ARS Pharmaceuticals Inc.

05/02/2025 | Press release | Distributed by Public on 05/02/2025 06:05

Material Agreement (Form 8-K)

Item 1.01

Entry into a Material Definitive Agreement.

On May 2, 2025, ARS Pharmaceuticals, Inc. ("ARS"), through its wholly owned subsidiary ARS Pharmaceuticals Operations, Inc. (the "Company"), and ALK-Abelló, Inc. ("ALK") entered into a co-promotionagreement (the "Co-PromotionAgreement") to co-promote neffy® (epinephrine nasal spray) to up to 9,000 specified pediatricians and other prescribers in the U.S. Accordingly, the Company granted ALK a non-exclusive,royalty-free license to use the neffytrademarks and copyrights and the ARS house marks in the U.S. solely in connection with promoting neffypursuant to the terms of the Co-PromotionAgreement.

Under the Co-PromotionAgreement, ALK is obligated to start its promotion activities in May 2025 and meet specified ramp-upmilestones and minimum detail requirements, using sales representatives that meet specific qualifications. In addition, during the term of the Co-PromotionAgreement and for 180 days thereafter, ALK will not market, sell or manufacture any injection product containing epinephrine in the U.S.

The Company will book all sales of neffyin the U.S. and, subject to the terms of the Co-PromotionAgreement, continue to have sole responsibility for all U.S. commercialization activities, including marketing, medical affairs, market access, production, distribution, pharmacovigilance, quality and safety.

The Company will pay ALK a base fee to compensate ALK for its promotion activities. Payments for the first year of the partnership will be deferred and paid in the second year of the partnership. In addition to the base fee, ALK will be eligible to receive performance-based bonus payments from the Company starting in the second year of the partnership equal to 30% of the portion of neffynet sales generated from the ALK-targetedprescribers in excess of a specified initial market share threshold in year two or a 50% market share threshold during years three and four of the partnership.

The Co-PromotionAgreement expires on the fourth anniversary of the commencement of promotion activities thereunder. Either party may terminate the Co-PromotionAgreement in the event of an uncured material breach of the other party or for either party's change of control. The Company may terminate the Co-PromotionAgreement in the case of ALK's insolvency, if ALK fails to meet specified ramp-uptimelines, or if ALK markets, sells or commercializes any non-injectionproduct containing epinephrine in the U.S. After the first six months, the Company may terminate the Co-PromotionAgreement if minimum detail requirements are not met for a consecutive three month period. After the first year, the Company may terminate the Co-Promotionagreement for any reason or no reason for a fee (as described below). After the first year, ALK may terminate the Co-PromotionAgreement for any reason or no reason, and ARS may terminate the agreement in the event ALK restructures its sales force. As previously disclosed, the Company entered into a Collaboration, License and Distribution Agreement, dated as of November 9, 2024, with ALK-Abelló A/S, an affiliate of ALK (the "Collaboration, License and Distribution Agreement"), pursuant to which the Company has the right to terminate such agreement if ALK commercializes a non-injectableepinephrine product or manufactures such a product in the United States. The Company has waived its right to terminate the Collaboration, License and Distribution Agreement by reason of ALK's activities pursuant to and in accordance with the Co-PromotionAgreement for neffy.

Upon termination of the Co-PromotionAgreement by the Company for convenience, so long as ALK has met specified performance thresholds during the term, the Company is obligated to pay ALK a specified mid-to-lowdouble-digit percentage of the portion of neffynet sales generated from the ALK-targetedprescribers in excess of a specified mid-quartilemarket share threshold that increases over time up to 50% for a specified period after termination, which period decreases in duration the later that the termination occurs. Upon termination of the Co-PromotionAgreement by the Company in connection with a change of control of the Company, the Company is obligated to pay ALK a one-time mid-sevendigit to low eight-digit termination fee in an amount that increases the later that the termination occurs.

ARS Pharmaceuticals Inc. published this content on May 02, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on May 02, 2025 at 12:05 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io