Item 1.01 Entry into a Material Definitive Agreement.

In connection with the entering into of a confidential settlement (the "Settlement") of the lawsuit filed by Zyla Life Sciences ("Zyla" or the "Company") on August 7, 2019, in the Court of Chancery of the State of Delaware against iCeutica Inc. and iCeutica Pty Ltd. (together, "iCeutica"), the Company entered into a Second Amended and Restated Nano-Reformulated Compound License Agreement (the "Amended Agreement"). The Amended Agreement, among other things, (i) eliminates Zyla's obligations to reimburse iCeutica for ex-U.S. patents costs in return for a fixed, annual license fee, which is subject to reduction if Zyla terminates its rights to one or more of the licensed products; (ii) limits Zyla's diligence obligations to commercialize licensed products to the United States; (iii) terminates Zyla's rights under the license agreement to naproxen compounds and provides for the transfer by Zyla to iCeutica of certain assets solely related to naproxen compounds; and (iv) permits the Company to terminate the license agreement for convenience, in its entirety or on a compound-by-compound basis.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which the Company expects to file as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, for which the Company intends to seek confidential treatment for certain terms and provisions.




Item 8.01 Other Events.

The Settlement referred to above, which was entered into on January 27, 2020, provides for, among other things, (i) the dismissal of the lawsuit with prejudice, (ii) the reimbursement by the Company of certain costs incurred by iCeutica during 2019 to prepare, prosecute and maintain certain patent applications and patents; (iii) the entry by the parties into the Amended Agreement; and (iv) the entry into mutual releases related to the subject matter of the lawsuit.

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