3. Asset Purchase and Merger Agreements

Cyprium Agreement with Sentynl

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Cyprium is party to a development and asset purchase agreement with Sentynl, pursuant to which Sentynl assumed control of the development and commercialization of CUTX-101 (now marketed as ZYCUBO) in December 2023. In connection with such assumption by Sentynl, Cyprium received a $4.5 million payment and was no longer responsible for development activities. Cyprium is eligible to receive up to $128 million in aggregate sales-based milestone payments, as well as tiered royalties on net sales ranging from 3% to 12.5%.

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Royalty revenue is recognized as the underlying sales occur in accordance with the sales- or usage-based royalty exception under ASC 606. For the three months ended March 31, 2026, Cyprium recognized $0.1 million in royalty revenue related to net sales of ZYCUBO.

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In January 2026, the U.S. Food and Drug Administration (“FDA”) approved ZYCUBO for the treatment of Menkes disease in pediatric patients. In connection with the approval, a Rare Pediatric Disease priority review voucher (“PRV”) was issued and transferred to Cyprium.

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In February 2026, Cyprium entered into an asset purchase agreement to sell the PRV (the “PRV APA”) for gross proceeds of $205 million. The transaction closed on March 30, 2026. In connection with the closing of the PRV sale, Cyprium is obligated to remit 20% of the gross proceeds, or $41 million, to the Eunice Kennedy Shriver National Institute of Child Health and Human Development (“NIH”) and 2.5% of gross proceeds, or $5.1 million, to a third-party pursuant to an agreement. These amounts are included in accrued expenses at March 31, 2026 (see Note 10). In addition, Cyprium is obligated to pay the third-party 4.0% of all royalty and milestone payments received in excess of an aggregate of $25.0 million, inclusive of certain specified prior payments.

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In connection with the closing of the PRV sale, Cyprium’s preferred stock was automatically redeemed in accordance with its terms (see Note 15).

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Checkpoint Transaction

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In March 2025, the Company’s then-subsidiary Checkpoint entered into a merger agreement with Sun Pharma. The merger transaction under such agreement closed on May 30, 2025, resulting in the deconsolidation of Checkpoint. The Company received total cash proceeds of $28.0 million and recognized a gain on deconsolidation of $27.1 million after derecognizing Checkpoint’s net liabilities and noncontrolling interests. The Company determined that the transaction did not represent a strategic shift and therefore was not accounted for as a discontinued operation.

Pursuant to the merger, former Checkpoint shareholders received $4.10 in cash and one non-tradable contingent value right (“CVR”) per share. The CVRs entitle holders to contingent cash payments of up to $0.70 upon the achievement of specified regulatory milestones related to cosibelimab approval in certain European markets within defined time periods.

The Company accounted for the CVR as variable consideration that is constrained until the underlying milestones are achieved. As of March 31, 2026, no milestones have been met and no amounts have been recognized.

In connection with the transaction, Fortress is entitled to receive royalties equal to 2.5% of worldwide net sales of certain products under a royalty agreement with Sun Pharma. No royalty revenue was recognized during the three months ended March 31, 2026.

The Company also entered into a transition services agreement with Checkpoint, which ended in September 2025.

Urica Agreement with Crystalys Therapeutics, Inc. (“Crystalys”)

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In July 2024, Urica entered into an asset purchase agreement and related agreements with Crystalys, pursuant to which Urica sold the rights to its dotinurad program and related intellectual property. In consideration, Urica received equity representing approximately 35% of Crystalys’ outstanding shares, subject to anti-dilution protections, with a minimum ownership of 15% until certain financing thresholds are met. Anti-dilution shares valued at $1.0 million were received in the three months ended March 31, 2026 (see Note 6). At March 31, 2026, Urica held approximately 15% of Crystalys’ fully diluted equity. The investment is accounted for under the equity method, for which the Company elected the fair value option.

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The Company has the right to appoint a director to Crystalys’ board of directors. Urica is also entitled to a 3% secured royalty on future net sales of dotinurad; such royalties are considered variable consideration and are constrained, and no revenue has been recognized.

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The agreements included a repurchase option allowing Urica to reacquire the assets for up to $6.4 million plus accrued interest. Prior to the expiration of this repurchase option, amounts received were recorded as a liability and accreted to the repurchase price, with accretion recognized as interest expense. For the quarter ended March 31, 2025, accretion of $0.7 million was included in interest expense and financing fees in the condensed consolidated statement of operations. In September 2025, upon the closing of Crystalys’ Series A financing, the repurchase option expired and the Company reversed the related $2.6 million liability, recognizing the amount as other income for the year ended December 31, 2025.

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Avenue

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Under a share repurchase agreement between Avenue and InvaGen Pharmaceuticals, Inc. (“InvaGen”) under which Avenue repurchased all of InvaGen’s shares in Avenue, Avenue agreed to pay InvaGen an additional amount as a contingent fee, payable in the form of seven and a half percent (7.5%) of the net proceeds of future financings, up to $4.0 million, which Avenue accounts for as a derivative. Due to the uncertainty related to future financings, the estimated fair value of the derivative is not material. Avenue recognizes changes in fair value within general and administrative expenses in the statement of operations. In connection with equity financings, in the three months ended March 31, 2025, Avenue made payments totaling $0.2 million to InvaGen. No such payments were owed or made for the quarter ended March 31, 2026. Approximately $1.4 million in aggregate has been paid by Avenue to InvaGen under the share repurchase agreement through March 31, 2026.