Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
The Company received the purchase price of
Under the Royalty Purchase Agreement, DRI is entitled to royalty payments on net
sales of OMIDRIA received between
DRI is not entitled to carry-forward nor recoup any shortfall if the royalties paid by Rayner for an annual period are less than the cap amount applicable to that period. Omeros will retain all royalties received during a given annual period in excess of the respective cap. DRI has no recourse to Omeros' assets other than the Purchased Receivables and is entitled to payment for the Purchased Receivables only to the extent of royalty payments actually received, up to the previously described annual caps.
Royalty payments, as received from Rayner, will be allocated between the Company and the Purchaser each month based on the amount to which DRI is entitled. Monthly caps are determined by dividing the annual cap amount by 12 or, in the case of the partial calendar year 2022, by four, and are subject to intra-year catch-up mechanisms.
The Royalty Purchase Agreement contains other customary terms, conditions and
agreements, including representations, warranties and indemnity provisions.
Given that this is a partial sale of OMIDRIA royalties, there are no asset
pledges or financial covenants. The Royalty Purchase Agreement will terminate on
the the earlier of (i)
The foregoing is a brief description of the material terms of the Royalty
Purchase Agreement and does not purport to be a complete description of the
rights and obligations thereunder. A copy of the Royalty Purchase Agreement will
be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to the "safe harbor" created by those sections for such statements. All statements other than statements of historical fact are forward-looking statements, which are often indicated by terms such as "anticipate," "believe," "could," "estimate," "expect," "goal," "intend," "likely," "look forward to," "may," "objective," "plan," "possible," "potential," "predict," "project," "should," "slate," "target," "will," "would" and similar expressions and variations thereof. Forward-looking statements, including projections of future royalties payable based on net sales of OMIDRIA, are based on management's beliefs and assumptions and on
information available to management only as of the date hereof. The Company's
actual results could differ materially from those anticipated in these
forward-looking statements for many reasons, including, without limitation,
risks associated with product commercialization and commercial operations,
regulatory processes and oversight, payment and reimbursement policies
applicable to OMIDRIA, and the risks, uncertainties and other factors described
under the heading "Risk Factors" in the Company's Annual Report on Form 10-K
filed with the
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