Rayner Surgical Inc. entered into an asset purchase agreement to acquire OMIDRIA Franchise from Omeros Corporation (NasdaqGM:OMER) for approximately $330 million on December 1, 2021. Pursuant to the terms, Rayner Surgical will pay an upfront consideration of $125 million, subject to adjustments. Omeros Corporation will receive a royalty of 50% of the net revenue from sales of OMIDRIA in the United States between the closing date and the earlier of January 1, 2025 or the payment of the $200 million milestone. After such date, Omeros Corporation will receive a royalty of 30% of the net revenue from sales of OMIDRIA in the United States until the expiration or termination of the last issued and unexpired patent with respect to OMIDRIA in the United States. Omeros Corporation will also receive a royalty of 15% of the net revenue from sales of OMIDRIA outside the United States on a country-by-country basis between the closing date and the expiration or termination of the last issued and unexpired patent with respect to OMIDRIA in such country. Commercial and sales teams will be retained by Rayner Surgical. The transaction is subject to customary closing conditions including expiration or termination of the applicable waiting or suspension period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is expected to complete on or around December 31, 2021. Rothschild & Co acted as financial advisor; Adam Golden, Charles Hayes, Victoria Sigeti, Maj Vaseghi, Claude Stansbury, Kyle Larkin, Alexander Mitchell and Brian Lewis of Freshfields Bruckhaus Deringer LLP acted as legal advisor; PWC acted as accountant and LEK Associates, Avalere Health and Emmetropes acted as consultant for Rayner.