RVL Pharmaceuticals Inc. entered into the First Amendment to License Agreement with Santen Pharmaceutical Co. Ltd., amending the License Agreement, dated July 28, 2020, by and between RVL and Licensee. 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.

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.