On May 11, 2026, Aurinia completed its acquisition of Kezar Life Sciences, Inc. (“Kezar”) for $6.955 in cash per share of Kezar common stock, plus one non-transferable contingent value right (“CVR”), which represents the right to receive: (i) potential payments relating to the ongoing clinical development or disposition of zetomipzomib; (ii) certain proceeds relating to Kezar’s collaboration with Everest Medicines and Kezar’s sale of its Sec61‑based discovery and development program to Enodia Therapeutics; and (iii) 100% of Kezar’s closing net cash in excess of $50 million, net of certain post-closing CVR-related expenses (“Net Cash Excess”).

The Company concluded that the CVRs are contingent liabilities under the scope of ASC Topic 450 and will be recognized when the amounts are probable and estimable. As of June 30, 2026, the Company recorded a CVR liability of $3.7 million related to the Net Cash Excess within other current liabilities in the condensed consolidated balance sheet.


Cash consideration paid at closing	$	51,599
CVR consideration payable	3,700
Transaction costs	189
Total purchase consideration	$	55,488

The acquisition of Kezar was accounted for as an asset acquisition because the assets acquired did not meet the definition of a business under ASC Topic 805. As such, the Company recognized the assets acquired and liabilities assumed based on the purchase consideration allocated on a relative fair value basis. The value of the acquired IP assets was expensed immediately as a component of in-process research and development expense in the condensed consolidated statements of operations. The deferred tax assets and deferred tax benefits will be offset against future U.S. taxable income.

The following table shows the allocation of the purchase consideration based on the relative fair values of assets acquired and liabilities assumed by the Company on May 11, 2026 (in thousands):


Cash and cash equivalents	$	56,811
Deferred tax assets	23,128
Interest receivable	55
Deferred tax benefits	(23,128)
Accounts payable and accrued expenses	(1,827)
Net assets acquired	55,039
Reconciliation of net assets acquired to total purchase consideration
Acquired in-process research and development	449
Total purchase consideration	$	55,488