development related to Modeyso and was expensed as it was determined to have no alternative future use at the time of the acquisition.