Commitments and Contingencies |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2025 | |||
| Commitments and Contingencies [Abstract] | |||
| Commitments and Contingencies |
Apexian Sublicense Agreement
On January 21, 2020, the Company entered into a sublicense agreement with Apexian Pharmaceuticals, Inc., pursuant to which it obtained exclusive worldwide patent and
other intellectual property rights. In exchange for the patent and other intellectual rights, the Company agreed to certain milestone payments and royalty payments on future sales (See Note 9 – Apexian Sublicense Agreement). As of December 31,
2025, there was sufficient uncertainty with regard to any future cash milestone payments under the sublicense agreement that no liabilities were recorded related to the sublicense agreement.
University of Pennsylvania LCA5/RDH12 License Agreement
On June 15, 2022, Opus entered into an amended and restated license agreement (the “LCA5/RDH12 Agreement”) with the Trustees of the
University of Pennsylvania (“Penn”) pursuant to which it was granted an exclusive, royalty-bearing license to certain patents and a non-exclusive license to certain information relating to products directed towards treatment or correction of
mutation of the LCA5 or RDH12 genes. In return for these rights, the Company is obligated to make certain development, regulatory and commercial milestone payments up to a maximum potential aggregate amount of $2.6 million and royalty payments on future net sales of such products. Until the Company is required to pay royalties under the LCA5/RDH12
Agreement, the Company must pay a de minimis annual license maintenance fee to Penn. The Company is also obligated to make payments on any sublicense income, with such percentage depending on the
stage of product development, which there was no sublicense income for any of the periods presented. During the year ended December 31, 2025, the first development milestone under the LCA5/RDH12 Agreement specific to LCA5 was satisfied, and
the amount of $0.1 million was included in research and development expense.
Iveric Asset Purchase Agreement – BEST1 and RHO Programs
On December 23, 2022, Opus entered into an asset purchase agreement (the “Iveric Agreement”) with a subsidiary of Iveric Bio, Inc. (“Iveric”) pursuant to which the
Company acquired certain assets, including the BEST1 License (as defined below), relating to the BEST1 and RHO products. In return for these rights, the Company is obligated to make payments to Iveric upon the achievement of specified
development and commercial milestones, the maximum potential aggregate amount of such payments being $111.7 million. During the
year ended December 31, 2025, the first development milestone under the Iveric Agreement specific to BEST1 was satisfied, and the amount of $0.4
million was included in research and development expense.
Penn and University of Florida BEST1 License Agreement
On
April 10, 2019, Iveric entered into an exclusive patent license agreement (as amended, the “BEST1 License”) with Penn and the University of Florida Research Foundation (“UF”), which agreement was assigned to Opus under the terms of the Iveric
Agreement. Under the BEST1 License, Opus received exclusive patent rights and non-exclusive knowhow and data rights with regard to products to treat diseases associated with mutations in the BEST1 gene. In return for these rights, the
Company is obligated to make payments to Penn upon the achievement of certain clinical, regulatory and commercial milestones, the maximum potential aggregate amount of such payments being $76.4 million. The Company is also obligated to make royalty payments on future net sales of licensed BEST1 products. Until the Company is required to pay royalties under
the BEST1 License, the Company must pay a de minimis annual license maintenance fee to UF and Penn. The Company must also make payments on any sublicense income, with such percentage depending on the
stage of product development, which there was no sublicense income during any of the periods presented. In consideration for Penn and UF’s consent to the assignment of the BEST1 License to us under the Iveric Agreement, the Company will also
pay Penn a percentage of each milestone payment that we are required to pay to Iveric under the Iveric Agreement. During the year ended December 31, 2025, the first development milestone under the BEST1 License Agreement was satisfied, and
the amount of $0.7 million was included in research and development expense.
Penn and UF RHO License Agreement
On June 6, 2018, Iveric entered into an exclusive patent license agreement (the “RHO License”) by and between Penn and UF pursuant to which
the Company has exclusive patent rights and non-exclusive knowhow and data rights with regard to products to treat rhodopsin-mediated diseases as a result of the Iveric Agreement as defined above. In return for these rights, the Company is
obligated to make development and commercial milestone payments, the maximum potential aggregate amount of such payments being $93.5
million and royalty payments on future sales of such products. As of December 31, 2025, the Company determined that none of the future obligations under the agreement were probable and therefore no liabilities were recorded related to the
agreement.
Massachusetts Eye and Ear Infirmary License Agreement
On November 9, 2021, Opus entered into a license agreement with the Massachusetts Eye
and Ear Infirmary (“MEEI”), granting an exclusive worldwide license of MEEI patents for use in the NMNAT1 program for all products and processes including the treatment of retinal disease in humans, and a non-exclusive worldwide license to
technological information. In return for these rights, the Company is obligated to make development milestone payments, the maximum potential aggregate amount of such payments being $0.4 million and royalty payments on future sales of such products. As of December 31, 2025, the Company determined that none of the future obligations under the agreement
were probable and therefore no liabilities were recorded related to the agreement.
Facility and Equipment Leases
On January 1, 2025, the Company relocated its headquarters to Durham, North Carolina. On July 1st, 2025, the Company extended the lease for its headquarters in
Durham, North Carolina for three months through September 30, 2025, and the lease is currently in place on a month-to-month basis. The
headquarters lease qualifies for the short-term exception under ASC 842, Leases.
The Company also leases additional laboratory space in Durham, North Carolina on a month-to-month basis. Upon the Opus Acquisition, the Company assumed a number of
equipment leases that expired in and are now on a month-to-month basis. Both the laboratory space and equipment leases
qualify for the short-term exception under ASC 842, Leases.
The rent expense associated with all leases amounted to $0.3
million and $0.1 million during the years ended December 31, 2025 and 2024, respectively.
Other
In the ordinary course of business, from time to time, the Company may be subject to a broad range of claims and legal proceedings that relate to contractual
allegations, patent infringement and other claims. In addition, the Company from time to time may be potentially committed to reimburse third parties for costs incurred associated with business development related transactions upon the
achievement of certain milestones. The Company establishes accruals when applicable for matters and commitments for which it believes losses are probable and can be reasonably estimated.
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