Kala Bio confirms terms of exclusive Virotek eye genetic testing distribution deal

Kala Bio, Inc. entered into an Exclusive Distribution and Reseller Agreement with Virotek, Inc., a Wyoming corporation, on September 3, 2026, according to a Form 8-K filed with the SEC.

Under the deal, Virotek appointed Kala as the sole and exclusive distributor and reseller of a genetic testing and screening program for ophthalmology in the United States for the term of the Agreement.¹ That status is not guaranteed for the full term. The exclusive appointment depends on Kala hitting a milestone spelled out in Exhibit B of the agreement by September 3, 2027, and if Kala misses it, the arrangement shifts to non-exclusive after a 30-day window to cure the shortfall.¹

The program's scope can widen over time. It initially covers genetic testing and clinical screening for ophthalmology, but the parties may expand into additional verticals by mutual written agreement.¹ Under the division of labor, Kala is responsible for all commercial development of the Program, while Virotek is responsible for delivery and administration of the Program.¹ Any sub-resellers Kala signs up must first agree in writing to terms Virotek approves before they can sell or place orders, per the filing.

On economics, net profit is split equally between Virotek and Kala after the cost of goods sold is recovered in full by Virotek, though that split may be prospectively varied by mutual written agreement and is reviewed monthly.¹

Kala also holds a right of first refusal on any proposed sale, exclusive license, or other disposition by Virotek to a third party of any Ophthalmological Product, with at least 30 days to exercise the right.¹

The agreement's initial term runs five years from the September 2026 start date and can be extended if both parties agree in writing at least 180 days before expiration. Either side may terminate right away for an uncured material breach after 30 days' notice, insolvency or bankruptcy, or the loss of a required license, accreditation, or Nasdaq listing that isn't restored within 60 days.