Zymeworks-Theravance merger CVR agreement details milestone and royalty terms

Theravance Biopharma filed a contingent value rights agreement dated September 22, 2026, between Zymeworks Inc., described as "Parent," and Computershare Inc. and its affiliate Computershare Trust Company, N.A., acting jointly as Rights Agent. The agreement states it was entered into as part of a merger under an Agreement and Plan of Merger dated June 28, 2026, in which a Zymeworks merger subsidiary will merge into Theravance Biopharma, with Theravance surviving as a wholly owned subsidiary of Zymeworks.¹

Under the terms, holders of ordinary shares outstanding immediately before the merger's effective time, including holders of company options, RSU awards and PSU awards, are entitled to receive contingent payment rights as set out in the merger agreement.¹ Each CVR product is defined as any therapeutic product containing ampreloxetine or related salts, esters, prodrugs, metabolites, or other forms.¹

The agreement specifies that the first commercial sale milestone payment equals $0.93 per CVR¹, tied to the first commercial sale of any CVR product in any major market, provided the sale occurs on or before the license expiration date.¹ Major markets are defined as the United States, United Kingdom, Spain, France, Germany and Italy.¹ The license expiration date is set at ten years after the closing date.¹

Royalty payments are calculated as ten percent of aggregate net sales of CVR products during the applicable period.¹ The document also notes that CVR holders' rights are nontransferable, except through a permitted transfer as defined in the agreement,¹ and that Parent makes no guarantees that any license proceeds or royalties will become payable, that a CVR product license will be executed, or that a first commercial sale milestone will occur.¹ The CVR framework references a separate July 13, 2022 agreement between Theravance Biopharma and Royalty Pharma Investments 2019 ICAV that remains relevant to royalty deductions under the new structure.