TherapeuticsMD licenses products to Mayne Pharma for ~$153.1M upfront plus royalties and milestones

TherapeuticsMD, Inc.

Upfront cash payment of $140.0M plus ~$13.1M for net working capital at closing.
Min annual royalty $3M/year for 12 years (cumulative ~$42.6M); plus sales milestones up to $30M.
Royalty rate 8% on first $80M annual net sales, 7.5% above $80M over 20 years.
Proceeds will repay Sixth Street debt and redeem preferred equity; TXMD to become a royalty company.
Closing expected end of 2022, subject to HSR waiting period; no financing condition.

item 1.01 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TherapeuticsMD, Inc. entered into License Agreement with Mayne Pharma LLC (effective 2022-12-04).

Action: entry
Agreement: license
Counterparty: Mayne Pharma LLC
Effective: 2022-12-04

Exact text from the filing

Pursuant to a License Agreement, dated December 4, 2022, between the Company and Mayne Pharma (the “License Agreement”), the Company agreed to grant Mayne Pharma, at closing, (i) an exclusive, sublicensable, perpetual, irrevocable license to research, develop, register, manufacture, have manufactured, market, sell, use, and commercialize the Licensed Products in the United States and its possessions and territories and (ii) an exclusive, sublicensable, perpetual, irrevocable license to manufacture, have manufactured, import and have imported the Licensed Products outside the United States for commercialization in the United States and its possessions and territories.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TherapeuticsMD, Inc. entered into Transaction Agreement with Mayne Pharma LLC valued at $140.0 million (effective 2022-12-04).

Action: entry
Agreement: asset purchase
Counterparty: Mayne Pharma LLC
Value: $140.0 million
Effective: 2022-12-04

Exact text from the filing

Pursuant to a Transaction Agreement, dated December 4, 2022, between the Company and Mayne Pharma (the “Transaction Agreement”), the Company agreed to sell to Mayne Pharma, at closing, certain assets for Mayne Pharma to sell, market, distribute, manufacture, and otherwise commercialize the Products in the United States, including the Company’s exclusive license from the Population Council to commercialize Annovera ® (the “Transferred Assets”).

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TherapeuticsMD, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-22-298002

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