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Subsequent Event
9 Months Ended
Sep. 30, 2023
Subsequent Event  
Subsequent Event

18. Subsequent Event

On November 1, 2023, the Company, through its wholly-owned subsidiary Cara Royalty Sub, LLC, a Delaware limited liability company, or Royalty Sub, entered into the HCR Agreement, with HCRX Investments Holdco, L.P., a Delaware limited partnership and Healthcare Royalty Partners IV, L.P., a Delaware limited partnership, or collectively HCR, pursuant to which Royalty Sub sold, or agreed to sell, to HCR certain of its rights to receive royalty payments, or the Royalties, due and payable to Royalty Sub (as assignee of the Company) under the Maruishi Agreement and Vifor Agreement No. 2., collectively the Covered License Agreements, in exchange for up to $40,000. Vifor Agreement No. 2 and the Royalties thereunder shall be retained by the Company until the Company has received the First Milestone Payment (as defined below). The Company has retained all of its right, title and interest in, to and under the Covered License Agreements that relate to any non-intravenous formulation of difelikefalin.

Under the terms of the HCR Agreement, Royalty Sub received an upfront payment of $17,500, less certain expenses. The terms of the HCR Agreement provide for an additional (a) $20,000 milestone payment, or the First Milestone Payment, to Royalty Sub if, prior to December 31, 2023, pricing for Kapruvia® (difelikefalin) in Germany is approved above a certain threshold amount per dose and (b) $2,500 milestone payment to Royalty Sub upon achievement of a 2024 sales milestone of KORSUVA in Japan.

The HCR Agreement will automatically expire, and the payment of Royalties to HCR will cease, when HCR has received payments of Royalties equal to two times the aggregate amount of payments made by HCR under the HCR Agreement, or the 2029 Threshold, if the 2029 Threshold is achieved on or prior to December 31, 2029, or 2.8 times the aggregate amount of payments made by HCR under the HCR Agreement, if the 2029 Threshold is not achieved on or prior to December 31, 2029. After the HCR Agreement expires, all rights to receive the Royalties return to Royalty Sub.