Amendment to License Agreement with Ferring
Ironwood Pharmaceuticals, Inc. (the Company), through its subsidiary VectivBio AG, entered into a third amendment to its exclusive license agreement with Ferring International Center S.A. The amendment requires VectivBio to pay Ferring an aggregate of $12.5 million, with $7.5 million due initially and $5 million by December 31, 2026. Additionally, VectivBio will pay Ferring royalties on net sales of Licensed Products. The royalty rate will be a high single-digit percentage for the first seven years after the first commercial sale, transitioning to a low single-digit percentage thereafter, for a period determined by patent coverage. The amendment also clarifies intellectual property ownership and revises definitions within the agreement, including those for "Licensed Product," "Licensed Product Royalty," and "Licensed Product Royalty Term." This amendment is part of a settlement resolving litigation between Ferring and VectivBio.