NOTE 10 ASSETS AND LIABILITIES HELD FOR SALE

On May 31, 2026, the Company entered into the Sevasemten Purchase Agreement with Servier, to sell the assets and transfer the liabilities comprising its sevasemten program (the Disposal Group) for (i) closing consideration of $1,550.0 million in cash and (ii) up to $1,100.0 million of additional contingent consideration payable upon the achievement of specified clinical, regulatory and commercial milestones for the sevasemten program. The transaction was completed on July 10, 2026. In connection with the closing of the Sevasemten Sale, the Company incurred fees payable to its financial advisor and legal counsel, of approximately $47.2 million in the aggregate. These fees were contingent upon successful closing of the Sevasemten Sale and were not payable, and no liability existed, as of June 30, 2026. Upon closing, these amounts became fixed and determinable obligations of the Company and will be recognized as a reduction of the gain on sale in connection with the disposal.

The assets and liabilities of the Disposal Group met the criteria for classification as held for sale under ASC 360-10-45-9 effective May 31, 2026, and have been presented as Current assets held for sale and Current liabilities held for sale in the accompanying unaudited condensed balance sheet as of June 30, 2026. The comparative condensed balance sheet as of December 31, 2025 has not been reclassified. The Disposal Group has been measured at the lower of its carrying amount or fair value less costs to sell. Because the estimated fair value less costs to sell of the Disposal Group exceeds its carrying amount, no impairment loss was recognized upon its classification as held for sale for the three months ended June 30, 2026. The Company expects to recognize a gain within Other income upon completion of the sale for the three months ended September 30, 2026. The Disposal Group does not include property and equipment or other long-lived assets subject to depreciation or amortization.

The Disposal Group is reported within the Company's single operating and reportable segment. For the three and six months ended June 30, 2026, the Disposal Group's pretax loss, recorded within operating expenses, was $21.5 million and $39.9 million, respectively.

​

​

​

​

The Company did not present the disposal group as discontinued operations because the disposition did not meet the applicable discontinued-operations criteria. The sevasemten intellectual property, know-how, regulatory filings, clinical data and related contracts were internally generated and, as a result, related costs were expensed as incurred and no intangible asset was included in the disposal group.

​

​