LQDA 8-K filed 2025 · insiderdelta

Item 1.01 Entry Into a Material Definitive Agreement.

On October 27, 2025 (the “Effective
Date”), Liquidia Technologies, Inc., a Delaware corporation (“Liquidia Technologies”) and a wholly owned subsidiary
of Liquidia Corporation, a Delaware corporation (the “Company”), entered into an exclusive licensing agreement (the “License
Agreement”) with Vectura Limited, a company incorporated under the laws of England and Wales (“Vectura”), which provided
for, among other things, (i) the exclusive right for Liquidia Technologies to develop, manufacture and commercialize for use in the
United States (the “Territory”) products containing treprostinil, including Liquidia Technologies’ L606, administered
via Vectura’s nebulizer device (the “Device”) for treatment in the field of hypertension and interstitial lung diseases,
including pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD) and (ii) that
Vectura shall be responsible for manufacturing and supplying Liquidia Technologies with clinical and commercial supplies of the Device.

Under the License Agreement, Liquidia
Technologies shall pay to Vectura (i) an upfront payment of $2,000,000 in connection with the execution of the License
Agreement, (ii) certain development milestone payments of up to $12,000,000 upon achievement of certain development milestones; (iii) certain sales milestone payments of up to $92.5 million tied to commercial sales in the Territory and (iv) royalty payments with royalty
rates ranging in the middle single digits tied to commercial sales in the Territory. The License Agreement also provides Liquidia
Technologies with rights of first negotiation to add additional territories and indications during the term thereof as set out in the License Agreement.

The License Agreement is effective upon the Effective
Date and unless earlier terminated, shall remain in effect on a country-by-country and product-by-product basis until the expiration of
the applicable Royalty Term (as defined in the License Agreement) in such country with respect to such product, at which time the License
Agreement shall expire in respect of such country and product. The License Agreement may be terminated (i) by mutual agreement, (ii) by
either party for a material breach by the other party, subject to notice and cure periods, (iii) by either party in the event of
a Bankruptcy Event (as defined in the License Agreement) of the other party, (iv) by Liquidia Technology in the event it (x) discontinues
the L606 program, (y) determines regulatory, scientific or technical infeasibility or (z) terminates its related supply or development
agreements, and (v) by Vectura for (x) Liquidia Technology’s failure to use commercially reasonable efforts to develop
a product under the License Agreement, (y) upon receipt of notice that Liquidia Technologies will discontinue the L606 program or
(z) in the event that Liquidia Technologies initiates a challenge to Vectura’s patent rights being licensed under the License
Agreement.

The foregoing description of the terms of the License
Agreement is not complete and is qualified in its entirety by reference to the text of the License Agreement, which will be filed as an
exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.
LQDA Liquidia Corp - 8-K

Item 1.01 - Entry into a Material Definitive Agreement

Item 9.01 - Financial Statements and Exhibits
