In June 2025, the Company and an entity affiliated with Sagard Healthcare Partners (Sagard) entered into a Purchase and Sale Agreement (Royalty Purchase Agreement) pursuant to which the Company sold to Sagard its right to receive royalties on global net sales of ZYNYZ (retifanlimab-dlwr) occurring on and after July 1, 2025 under the Company’s Global Collaboration and License Agreement, dated as of October 24, 2017, as amended (Incyte License Agreement), with Incyte Corporation (Incyte).

In exchange, the Company received a cash payment of $70.0 million, and Sagard acquired the royalties payable to the Company for global net sales of ZYNYZ until Sagard’s receipt of aggregate royalty payments totaling $140.0 million (Threshold Amount), after which the Company would resume collecting all future royalties under the Incyte License Agreement. The Company accounted for the Royalty Purchase Agreement as a liability related to future royalties (a financing arrangement) because the Company has significant continuing involvement in the generation of the cash flows due to Sagard and other existing obligations under the Incyte License Agreement.

Effective May 1, 2026, the Company and Sagard entered into a First Amendment to the Royalty Purchase Agreement (the Amendment). Under the Amendment, Sagard paid the Company $60.0 million, increasing the aggregate purchase price under the arrangement to $130.0 million. The Amendment also increased and re-defined the Threshold Amount, from a fixed $140.0 million to an amount equal to 1.70 times the aggregate purchase price for periods on or prior to September 30, 2032, or 2.0 times the aggregate purchase price thereafter (Amended Threshold Amount). In addition, the Amendment provides for a one-time milestone payment of up to $20.0 million payable by Sagard to the Company contingent upon ZYNYZ achieving specified calendar year 2026 net sales thresholds under the Incyte License Agreement. Any milestone payment, if paid, is deemed part of the aggregate purchase price and correspondingly increases the Amended Threshold Amount. All other terms of the Royalty Purchase Agreement remained in effect. The Company concluded that the milestone feature is not required to be bifurcated from the host liability and accounted for separately as an embedded derivative because an instrument with the same terms as the milestone feature would not, on a standalone basis, meet the definition of a derivative instrument under ASC 815.

The Company evaluated the Amendment under ASC 470-50, Debt (Modifications and Extinguishments), and determined that the present value of the future cash flows under the amended terms was substantially different from the present value of the remaining cash flows under the original terms. Accordingly, the Amendment was accounted for as an extinguishment of the original liability. The Company derecognized the original liability, which had a net carrying amount of $68.2 million at the amendment date, and recognized a new liability at its estimated fair value of $181.0 million. After giving effect to the $60.0 million of additional proceeds received, the Company recognized a loss on extinguishment of $52.8 million, which is reflected in Loss on extinguishment of royalty monetization liability in the consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2026.

The fair value of the new liability was determined based on the Company’s estimates of the future royalties expected to be paid to Sagard over the life of the arrangement, using forecasted net sales of ZYNYZ derived from market data sources and a risk-adjusted discount rate, which are considered Level 3 inputs within the fair value hierarchy. The new liability is amortized over the estimated life of the arrangement using the effective interest rate method. As of June 30, 2026, the estimated effective interest rate under the amended arrangement was approximately 7.40%, reflecting the recognition of the new liability at fair value. Royalty payments made by Incyte to Sagard are recorded as a reduction of the liability when earned, and the difference between the aggregate future estimated payments and the initial fair value of the new liability is recognized as non-cash interest expense over the estimated life of the arrangement. The Company estimates the payments to be made to Sagard based on forecasted royalties and, on a quarterly basis, reassesses the effective interest rate and adjusts it prospectively as necessary. The Company recognized non-cash interest expense of $4.0 million and $8.9 million during the three and six months ended June 30, 2026, respectively, which is reflected in interest and other expense in the consolidated statements of operations and comprehensive income (loss).


	Six Months Ended June 30,
	2026		2025
Liability related to future royalties - beginning balance	$	70,000	$	—
Proceeds from sale of future royalties	—		70,000
Derecognition of original liability upon extinguishment	(68,238)		—
New liability recognized at fair value upon extinguishment	181,000		—
Deferred transaction costs	—		(327)
Non-cash royalty revenue	(13,495)		—
Non-cash interest expense recognized	8,880		587
Liability related to future royalties - ending balance	178,147		70,260
Liability related to future royalties - current portion	14,992		—
Liability related to future royalties, net of current portion	$	163,155	$	70,260