| Item 1.01 |
Entry into a Material Definitive Agreement. |
On March 2, 2026, Zymeworks BC Inc. (“Zymeworks BC”), a subsidiary of Zymeworks Inc. (the “Company”), entered into a sale agreement (the “Sale Agreement”) with Zymeworks Royalty Limited Partnership (the “Subsidiary”), a special purpose entity newly formed by Zymeworks BC and by its general partner Zymeworks General Partner ULC (“Zymeworks GP”), the Company solely for the purpose of certain indemnification provisions thereunder, and Royalty Pharma Development Funding, LLC (“Royalty Pharma”) as administrative agent. Pursuant to the Sale Agreement, Zymeworks BC sold to the Subsidiary 30% of future royalty payments (not to exceed 120% of the maximum amount payable (excluding indemnification and other similar obligations) by the Subsidiary under the Loan Agreement (as defined below)) related to Ziihera (zanidatamab-hrii) receivable under: (i) the Amended and Restated License and Collaboration Agreement, dated as of May 15, 2023, between Zymeworks BC and Jazz Pharmaceuticals Ireland Limited (as amended, the “Jazz Agreement”) and (ii) collectively: (x) the License and Collaboration Agreement, dated as of November 26, 2018, by and between Zymeworks BC and BeOne Medicines Ltd. (f/k/a BeiGene, Ltd.); and (y) the Three-Party Royalty Payment Agreement, dated October 30, 2025 and effective as of December 6, 2024, by and between Zymeworks BC, BeOne Medicines Ltd. (f/k/a BeiGene, Ltd.) and BeOne Pharmaceutical (Suzhou) Co., Ltd. (as amended, the “BeOne Agreement,” and together with the Jazz Agreement, the “Covered Agreements”) at a purchase price of $250.0 million. The Ziihera-related assets and rights sold to the Subsidiary are referred to herein as the “Royalty Interest.” Under the Sale Agreement, Zymeworks BC is restricted from taking certain actions with respect to the Covered Agreements, including (i) entering into any contracts, or amending, modifying or waiving provisions of any contracts, relating to the royalties receivable under the Covered Agreements that would undermine the Royalty Interest or reasonably be expected to result in a Material Adverse Effect (as defined therein), (ii) taking actions that would, or would give the right to an applicable counterparty to, terminate a Covered Agreement or certain material in-license agreements covering Ziihera, or amending, modifying, waiving any provision, providing any consent or taking any action under any Covered Agreement that would reduce any Royalty Interest payments or reasonably be expected to result in a Material Adverse Effect, without the prior written consent of the Subsidiary and Royalty Pharma, (iii) selling, transferring, disposing of or encumbering its interests in applicable Ziihera-specific intellectual property, Ziihera, a Covered Agreement or certain material in-license agreements covering Ziihera, or entering into monetization or similar transactions with respect to Zymeworks BC’s retained royalty interests under any Covered Agreement, except, in each case, without certain assumption and other arrangements protective to Royalty Pharma’s interests, and (iv) permitting Covered Agreement counterparties to acquire more than 50% of Zymeworks BC’s retained royalty interests under any Covered Agreement without certain assumption and other arrangements protective to Royalty Pharma’s interests, in addition to being subject to other customary covenants.
The Sale Agreement also includes customary indemnification obligations of the Company and Zymeworks BC in favor of the Subsidiary and Royalty Pharma. The obligations of the parties under the Sale Agreement terminate automatically upon the payment in full of the Loan and the other obligations under the Loan Agreement.
Following the sale and transfer of the Royalty Interest, the Subsidiary entered into a Loan Agreement (the “Loan Agreement”), dated March 2, 2026, with Royalty Pharma as administrative agent and lender (in the capacity as lender under the Loan Agreement, the “Lender” and together with such other lenders party to the Loan Agreement from time to time the “Lenders”), pursuant to which the Lenders made a term loan to the Subsidiary (the “Loan”) in an aggregate principal amount of $250.0 million (the “Loan Amount”), that bears interest at a fixed rate and matures on December 31, 2042 (the “Maturity Date”). Under the terms of the Loan Agreement, the amount payable to the Lenders no later than the Maturity Date is approximately $481.3 million, provided that if the Loan is repaid in full on or before December 31, 2033, the amount payable to the Lenders is $412.5 million, in each case inclusive of all applicable interest, yield protection premiums, early redemption fees, exit fees and other amounts payable under the Loan Agreement (excluding indemnification and similar obligations). Any amount borrowed and repaid by Subsidiary may not be reborrowed.