Item 1.01 Entry into a Material Definitive Agreement.
On June 1, 2026, Travere Therapeutics, Inc. (the “Company”) entered into a license and collaboration agreement (the “Agreement”) with Everest Medicines (Singapore) Pte. Ltd. (“Everest”), pursuant to which Everest grants an exclusive license to the Company for the development and commercialization of civorebrutinib (also known as EVER001), a covalent reversible Bruton’s tyrosine kinase (“BTK”) inhibitor, and products containing civorebrutinib (“Products”) for any and all prophylactic, diagnostic and therapeutic uses and treatment of diseases and disorders (the “Field”) in all countries outside of China and certain countries in East and Southeast Asia (the “Territory”).
Under the Agreement, the Company is granted (a) an exclusive, royalty-bearing license, with the right to grant sublicenses, under certain patents and know-how owned or controlled by Everest solely to make, have made, import, have imported, export, have exported, distribute, have distributed, use, have used, sell, have sold, offer for sale, or have offered for sale, including to develop, manufacture, and commercialize (“Exploit”), civorebrutinib and Products in the Field in the Territory; and (b) a non-exclusive license under certain patents and know-how owned or controlled by Everest to research, conduct non-clinical development for, or manufacture or have manufactured civorebrutinib and Products outside of the Territory solely for the purpose of Exploiting the Products in the Field in the Territory. The license granted to the Company by Everest includes a sublicense to certain patents and know-how owned by third parties, and the Company is required to comply with the terms and conditions of the relevant agreement between Everest and such third parties that are applicable to the Company as a sublicensee. In addition, until Everest has paid a fee to such third party licensors for uses of Products outside of the field of renal disease and conditions, the Company may not exercise its rights under the license with respect to any use outside of that field. Everest is obligated to make such payment following its receipt of the upfront payment from the Company described below. Under the terms of the Agreement, the Company grants to Everest a non-exclusive, fully paid, royalty-free license, with the right to grant sublicenses under intellectual property generated and owned by the Company under the Agreement to Exploit civorebrutinib and Products solely in the Field outside of the Territory.
The Company will collaborate and share development costs with Everest to conduct global clinical trials for Products. Except for such global trials, Everest’s ongoing clinical trial, and certain CMC development activities, the Company is responsible for development of Products in the Territory. The Company is solely responsible for commercialization of Products in the Territory. Under the terms of the Agreement, the Company is obligated to use commercially reasonable efforts to develop and, seek and obtain regulatory approval for at least one Product in the Field, and to commercialize Products, in the United States and additional major market countries. In addition, for a period of ten (10) years from the effective date of the Agreement, each party is prohibited from developing, manufacturing or commercializing any competing BTK product in the Field, subject to certain exceptions in the case of a change of control or acquisition.
Under the terms of the Agreement, the Company is obligated to pay Everest an upfront payment of $112.5 million. Everest is also eligible to receive up to approximately $1.03 billion in additional cash payments tied to specified clinical development, regulatory and commercial milestones across up to five indications. The Company is also obligated to pay Everest tiered royalties on net sales of Products in the Territory, ranging from high single-digit to double-digit percentages based on annual net sales thresholds. The royalties owed to Everest are subject to certain customary reductions. On a country-by-country and Product-by-Product basis, the Company’s obligation to pay royalties commences on the date of the first commercial sale of such Product in such country and continues until the latest of: (a) the expiration of the last-to-expire claim of a patent licensed to the Company by Everest that covers the composition of matter, formulations, or all approved methods of use set forth in the regulatory approval of such Product in such country; (b) the expiration of the regulatory exclusivity of the Product in such country; and (c) ten (10) years following the first commercial sale of such Product in such country.
The Agreement will become effective upon satisfaction of customary conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Agreement will remain in effect, unless terminated earlier, until the expiration of the royalty term for all Products in the Territory. Each party has the right to terminate the Agreement for the other party’s uncured material breach or insolvency. The Company has the right to terminate the Agreement in its entirety or on a region-by-region basis. The Company also has the right to terminate the Agreement, and be reimbursed for the upfront payment, if Everest does not timely complete its initial technology transfer obligations. Everest has the right to terminate the Agreement if the Company challenges any patent licensed to the Company by Everest, subject to certain customary exceptions. Everest also has the right to terminate the Agreement if the Company ceases all material development, manufacture and commercialization activities for Products for a continuous period of twelve (12) months or longer, subject to certain exceptions. Following early termination of the Agreement, the Company is required to grant a worldwide, exclusive license to Everest under the intellectual property generated by the Company under the Agreement to Exploit civorebrutinib and Products in the Field worldwide and to transfer or grant a right of reference to Everest for all regulatory filings and approvals for Products held by the Company.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.
