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COLLABORATION AND LICENSE AGREEMENTS
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
COLLABORATION AND LICENSE AGREEMENTS COLLABORATION AND LICENSE AGREEMENTS
Takeda Royalty, License and Termination Agreement
In January 2017, the Company entered into a license and collaboration agreement with Takeda under which the Company licensed from Takeda certain exclusive rights to develop and commercialize soticlestat in certain territories.
In March 2021, the Company entered into the RLT Agreement, pursuant to which Takeda secured rights to the Company’s 50% global share in soticlestat, and the Company granted to Takeda an exclusive worldwide license under the Company’s relevant intellectual property rights to develop and commercialize the investigational medicine soticlestat for the treatment of developmental and epileptic encephalopathies, including Dravet syndrome and Lennox-Gastaut syndrome.
Under the RLT Agreement, all rights in soticlestat are owned by Takeda or exclusively licensed to Takeda by the Company. Takeda assumed all responsibility for, and costs of, both development and commercialization of soticlestat, and the Company no longer had any financial obligation to Takeda under the original collaboration agreement. In March 2021, upon the closing of the RLT Agreement, the Company received a nonrefundable upfront payment of $196.0 million and, is eligible to receive up to an additional $660.0 million upon Takeda achieving developmental, regulatory and sales milestones. Additionally, the Company is entitled to receive tiered royalties beginning in the low double-digits, and up to 20% on sales if regulatory approval was achieved. In October 2023, the Company sold a 13% stake in the royalty, regulatory and commercial milestone payments that the Company is eligible to receive under the RLT Agreement to Ligand Pharmaceuticals, Inc. for $30.0 million.
During the three and six month periods ended June 30, 2026 and 2025, no income or expense was recognized pursuant to the RLT Agreement. In June 2024, Takeda issued a press release indicating that the soticlestat trials missed their primary endpoints and noted, while Takeda would discuss the program with FDA, Takeda had fully impaired the asset representing soticlestat. In January 2025, Takeda announced the discontinuation of the program and the Company reduced the royalty monetization liability due to Ligand to zero. In May 2026, Takeda transferred all intellectual property rights to soticlestat to NewCo (see below), concurrent with the Company assigning its intellectual property rights to NewCo.
Amended and Restated Royalty, License and Termination Agreement and Equity Purchase with a newly formed private company
In May 2026, the Company entered into the NewCo Agreement, which, along with a concurrently executed agreement between Takeda and NewCo, together assign all of the Company’s and all of Takeda’s intellectual property rights related to soticlestat to NewCo. Upfront compensation for the Company’s entry into the NewCo Agreement resulted in the Company’s receipt of 740,000 shares of NewCo series seed convertible preferred stock (the “Series Seed Shares”). Ovid also has an antidilution right to receive additional shares for no additional cost to Ovid such that the Company’s ownership percentage in NewCo remains 5% or higher, with such right expiring upon the Company’s sale of 25% or more of its Series Seed Shares, or NewCo receiving $40.0 million in subsequent equity sales. Future development milestones could result in NewCo paying the Company up to $7.5 million if all developmental milestones are achieved. Additionally, sales milestones could result in NewCo paying the Company up to $287.0 million if all milestone sales targets are
achieved. If soticlestat is commercialized, the Company would receive tiered royalty rates averaging in the middle single digits on sales.
The Company analyzed the NewCo Agreement and concluded that the fair value of the Series Seed Shares that the Company received pursuant to the NewCo Agreement was $0.7 million using the price per Series Seed Share paid by the arm’s length investor during the company formation. The fair value was determined to be revenue from a contract with the customer and the entire revenue amount was recognized at the effective date of the NewCo Agreement when control transferred. The Company recorded the Series Seed Shares as a long-term equity investment on its condensed consolidated balance sheets. As there is no public market for NewCo stock, the Company has elected the measurement alternative and initially fair valued the stock based on the price per share an investor paid for Series Seed Shares. In subsequent periods, on the occurrence of impairment indicators or readily observable changes in value, adjustments will be recognized in other income (expense), net on the condensed consolidated statements of operations (see Note 2). The value of the antidilution right was deemed immaterial.
In conjunction with the NewCo Agreement, the Company entered into the Amended Ligand Agreement. The Amended Ligand Agreement largely replicates the form of the Ligand Agreement, including Ligand’s claim to 13% of soticlestat milestones, but with amendments to the percentages owed to Ligand for royalty payments to Ovid by NewCo, which range between 31.4% to 37.7% of royalty receipts, depending upon the royalty tiers achieved.
In May 2026, the Company recorded a $0.9 million royalty monetization liability, representing the estimated fair value using Level 3 inputs in a present value of probability-adjusted cash flow model. The liability was recorded to long-term liabilities in the condensed consolidated balance sheets, and the associated loss was recorded in other income (expense), net in the condensed consolidated statements of operations.
Marinus Pharmaceuticals Out-License Agreement
In March 2022, the Company entered into an exclusive patent license agreement with Marinus (“Marinus License Agreement”). Under the Marinus License Agreement, the Company granted Marinus an exclusive, non-transferable (except as expressly provided therein), royalty-bearing right and license under certain Ovid patents relating to ganaxolone to develop, make, have made, commercialize, promote, distribute, sell, offer for sale and import licensed products in the territory (which consists of the United States, the European Economic Area, United Kingdom and Switzerland) for the treatment of CDKL5 deficiency disorders. Following the date of regulatory approval by the FDA of the first licensed product in the territory, which was received in March 2022, Marinus issued, at the Company’s option, 123,255 shares of Marinus common stock, par value $0.001 per share, as payment. The Marinus License Agreement also provides for payment of royalties from Marinus to the Company in single-digits on net sales of each such licensed product sold.
In February 2025, Immedica Pharma AB (“Immedica”) closed a cash purchase of Marinus, resulting in the sale of the Company’s equity position in Marinus for $70,000.
In June 2025, the Company entered into an amendment to the Marinus License Agreement with Immedica wherein the parties agreed to replace ongoing royalty payment obligations and add additional licensing for a one-time payment of $7.0 million, which was remitted to the Company pursuant to the agreement and recognized as revenue in 2025. Of the $7.0 million, $6.3 million was related to the royalties and existing licenses and $0.7 million was related to a six-month option for Marinus to include additional patent assignments or expansion of the territory or field of use. The Company initially recorded the value of the option as deferred revenue and, upon the December 2025 expiration of the option period, recorded the remaining deferred revenue as revenue.
Graviton License Agreement and Equity Purchase
In April 2023, the Company entered into a collaboration and license agreement with Graviton (“Graviton Agreement”), whereby it secured from Graviton an exclusive license to develop and commercialize Graviton’s library of ROCK2 inhibitors including their lead program GV101 (OV888) in rare CNS disorders (excluding amyotrophic lateral sclerosis) worldwide (excluding China, Hong Kong, Macau and Taiwan). Under the Graviton Agreement, the Company and Graviton plan to investigate GV101 (OV888) in cerebral cavernous malformations as well as Graviton’s library of ROCK2 inhibitors in other rare CNS disorders. The Company will be responsible for all development and commercialization costs of the products. Should the Company receive regulatory approval and commercialize any of Graviton’s ROCK2 inhibitors, it will pay Graviton tiered royalties on net sales ranging from the mid- to high-teens. As part of the Graviton Agreement, the Company also purchased shares of Graviton’s preferred stock for $10.0 million. The Company recorded the purchase of the preferred stock as a long-term equity investment on its condensed consolidated balance sheets. In December 2023, March 2024 and December 2025, the Company recognized unrealized gains on the investment due to an observable change in price and recorded the gain in other income (expense), net in the condensed consolidated statements of operations. The program related to this collaboration agreement is currently paused.