Item 1.01 Entry into a Material Definitive Agreement.
On March 29, 2022, RVL Pharmaceuticals, Inc. ("RVL"), a wholly owned subsidiary
of RVL Pharmaceuticals plc, entered into the First Amendment to License
Agreement (the "Amendment") with Santen Pharmaceutical Co. Ltd. ("Licensee"),
amending the License Agreement, dated July 28, 2020, by and between RVL and
Licensee (the "License Agreement"). Pursuant to the License Agreement, RVL
granted Licensee exclusive development, registration, and commercialization
rights to Upneeq for the treatment and alleviation of ptosis, or droopy or
low-lying eyelids, in Japan, China, and other Asian countries, as well as
certain EMEA countries (collectively, the "Territory").
Under the terms of the Amendment, effective March 31, 2022, RVL is entitled to
receive an upfront cash payment of $15.5 million and the remaining developmental
and regulatory cash milestone payments were removed. Pursuant to the terms of
the Amendment, new developmental and regulatory cash milestone payments with an
aggregate value of up to $1.0 million will be payable to RVL. In addition, the
Territory was expanded to include additional EMEA countries and Canada, and
during the first five years following the effective date of the Amendment,
Licensee was granted an option to expand the Territory to include Russia,
subject to additional upfront and milestone payments of $2.0 million and $1.0
million, respectively. Further, under the terms of the Amendment, if RVL desires
to enter into an agreement to license certain rights related to the License
Agreement to a third party in Russia, then Licensee will have a right to
exercise an option to expand the Territory to include Russia or to match the
terms of the agreement with the third party.
The foregoing description of the Amendment does not purport to be complete and
is subject to and qualified in its entirety by reference to the full text of the
Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Amendment to License Agreement, effective as of March 31, 2022, by and
between RVL Pharmaceuticals, Inc. and Santen Pharmaceutical Co. Ltd.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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