2 0 2 5 A N N U A L R E P O R T
We are focused on discovering and
developing small molecule therapies
that can deliver transformative benefits for
patients with diseases of high unmet need.
Our research efforts are focused on two
innovative scientific platforms—splicing and
inflammation and ferroptosis.
Our experienced global team strives to
provide access to our treatments for patients
with unmet medical needs worldwide. Our
strategy is to leverage our scientific expertise
and global reach to optimize value for patients
and other stakeholders.
Patients are our priority. It is essential that
their voice is part of everything we do and that
we understand their needs. We are not just
there along their journey—we are with them.
We work to transform lives.
As “One PTC,” we work together cross-
functionally and value global collaboration.
We are all working toward the same goal:
to bring much-needed treatments to
patients while still caring for each other. Our
shared purpose extends beyond PTC to the
communities around us.
PTC is a global biopharmaceutical company dedicated to
the discovery, development, and commercialization of clinically
differentiated medicines for children and adults living with rare diseases
of high unmet need. We bring to market transformative therapies and
leverage our cutting-edge innovative scientific platforms as part of our
mission to provide access to best-in-class treatments.
2025 was a year of strong execution and
performance across the company. We achieved
all key strategic, commercial and R&D objectives
as we continued to position the company for
future success.
The main highlight of 2025 was the initial global
approvals and launch of Sephience™ (sepiapterin)
for the treatment of children and adults living with
phenylketonuria (PKU). We gained the approvals
for Sephience in the United States (U.S.), European
Union, Japan and other countries, all within several
months. The global Sephience launch got off to
a strong start with broad uptake across all age
groups and patient segments. This strong start
is a testament to the significant unmet medical
need for those affected by PKU, the differentiated
safety and efficacy profile of Sephience, and the
ability of our experienced global customer facing
teams to execute. Over the first 5.5 months of the
launch, we received prescriptions for individuals as
young as a few months of age to 80 years of age.
In addition, there was uptake across those naïve
to previous therapies, those who have tried and
failed previous therapies and those currently on
pharmacological therapy. In the U.S., we received
more than one prescription from over 80% of
the PKU Centers of Excellence. We continue to
enjoy seeing individuals share on social media
their positive experiences with Sephience in
lowering phenylalanine (Phe) levels, enabling
diet liberalization and favorably impacting lives.
We expect the early momentum to continue into
2026 and beyond as we can continue to penetrate
deeper into the U.S. market segments and expand
the launch footprint to 20-30 countries by the end
of 2026. We expect Sephience to be a $2B+ plus
brand and provide the foundation for PTC’s near-
term growth.
The revenue from the early months of the
Sephience launch along with contributions
from our more mature brands resulted in another
year of solid revenue performance, exceeding
our revenue guidance. In addition, we delivered
another year of effective expense management
and closed the year with over $1.9B in cash. This
strong cash position enables us to continue to
support our commercial and R&D portfolios as
well as potentially engage in strategic business
development.
In 2025, we also made a number of advances in
our R&D portfolio including achieving positive
results from the Phase 2 PIVOT-HD study of
votoplam in individuals living with Huntington’s
Disease (HD) and progressing several early-stage
programs, including those from our RNA splicing
and inflammation and ferroptosis platforms.
A Message to
Our Shareholders
1
PTC Therapeutics, Inc. | Annual Report 2025
Votoplam is the leading oral disease-modifying
therapy in development for HD. Votoplam is a
highly differentiated molecule that was discovered
from PTC’s splicing platform and was partnered
with Novartis in December 2024. In May 2025,
we shared the results from the positive PIVOT-
HD Phase 2 study of votoplam, which met its
primary endpoint with durable dose-dependent
lowering of blood huntingtin protein levels relative
to placebo. At month 24, dose-dependent
significant effects were demonstrated relative to
a well-matched natural history cohort. We expect
an interim data readout from the PIVOT-HD long-
term extension study in the first half of 2026 and
for our partner Novartis to also initiate the global
Phase 3 INVEST-HD trial of votoplam in the first half
of 2026. Based on the evidence of safety, early
clinical effect and biomarker effect, we remain
enthusiastic about the potential for votoplam to
be the first approved oral disease-modifying
therapy for HD.
In December of 2025, we held an R&D day
where we were able to detail advances we have
made in the splicing platform—including how
we have significantly expanded the universe of
potential small molecule splicing targets and built
PTCSeek™—a proprietary discovery engine that
combines our splicing-centric chemical libraries,
known splicing targets and our “know-how”
built on decades of experience in splicing drug
development. We expect PTCSeek to facilitate
and accelerate the discovery and development
of the next wave of small molecule splicing
therapies. We already have several early-stage
programs we expect to move closer to the clinic
in 2026 including our MSH3 program for HD and
myotonic dystrophy, our sickle cell anemia/beta
thalassemia program and two neurodegenerative
target-based programs. We also have a number of
innovative programs with differentiated molecules
from our ferroptosis and inflammation platform,
including our ferroptosis Parkinson’s disease
program, our NRF-2 activation program and our
NLRP3 inflammasome program.
In conclusion, over the last two years, we have
transformed PTC into a strong, innovative,
execution-oriented global biopharmaceutical
company. With our robust global commercial
engine, including our foundational product,
Sephience, our innovative R&D platforms—
including small molecule splicing, and our strong
financial position we are well positioned for
success in 2026 and beyond.
“2025 marked meaningful
progress across the
company and further
positioned us to build on
our momentum in the
years to come.”
Matthew B. Klein, M.D.
C H I E F E X E C U T I V E O F F I C E R
2
PTC Therapeutics, Inc. | Annual Report 2025
3
FDA, EMA, and
Japanese MHLW
approvals of
Sephience
Strong start
to Sephience
global launch
Drive revenue
and effectively
manage OpEx
Advancement of
early-stage R&D
programs
2025: A Year of Focus and Execution
2025
All key corporate objectives
were achieved
2025 Revenue Performance
Exceeded Guidance
$831M
Net Product Revenue: $587M
4
Strong start to
Sephience Global Launch
$92M Q4 Global Revenue
$81M U.S.
$11M ex-U.S.
946 patients on commercial
therapy worldwide*
*As of December 31, 2025
Sephience is the
foundational product
for PTC’s near-term
growth. The launch
is off to a strong
start, driven by our
experienced global
commercial, customer-
facing teams; every
sign points to this
strong momentum
continuing into 2026
and beyond.
PTC Therapeutics, Inc. | Annual Report 2025
5
PTSeek™ Platform Provides Rapid
and Reliable Identification of Splicing
Therapy Candidates
2 0 0 5
2 0 2 0
2 0 2 3
2 0 2 5 A N D B E Y O N D
Splicing
Foundation
Splicing
Program
PTSeek™
Targeted high-
throughput
screening
Transcriptome-
wide direct splicing
interrogation
Transcriptome-wide direct
splicing interrogation
Neurodegenerative
Oncology
Neuromuscular
Hematological
Metabolic
Additional Targets
Huntington’s Disease
SMA
Significant expansion
of potential targets
Enhanced
“splicing-centric”
chemical library
PTSeek is a proprietary platform
engine that will facilitate and
accelerate the next set of small
molecule splicing programs for a
variety of indications.
6
R&D Pipeline Includes Innovative
Programs from Differentiated
Scientific Platforms
MSH3: Huntington’s Disease, Myotonic Dystrophy I
Ferroptosis: Parkinson’s Disease
Undisclosed: Sickle Cell Disease, b-Thalassemia
DHODH Inhibition: T-Cell Mediated Autoimmune Diseases
NRF2 Activation: CNS, Non-CNS Indications
Undisclosed: Neurodegenerative Diseases
Undisclosed: Brain Tumors & Metastases
NLRP3 Inflammasome: Inflammatory Lung Diseases
Splicing
Inflammation
& Ferroptosis
In 2026, we look forward to advancing our early-stage
R&D programs. We have a number of innovative programs
from our two scientific platforms, RNA splicing and
inflammation and ferroptosis.
PTC Therapeutics, Inc. | Annual Report 2025
7
Well Positioned for Success in
2026 & Beyond
“With our robust global commercial
engine, including our foundational
product, Sephience, our innovative
R&D platforms, including our
RNA splicing platform, and our strong
financial position and the potential to
reach cash flow breakeven this year,
we are well positioned for success
in 2026 and beyond.”
Matthew B. Klein, M.D.
C H I E F E X E C U T I V E O F F I C E R
8
F O R M 1 0 - K
Patient, living with PKU
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-35969
PTC THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
04-3416587
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
500 Warren Corporate Center Drive
Warren, NJ
07059
(Address of principal executive offices)
(Zip Code)
(908) 222-7000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol (s)
Name of each exchange on which registered
Common Stock, $0.001 par value per share
PTCT
Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. □
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of
the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). □
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The aggregate market value of the Common Stock held by non-affiliates of the registrant, based upon the last sale price of the Common Stock reported on the
Nasdaq Global Select Market on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $3,350,589,128. For purposes of
this calculation, shares of Common Stock held by directors and officers have been treated as shares held by affiliates.
As of February 18, 2026, the registrant had 82,774,730 shares of Common Stock, $0.001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report incorporates by reference information from the definitive Proxy Statement for the registrant’s 2026 Annual Meeting of Shareholders
which is expected to be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2025.
i
TABLE OF CONTENTS
PTC Therapeutics, Inc.
Page No.
PART I
Item 1. Business
6
Item 1A. Risk Factors
54
Item 1B. Unresolved Staff Comments
103
Item 1C. Cybersecurity
103
Item 2. Properties
104
Item 3. Legal Proceedings
104
Item 4. Mine Safety Disclosures
104
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
105
Item 6. [Reserved]
105
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
105
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
129
Item 8. Financial Statements and Supplementary Data
131
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
188
Item 9A. Controls and Procedures
188
Item 9B. Other Information
191
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
192
PART III
Item 10. Directors, Executive Officers and Corporate Governance
193
Item 11. Executive Compensation
193
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
193
Item 13. Certain Relationships and Related Transactions, and Director Independence
193
Item 14. Principal Accountant Fees and Services
193
PART IV
Item 15. Exhibits and Financial Statement Schedules
194
Item 16. Form 10-K Summary
200
SIGNATURES
201
1
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements that involve substantial risks and
uncertainties. All statements, other than statements of historical facts, contained in this Annual Report on Form 10-K,
including statements regarding our strategy, future operations, future financial position, future revenues, projected costs,
prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,”
“could,” “should,” “continue,” and similar expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words.
The forward-looking statements in this Annual Report on Form 10-K include, among other things, statements about:
•
the outcome of pricing, coverage and reimbursement negotiations with third party payors for our products or
product candidates that we commercialize or may commercialize in the future;
•
expectations with respect to Sephience for the treatment of phenylketonuria, or PKU, including
commercialization and the potential achievement of sales milestones and contingent payments that we may be
obligated to make;
•
our ability to maintain marketing authorization of Translarna for the treatment of nonsense mutation Duchenne
muscular dystrophy, or nmDMD, in geographies in which it has approval, including the effect of the European
Commission's adoption of the negative opinion from the Committee for Medicinal Products for Human Use on
Translarna, and the impact of the withdrawal of the Translarna new drug application in the United States, on
existing approvals;
•
the ability and willingness of individual countries within the European Union, or EU to leverage Articles 117(3)
and 5(1) of the EU Directive 2001/83 to allow continued commercial use of Translarna;
•
expectations with respect to our license and collaboration agreement with Novartis Pharmaceuticals Corporation,
or Novartis, for votoplam for the treatment of Huntington's disease including our right to receive development,
regulatory and sales milestones, profit sharing and royalty payments from Novartis, the design and expected
timing of clinical trials and studies, the availability of data, and regulatory submissions and responses, including
potential accelerated approval;
•
expectations with respect to vatiquinone for the treatment of Friedreich’s ataxia, including with respect to the
design and expected timing of clinical trials and studies, the availability of data, and regulatory submissions and
responses and potential approvals and other matters;
•
expectations with respect to Upstaza/Kebilidi for the treatment of Aromatic L-Amino Decarboxylase deficiency,
including commercialization, manufacturing capabilities, and the potential achievement of sales milestones and
contingent payments that we may be obligated to make;
•
our expectations with respect to the commercialization of Evrysdi® (risdiplam) under our program directed
against spinal muscular atrophy in collaboration with F. Hoffmann La Roche Ltd and Hoffmann La Roche Inc.
and the Spinal Muscular Atrophy Foundation and our estimates regarding future revenues from the achievement
of milestones in that program;
•
our expectations and the potential financial impact and benefits related to our Collaboration and License
Agreement with a subsidiary of Ionis Pharmaceuticals, Inc., including the commercialization of Tegsedi and
Waylivra, and our expectations with respect to royalty payments by us based on our potential achievement of
certain net sales thresholds;
•
significant business effects, including the effects of industry, market, economic, political or regulatory conditions;
•
changes in tax and other laws, regulations, rates and policies;
2
•
the eligible patient base and commercial potential of our products and product candidates;
•
the timing and scope of our commercialization of our products and product candidates;
•
our estimates regarding the potential market opportunity for our products or product candidates, including the
size of eligible patient populations and our ability to identify such patients;
•
our ability to obtain additional and maintain existing reimbursed named patient and cohort early access programs
for our products on adequate terms, or at all;
•
our estimates regarding expenses, future revenues, third-party discounts and rebates, capital requirements and
needs for additional financing, including our ability to maintain the level of our expenses consistent with our
internal budgets and forecasts;
•
our ability to realize the anticipated benefits of our acquisitions or other strategic transactions, including the
possibility that the expected impact of benefits from the acquisitions or strategic transactions will not be realized
or will not be realized within the expected time period, significant transaction costs, the integration of operations
and employees into our business, our ability to obtain marketing approval of our product candidates we acquired
from the acquisitions or other strategic transactions and unknown liabilities;
•
the rate and degree of market acceptance and clinical utility of any of our products or product candidates;
•
the ability and willingness of patients and healthcare professionals to access our products and product candidates
through alternative means if pricing and reimbursement negotiations in the applicable territory do not have a
positive outcome;
•
the timing of, and our ability to obtain additional marketing authorizations for our products and product
candidates;
•
the ability of our products and our product candidates to meet existing or future regulatory standards;
•
the potential receipt of revenues from future sales of our products or product candidates;
•
the expected impact of our loss of market exclusivity for Emflaza® (deflazacort) for the treatment of Duchenne
muscular dystrophy in the United States under the Orphan Drug Act of 1983;
•
our scientific approach and general development progress;
•
our sales, marketing and distribution capabilities and strategy, including the ability of our third-party
manufacturers to manufacture and deliver our products and product candidates in clinically and commercially
sufficient quantities and the ability of distributors to process orders in a timely manner and satisfy their other
obligations to us;
•
our ability to establish and maintain arrangements for the manufacture of our products and product candidates
that are sufficient to meet clinical trial and commercial launch requirements;
•
our ability to complete any post-marketing requirements imposed by regulatory agencies with respect to our
products;
•
our ability to satisfy our obligations under the terms of our lease agreements;
•
our ability to satisfy our obligations under the indenture governing our 1.50% convertible senior notes due
September 15, 2026;
•
our regulatory submissions, including with respect to timing and outcome of regulatory review;
3
•
the timing and conduct of our ongoing, planned and potential future clinical trials and studies for our splicing and
inflammation and ferroptosis programs as well as studies in our products for maintaining authorizations, label
extensions and additional indications, including the timing of initiation, enrollment and completion of the trials
and the period during which the results of the trials will become available;
•
our plans to advance our earlier stage programs and pursue research and development of other product candidates,
including our splicing and inflammation and ferroptosis programs;
•
the sufficiency of our cash resources and our ability to obtain adequate financing in the future on favorable terms
or at all, for our foreseeable and unforeseeable operating expenses and capital expenditure requirements;
•
whether we may pursue business development opportunities, including potential collaborations, alliances, and
acquisition or licensing of assets and our ability to successfully develop or commercialize any assets to which we
may gain rights pursuant to such business development opportunities;
•
the potential advantages of our products and any product candidate;
•
our intellectual property position;
•
the impact of government laws and regulations;
•
the impact of litigation that has been or may be brought against us or of litigation that we are pursuing against
others; and
•
our competitive position.
We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and
you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially
from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included
important factors in the cautionary statements included in this Annual Report on Form 10-K, particularly under the heading
“Summary of Risk Factors” and the risk factors detailed further in Part I, Item 1A. Risk Factors that we believe could
cause actual results or events to differ materially from the forward-looking statements that we make.
Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions,
joint ventures or investments we may make.
You should read this Annual Report on Form 10-K and the documents that we have filed as exhibits to this Annual
Report on Form 10-K completely and with the understanding that our actual future results may be materially different
from what we expect. We do not assume any obligation to update any forward-looking statements whether as a result of
new information, future events or otherwise, except as required by applicable law.
In this Annual Report on Form 10-K, unless otherwise stated or the context otherwise requires, references to “PTC,”
“PTC Therapeutics,” “we,” “us,” “our,” “the Company,” and similar references refer to PTC Therapeutics, Inc. and, where
appropriate, its subsidiaries. The trademarks, trade names and service marks appearing in this Annual Report on
Form 10-K are the property of their respective owners.
All website addresses given in this Annual Report on Form 10-K are for information only and are not intended to be
an active link or to incorporate any website information into this document.
4
SUMMARY OF RISK FACTORS
Below is a summary of the principal risk factors that make an investment in our common stock speculative or risky.
This summary does not address all of the risks and uncertainties that we face. Additional risks and uncertainties not
presently known to us or that we presently deem less significant may also impair our business operations. Additional
discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found in Item 1A. Risk
Factors, of this Annual Report on Form 10-K, and should be carefully considered, together with other information in this
Annual Report on Form 10-K and our other filings with the Securities Exchange Commission, before making an investment
decision regarding our common stock. The forward-looking statements discussed above are qualified by these risk factors.
If any of the following risks occur, our business, financial condition, results of operations and future growth prospects
could be materially and adversely affected.
Summary of Risk Factors
•
We may be unable to continue to execute our commercial strategy for our products, fail to obtain renewal of, or
satisfy the conditions of our marketing authorization for our products;
•
Delays or failures in obtaining regulatory approval would materially impair our commercialization capabilities;
•
We may be unable to continue to commercialize Translarna for nmDMD in the EEA if individual countries in the
EU do not leverage Articles 117(3) and 5(1) of the EU Directive 2001/83 to allow continued commercial use of
Translarna. The loss of the Translarna marketing authorization in the EEA may affect future reauthorizations in
other jurisdictions;
•
We may not qualify for certain specialized pathways to develop our product candidates or to seek approval;
•
We or our collaborators may experience any of a number of possible unforeseen events in connection with clinical
trials related to our products and product candidates;
•
Subgroup, retrospective, post-hoc, and certain statistical analyses may not be reliable and typically will not form
the basis for regulatory approval;
•
We may experience delays or difficulties in the enrollment of patients in our clinical trials;
•
We may identify serious adverse side effects during the development or further development of any product or
product candidate;
•
Our products and product candidates may be difficult to manufacture;
•
Our products and product candidates may fail to achieve market acceptance in the medical community;
•
We may be unable to establish or maintain sales, marketing and distribution capabilities or enter into agreements
with third parties to market, sell and distribute our products or product candidates;
•
A significant portion of our commercial sales currently occurs in territories outside of the United States which
subjects us to additional business risks and laws and regulations, including those governing export restrictions
and economic sanctions;
•
We face substantial competition;
•
Our products or product candidates may become subject to unfavorable pricing regulations, third-party
reimbursement practices or healthcare reform initiatives;
•
There may be future changes in legal and regulatory requirements that may materially impact our results of
operations;
•
We have incurred significant losses since our inception and expect to continue to incur significant operating
expenses for the foreseeable future. We may need additional funding and we may never generate profits from
operations or maintain profitability;
•
We may engage in strategic transactions to acquire assets, businesses, or rights to products, product candidates
or technologies or from collaborations or make investments in other companies or technologies that could harm
our business and dilute our stockholders’ ownership;
•
Raising additional capital may dilute our stockholders’ ownership, restrict our operations or require us to
relinquish rights to our technologies or product candidates;
•
We may not be able to comply with applicable laws and regulations for our products or product candidates;
•
We may not be able to obtain orphan drug exclusivity for our products or product candidates in either the United
States or the EU;
5
•
All pharmaceutical products for which marketing authorization has been granted are subject to extensive and
rigorous regulation;
•
Failure to obtain and maintain acceptable pricing and reimbursement terms for our products would delay our
commercialization efforts;
•
Legislative and regulatory changes affecting the pharmaceutical industry or the healthcare system more broadly
may negatively affect our business;
•
We may fail to properly allocate our resources;
•
We contract with third parties for the manufacture and distribution of our products and certain of our product
candidates and these third parties may encounter issues that affect our business;
•
We rely on third parties to conduct our preclinical and clinical trials and other essential services;
•
We currently depend, and expect to continue to depend, on collaborations with third parties for the development
and commercialization of some of our products and product candidates;
•
Our business and operations would suffer in the event of computer system failures, cyber-attacks or a deficiency
in our, or our collaborators’ or third-party vendors’, cyber-security;
•
We may be subject to product liability and other civil lawsuits;
•
We may be unable to retain our key executives;
•
We may be unable to obtain or maintain patent protection for our technology and products;
•
We may become involved in lawsuits to protect or enforce our intellectual property or in connection with
allegations that we are infringing on third-party intellectual property rights;
•
Without patent protection, our marketed products may face generic competition;
•
We may not obtain or maintain adequate trademark protection for our brand names;
•
Our rights to develop and commercialize Upstaza/Kebilidi are subject, in part, to the terms and conditions of
licenses granted to us by others;
•
We may not have sufficient cash flow from our business to make payments on our debt; and
•
The price of our common stock may be volatile and fluctuate substantially.
6
PART I
Item 1. Business
Overview
We are a global biopharmaceutical company dedicated to the discovery, development and commercialization of clinically
differentiated medicines for children and adults living with rare disorders. We are advancing a robust and diversified
pipeline of transformative medicines as part of our mission to provide access to best-in-class treatments for patients with
unmet medical needs. Our strategy is to leverage our scientific expertise and global commercial infrastructure
to optimize value for our patients and other stakeholders.
Our Pipeline
We have a diversified therapeutic portfolio that includes several commercial products and product candidates in various
stages of development, including discovery, research and clinical stages, focused on the development of new treatments
for multiple therapeutic areas for rare diseases relating to neurology and metabolism. The disclosure below summarizes
the status of our significant commercial products and clinical-stage programs as of the date of this report, including those
with our strategic partners:
•
Global Commercial Footprint
o
SephienceTM (sepiapterin) – Sephience is our product for the treatment of adult and pediatric patients with
phenylketonuria, or PKU, a rare, inherited metabolic disease, characterized by the body's inability to break
down an essential amino acid called phenylalanine, or Phe, which can result in neurological and other
symptoms. Through its novel dual mechanism of action, Sephience is able to effectively reduce blood Phe
levels and has the potential to treat a broad range of PKU patients. Sephience is approved in the United States,
European Economic Area, or EEA, Japan and additional geographies.
o
Global DMD Franchise – We have two products, TranslarnaTM (ataluren) and Emflaza® (deflazacort), for
the treatment of Duchenne muscular dystrophy, or DMD, a rare, life-threatening disorder. While Translarna
previously had conditional approval in the EEA, in March 2025, the European Commission, or EC, adopted
the negative opinion of the Committee of Medicinal Products for Human Use, or CHMP, of the European
Medicines Agency, or EMA, to not renew the conditional marketing authorization of Translarna for the
treatment of nonsense mutation Duchenne muscular dystrophy, or nmDMD. However, the EC indicated that
individual countries within the European Union, or EU, can leverage Articles 117(3) and 5(1) of the EU
Directive 2001/83 to allow continued commercial use of Translarna. Translarna has marketing authorization
in additional geographies outside of the EEA, though the EC adoption of the CHMP negative opinion may
affect future reauthorizations. Emflaza is approved in the United States for the treatment of DMD in patients
two years and older.
o
UpstazaTM (eladocagene exuparvovec) / KebilidiTM (eladocagene exuparvovec-tneq) – Upstaza, a gene
therapy for the treatment of Aromatic L-Amino Decarboxylase, or AADC, deficiency, a rare central nervous
system, or CNS, disorder is approved for the treatment of AADC deficiency for patients 18 months and older
within the EEA and the United Kingdom. This gene therapy is approved and marketed with the brand name
Kebilidi in the United States.
o
Tegsedi® (inotersen) and Waylivra® (volanesorsen) – We hold the rights for the commercialization of
Tegsedi and Waylivra for the treatment of rare diseases in countries in Latin America and the Caribbean
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pursuant to our Collaboration and License Agreement with a subsidiary of Ionis Pharmaceuticals, Inc., or
Ionis. Tegsedi has received marketing authorization in the United States, EU, and Brazil for the treatment of
stage 1 or stage 2 polyneuropathy in adult patients with hereditary transthyretin amyloidosis, or hATTR
amyloidosis. Waylivra is approved in Brazil for the treatment of familial chylomicronemia syndrome, or
FCS, and familial partial lipodystrophy, or FPL. Waylivra has also received marketing authorization in the
EU for the treatment of FCS
o
Evrysdi® (risdiplam) – Evrysdi, a treatment for spinal muscular atrophy, or SMA, was approved by the FDA
for the treatment of SMA in adults and children of all ages and by the EC for the treatment of 5q SMA in
patients of all ages with a clinical diagnosis of SMA Type 1, Type 2 or Type 3 or with one to four SMN2
copies. Evrysdi has also received marketing authorization for the treatment of SMA in over 100 countries.
Evrysdi is a product of our SMA program and our collaboration with F. Hoffman-La Roche Ltd. and
Hoffman-La Roche Inc., which we refer to collectively as Roche, and the Spinal Muscular Atrophy
Foundation, or SMA Foundation.
•
Diversified Development Pipeline
o
Splicing Platform – In addition to our SMA program, our splicing platform also includes votoplam, which
is being developed for the treatment of Huntington’s disease, or HD. We initiated a Phase 2 study of votoplam
for the treatment of HD in the first quarter of 2022, which consisted of an initial 12-week placebo-controlled
phase focused on safety, pharmacology and pharmacodynamic effects followed by a nine-month placebo-
controlled phase focused on votoplam biomarker effect. In September 2024, the FDA granted Fast Track
designation to the votoplam program for the treatment of HD. In November 2024, we entered into a License
and Collaboration Agreement with Novartis Pharmaceuticals Corporation, or Novartis, relating to our
votoplam program, or the Novartis Agreement, which included related molecules. While Novartis has taken
over responsibility for further development of the votoplam program, we continue to collaborate with
Novartis on next steps for votoplam. In May 2025, we announced that the Phase 2 study of votoplam met its
primary endpoints of blood HTT lowering and safety. The results on the full study population are consistent
with the previously reported evidence of dose-dependent HTT lowering, favorable safety profile and early
signals of dose-dependent clinical effect at 12 months in Stage 2 patients. In addition, at 24 months of
treatment, there were continued trends of dose-dependent favorable clinical effect relative to a propensity-
matched natural history cohort as well as dose-dependent neurofilament light protein, or NfL, lowering. In
the fourth quarter of 2025, an End-of-Phase 2 meeting was held with FDA, and we reached alignment on
design of a global Phase 3 clinical trial of votoplam, which we expect that Novartis will initiate in the first
half of 2026. This trial could serve as the confirmatory study in the context of Accelerated Approval, or as a
registration trial. We also expect to have results from the Phase 2 PIVOT-HD extension study of votoplam
in the first half of 2026, once all participants cross the 24-month time point.
o Inflammation and Ferroptosis Platform – Our inflammation and ferroptosis platform consists of small
molecules that target key enzymes that regulate oxidative stress and inflammatory pathways central to the
pathology of a number of CNS and non-CNS diseases. The most advanced molecule in our inflammation
and ferroptosis platform is vatiquinone. We announced topline results from a registration-directed Phase 3
trial of vatiquinone in children and young adults with Friedreich’s ataxia, or FA, called MOVE-FA, in May
2023. While the trial did not meet its primary endpoint, vatiquinone treatment did demonstrate significant
benefit on key disease subscales, including the upright stability subscale, as well as on other disease relevant
endpoints. In the first quarter of 2024, we met with the FDA, who expressed willingness to review a new
drug application, or NDA, for vatiquinone for the treatment of FA, based on the MOVE-FA trial as well as
data from the ongoing open label extension, or OLE, study following the MOVE-FA trial, potentially
allowing for the submission of an NDA in late 2024. In October 2024, we announced that the pre-specified
endpoint for two different FA long-term extension studies was met, with statistically significant evidence of
durable treatment benefit on disease progression. In December 2024, we submitted an NDA to the FDA for
vatiquinone for the treatment of children and adults living with FA. In August 2025, the FDA issued a
complete response letter related to the NDA stating that substantial evidence of efficacy was not
demonstrated for vatiquinone and that an additional adequate and well-controlled study would be needed to
support NDA resubmission. We met with the FDA in the fourth quarter of 2025 to discuss the vatiquinone
development program. FDA suggested an additional study be conducted to support NDA resubmission. FDA
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stated in the meeting minutes that this study could be an open label study with a natural history control group.
We plan to meet with FDA in the second quarter of 2026 to discuss the design of this new study.
•
Pre-clinical Pipeline
o
We continue to invest in our pre-clinical product pipeline by committing resources to research and
development programs to provide access to best-in-class treatments for patients who have an unmet medical
need. Our pre-clinical efforts are focused on two scientific platforms: splicing and inflammation and
ferroptosis, two areas of science where PTC has significant expertise.
Global Commercial Footprint
Sephience
Sephience is indicated for the treatment of adult and pediatric patients with PKU. Sephience has a novel dual mechanism
of action. First, it is a natural precursor of the enzymatic co-factor BH4, a critical co-factor for phenylalanine hydroxylase
(PAH), the enzyme affected in PKU. Sephience is able to serve as a more bioavailable source of intracellular BH4 than by
administering BH4 itself. The second mechanism of action is Sephience’s ability to serve as an independent chaperone
itself, stabilizing enzyme morphology and enhancing enzyme function. Through this dual mechanism of action, Sephience
is able to effectively reduce blood Phe levels and has the potential to treat a broad range of PKU patients, including those
with the most severe, non-BH4 responsive mutations.
PKU is a rare, inherited metabolic disease, characterized by the body's inability to break down Phe, an essential amino
acid, which can result in neurological and other symptoms. If left untreated or poorly managed, Phe can build up to harmful
levels in the body. This causes severe and irreversible disabilities, such as permanent intellectual disability, seizures,
delayed development, memory loss, and behavioral and emotional problems. Newborns with PKU initially do not have
any symptoms, but symptoms are usually progressive, and damage caused by toxic levels of Phe in the first few years of
life is irreversible. Diagnosis of PKU usually takes place during newborn screening programs. There are an estimated
58,000 people living with PKU globally.
In June 2025, Sephience was granted marketing authorization by the EC for the treatment of children and adults living
with PKU within the EEA. In July 2025, Sephience was approved by the FDA for the treatment of pediatric and adult
patients living with PKU in the United States age one month and above. In December 2025, Sephience was approved by
the Japanese Ministry of Health, Labor and Welfare, or MHLW, for the treatment of children and adults living with PKU
in Japan, where the label includes individuals of all ages and the full spectrum of disease severity. In February 2026,
Sephience was approved by ANVISA, the Brazilian health regulatory authority, for the treatment of children and adults
living with PKU in Brazil. Sephience is also approved in additional geographies.
Global DMD Franchise
Duchenne muscular dystrophy (DMD)
Muscular dystrophies are genetic disorders involving progressive muscle wasting and weakness. DMD is the most
common and one of the most severe types of muscular dystrophy. DMD occurs when a mutation in the dystrophin gene
prevents the cell from making a functional dystrophin protein. Dystrophin is a muscle membrane associated protein and is
critical to the structural and membrane stability of muscle fibers in skeletal, diaphragm and heart muscle. The absence of
normally functioning dystrophin results in muscle fragility, such that muscle injury occurs when muscles contract or stretch
during normal use. As muscle damage progresses, connective tissue and fat replace muscle fibers, resulting in inexorable
muscle weakness.
Because the dystrophin gene is located on the X chromosome, DMD occurs primarily in young boys, although
approximately 10% of female carriers show some disease symptoms. DMD is rare, and estimates of occurrence include
approximately 1 in every 3,500 live male births, according to the National Organization for Rare Diseases and
approximately 1 in every 5,000 live male births according to Ryder (2017) in the European Journal of Human Genetics.
We estimate that there are between approximately 10,000 to 15,000 DMD patients in the United States. Several different
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types of mutation in the dystrophin gene can result in DMD, including deletion, duplication and nonsense mutations. A
test known as multiplex ligation-dependent probe amplification can detect large deletions and duplications, which account
for approximately 75% of all mutations. However, gene sequencing is required to identify small mutations such as
nonsense mutations. We estimate that nonsense mutations account for approximately 13% of cases of DMD. Without
treatment, patients with DMD typically lose walking ability by their early teens, require ventilation support in their late
teens, and eventually experience premature death due to heart and lung failure. Even with medical care, most people with
DMD die from cardiac or respiratory failure before or during their 30s.
Marketing authorization matters
Translarna for the treatment of nonsense mutation Duchenne muscular dystrophy
We previously had a marketing authorization for Translarna in the EEA, which had been subject to annual review and
renewal by the EC following reassessment by the EMA of the benefit-risk balance of the authorization. In March 2025,
the European Commission adopted the negative opinion of the CHMP to not renew the conditional marketing authorization
of Translarna for the treatment of nmDMD. However, the EC indicated that individual countries within the EU can leverage
Articles 117(3) and 5(1) of the EU Directive 2001/83 to allow continued commercial use of Translarna. There is a
substantial risk that as a result of the EC’s adoption of the CHMP’s negative opinion we will lose a significant portion of
our ability to generate revenue from sales of Translarna in the EEA. Translarna has marketing authorization for the
treatment of nmDMD in additional geographies outside the EEA.
Translarna is an investigational new drug in the United States. During the first quarter of 2017, we filed an NDA for
Translarna for the treatment of nmDMD over protest with the FDA. In October 2017, the Office of Drug Evaluation I of
the FDA issued a complete response letter for the NDA, stating that it was unable to approve the application in its current
form. In response, we filed a formal dispute resolution request with the Office of New Drugs of the FDA. In February 2018,
the Office of New Drugs of the FDA denied our appeal of the complete response letter. In its response, the Office of New
Drugs recommended a possible path forward for our ataluren NDA submission based on the accelerated approval pathway.
We followed the FDA’s recommendation and collected, using newer technologies via procedures and methods that we
designed in a new study, Study 045, and announced the results of Study 045 in February 2021. Study 045 did not meet its
pre-specified primary endpoint. In June 2022, we announced top-line results from the placebo-controlled trial of Study
041, which was our 18 months, placebo-controlled trial, followed by an 18 months open label extension, of Translarna in
the treatment of ambulatory patients with nmDMD aged five years or older. Following this announcement, we submitted
a meeting request to the FDA to gain clarity on the regulatory pathway for a potential re-submission of an NDA for
Translarna. The FDA provided initial written feedback that Study 041 does not provide substantial evidence of
effectiveness to support NDA re-submission. We held a Type C meeting with the FDA in the fourth quarter of 2023 to
discuss the totality of Translarna data. Based on feedback from the FDA, we re-submitted the NDA in July 2024, based
on the results from Study 041 and from our international drug registry study for nmDMD patients receiving Translarna.
In October 2024, the FDA accepted for review the resubmission of the NDA for Translarna for the treatment of nmDMD.
Following feedback from FDA at the end of January 2026, we decided to withdraw the NDA resubmission for Translarna.
Further development of Translarna for the treatment of nmDMD in the United States is not planned.
Emflaza for the treatment of Duchenne muscular dystrophy in the United States
Emflaza, both in tablet and suspension form, received approval from the FDA in February 2017 as a treatment for DMD
in patients five years of age and older in the United States. In June 2019, the FDA approved our label expansion request
for Emflaza for patients two to five years of age. We estimate that there are between approximately 10,000 and 15,000
DMD patients in the United States.
We have previously relied on Emflaza’s seven-year marketing exclusivity period in the United States for its approved
indications under the provisions of the Orphan Drug Act of 1983, or the Orphan Drug Act, when commercializing
Emflaza for the treatment of DMD in patients five years and older, which expired in February 2024. With the expiration
of this orphan drug exclusivity, we have seen an increase in competition from generics, which has, and we expect will
continue to have, a negative impact on Emflaza net product revenue. Emflaza’s orphan drug exclusivity related to the
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treatment of DMD in patients two years of age to less than five expires in June 2026. See “Item 1. Business-Government
Regulation” for further discussion with respect to marketing protection we rely on.
Upstaza / Kebilidi
Upstaza/Kebilidi is an adeno-associated virus, or AAV, gene therapy for the treatment of AADC deficiency, a rare CNS
disorder arising from reductions in the enzyme AADC that results from mutations in the dopa decarboxylase gene. In July
2022, the EC approved Upstaza for the treatment of AADC deficiency for patients 18 months and older within the EEA.
In November 2022, the Medicines and Healthcare Products Regulatory Agency approved Upstaza for the treatment of
AADC deficiency for patients 18 months and older within the United Kingdom. In November 2024, the FDA granted
accelerated approval of our gene therapy for the treatment of children and adults with AADC deficiency, which is marketed
with the brand name Kebilidi in the United States. We are obligated to complete certain post-marketing requirements in
connection with the FDA's approval, including clinical safety studies.
AADC is the enzyme responsible for the conversion of L-dopa to dopamine. Dopamine is a key neurotransmitter that acts
within the striatum (caudate and putamen), a component of the brain’s deep grey matter, to modulate output of neurons
that project to the motor and premotor cortices of the brain that plan and execute normal motor function. Dopamine is
required in the brain for humans to develop and maintain proper motor function.
AADC deficiency is a monogenic disorder of neurotransmitter synthesis that manifests in young children and most
commonly results in profound developmental delay, often seen as complete arrest of motor development. AADC
deficiency generally causes the inability to develop motor control, resulting in breathing, feeding, and swallowing
problems, frequent hospitalizations, and the need for life-long care. On average, patients with AADC deficiency die in the
first decade of life due to profound motor dysfunction and secondary complications such as choking, hypoxia, and
pneumonia. Currently, no other treatment options are available for the underlying cause of the disorder, and care is limited
to palliative options with significant burden on caregivers.
The prevalence of AADC deficiency has been estimated to be approximately 5,000 patients worldwide, with a live-birth
incidence of up to 1 in 40,000 worldwide. While several diagnostic tests for AADC deficiency are available, we believe
the condition remains largely undiagnosed or misdiagnosed and may be confused with cerebral palsy.
Patients are treated with Upstaza/Kebilidi during a single procedure in which the gene therapy is administered directly to
the region of the brain, called the putamen, where dopamine is made and released. The targeted micro-dosing approach
administering small amounts of gene therapy directly to focal regions of affected cells in the putamen has the benefit of
keeping the supply requirements for materials low, improving access of the therapeutic gene to key cells, potentially
limiting immune and complement-mediated responses and reducing the risk of off-target uptake and excretion of the gene
therapy by the liver and kidneys.
Upstaza and Kebilidi for the treatment of AADC deficiency has orphan drug designation in the EU and United States,
respectively. Due to its orphan medicinal product designation by the EMA, we rely on a ten-year exclusive marketing
period for Upstaza in the EEA, which may potentially be extended for two additional years if we receive approval for a
pediatric exclusivity incentive. Kebilidi has a twelve-year exclusive marketing period in the United States for the approved
indication, commencing on the date of FDA approval, under the provisions of the Biologics Price Competition and
Innovation Act of 2009, or BPCIA, as well as a concurrent seven-year exclusive marketing period, under the provisions
of the Orphan Drug Act. We rely on the twelve-year BPCIA regulatory exclusivity and concurrent seven-year Orphan
Drug Act exclusivity to commercialize Kebilidi in the United States, which we expect to expire in November 2036 and
November 2031, respectively.
See “Item 1. Business-Government Regulation-The new drug and biologic approval process” below for further discussion
with respect to the Biologics License Application, or BLA, process.
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Tegsedi and Waylivra
In August 2018, we entered into a Collaboration and License Agreement with Akcea Therapeutics, Inc., or Akcea, a
subsidiary of Ionis, for the commercialization by us of Tegsedi, Waylivra and products containing those compounds in
countries in Latin America and the Caribbean, or the PTC Territory. See “Item 1. Business-Our Collaborations, License
Agreements and Funding Arrangements-Tegsedi and Waylivra” below for further discussion with respect to this
Collaboration and License Agreement.
Tegsedi
Tegsedi, a product of Ionis’ proprietary antisense technology, is an antisense oligonucleotide, or ASO, inhibitor of human
transthyretin, or TTR, production. Tegsedi is the world’s first RNA-targeted therapeutic to treat patients with hereditary
transthyretin amyloidosis, or hATTR amyloidosis. In October 2019, it received marketing authorization from ANVISA,
the Brazilian health regulatory authority, for the treatment of stage 1 or stage 2 polyneuropathy in adult patients with
hATTR amyloidosis in Brazil. Our marketing authorization for Tegsedi in Brazil is subject to renewal every five years. It
has also received marketing authorization in the United States and the EU for the same indication.
hATTR amyloidosis is a progressive, systemic and fatal inherited disease caused by the abnormal formation of the TTR
protein and aggregation of TTR amyloid deposits in various tissues and organs throughout the body, including in peripheral
nerves, heart, intestinal tract, eyes, kidneys, CNS, thyroid and bone marrow. The progressive accumulation of TTR
amyloid deposits in these tissues and organs leads to sensory, motor and autonomic dysfunction often having debilitating
effects on multiple aspects of a patient’s life. Patients with hATTR amyloidosis often present with a mixed phenotype and
experience overlapping symptoms of polyneuropathy and cardiomyopathy.
Ultimately, hATTR amyloidosis generally results in death within three to fifteen years of symptom onset. Therapeutic
options for the treatment of patients with hATTR amyloidosis are limited and there are currently no disease-modifying
drugs approved for the disease. There are an estimated 50,000 patients with hATTR amyloidosis worldwide, including
approximately 6,000 patients with polyneuropathic hATTR amyloidosis in Latin America.
Waylivra
Waylivra is an ASO that has received marketing authorization in the EU for the treatment of FCS, subject to certain
conditions. The United States and EU regulatory agencies have granted orphan drug designation to Waylivra for the
treatment of FCS. In connection with the marketing approval for Waylivra in the EU, the EC is requiring Akcea to provide
results of a study based on a registry of patients to investigate how blood checks and adjustments to frequency of injections
are carried out in practice and how well they work to prevent thrombocytopenia and bleeding in FCS patients taking
Waylivra. In August 2021, ANVISA approved Waylivra as the first treatment for FCS in Brazil. Our marketing
authorization for Waylivra in Brazil is subject to renewal every five years.
FCS is an ultra-rare disease caused by impaired function of the enzyme lipoprotein lipase, or LPL, and characterized by
severe hypertriglyceridemia (>880mg/dL) and a risk of unpredictable and potentially fatal acute pancreatitis. Because of
limited LPL function, people with FCS cannot break down chylomicrons, lipoprotein particles that are 90% triglycerides.
In addition to pancreatitis, FCS patients are at risk of chronic complications due to permanent organ damage. They can
experience daily symptoms including abdominal pain, generalized fatigue and impaired cognitions that affect their ability
to work. People with FCS also report major emotional and psychosocial effects including anxiety, social withdrawal,
depression and brain fog.
Additionally, we received approval of Waylivra for the treatment of FPL in Brazil in December 2022. FPL is a rare genetic
metabolic disease characterized by selective, progressive loss of body fat (adipose tissue) from various areas of the body
leading to ectopic fat deposition in liver and muscle and development of insulin resistance, diabetes, dyslipidemia and
fatty liver disease. Individuals with FPL often have reduced subcutaneous fat in the arms and legs and the head and trunk
regions may or may not have loss of fat. Conversely, affected individuals may also have excess subcutaneous fat
accumulation in other areas of the body, especially the neck, face and intra-abdominal regions.
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Evrysdi
Evrysdi was approved by the FDA in August 2020 for the treatment of SMA in adults and children two months and older
and by the EC in March 2021 for the treatment of 5q SMA in patients two months and older with a clinical diagnosis of
SMA Type 1, Type 2 or Type 3 or with one to four SMN2 copies. Evrysdi has also received marketing authorization for
the treatment of SMA in over 100 countries. In May 2022, the FDA approved a label expansion for Evrysdi to include
infants under two months old with SMA. In August 2023, the EC approved an extension of the Evrysdi marketing
authorization to include infants under two months old in the EU. Evrysdi is a product of our SMA program and our
collaboration with Roche and the SMA Foundation. For additional information, see “Item 1. Business – Our
Collaborations, License Agreements and Funding Arrangements – Roche and the SMA Foundation.”
SMA is a genetic neuromuscular disease characterized by muscle wasting and weakness. The disease generally manifests
early in life. SMA is caused by mutation or deletion of the Survival of Motor Neuron 1, or SMN1, gene that encodes the
survival of motor neuron, or SMN, protein. The SMN protein is critical to the health and survival of the nerve cells in the
spinal cord responsible for muscle contraction. A second gene, Survival of Motor Neuron 2, or SMN2, is very similar to
SMN1, contains a T nucleotide at position 6 in exon 7 and produces low, insufficient levels of functional SMN protein
due to alternative splicing of exon 7. According to the SMA Foundation, SMA is the leading genetic cause of death in
infants and toddlers. Approximately 1 in 10,000 children is born with the disease. We estimate that there are between
20,000 to 30,000 children and adults living with SMA in the United States, Europe and Japan.
Diversified Development Pipeline
Our pipeline includes a number of programs at various stages of development including votoplam and other programs
from our splicing and inflammation and ferroptosis platforms. Additionally, we have ongoing clinical studies of our current
commercial products for maintaining authorizations and enabling additional authorizations.
Splicing Platform
Our splicing platform focuses on the development of innovative therapies for diseases of unmet medical need that may be
ameliorated through the regulation of pre-mRNA splicing.
In addition to Evrysdi and our SMA program, our splicing platform also includes votoplam, which is being developed for
the treatment of HD. HD is a neurodegenerative and progressive brain disorder caused by the expansion of a triplet repeat
sequence in the huntingtin gene and production of a toxic gain-of-function mutant huntingtin protein, or mHTT, resulting
in uncontrolled movements and cognitive loss. There are currently no disease-modifying therapies approved to delay the
onset or slow the progression of HD. We believe that there are approximately 135,000 HD patients globally. Votoplam is
an orally bioavailable molecule with broad CNS and systemic distribution that has been designed to reduce huntingtin
protein expression with high selectivity and specificity. We announced the results from our Phase 1 study of votoplam in
healthy volunteers in September 2021 demonstrating dose-dependent lowering of huntingtin messenger ribonucleic acid
and protein levels, that votoplam efficiently crosses blood brain barrier at significant levels and that votoplam was well
tolerated. We initiated a Phase 2 study of votoplam for the treatment of HD in the first quarter of 2022, which consisted
of an initial 12-week placebo-controlled phase focused on safety, pharmacology and pharmacodynamic effects followed
by a nine-month placebo-controlled phase focused on votoplam biomarker effect. In September 2024, the FDA granted
Fast Track designation to the votoplam program for the treatment of HD. In May 2025, we announced that the Phase 2
study of votoplam met its primary endpoints of blood mHTT lowering and safety. The results on the full study population
are consistent with the previously reported evidence of dose-dependent mHTT lowering, favorable safety profile and early
signals of dose-dependent clinical effect at 12 months in Stage 2 patients. In addition, at 24 months of treatment, there
were continued trends of dose-dependent favorable clinical effect relative to a propensity-matched natural history cohort
as well as dose-dependent NfL lowering.
In November 2024, we entered into a License and Collaboration Agreement with Novartis Pharmaceuticals Corporation,
or Novartis, relating to our votoplam program, or the Novartis Agreement, which included related molecules. While
Novartis has taken over responsibility for further development of the votoplam program, we continue to collaborate with
Novartis on next steps. In the fourth quarter of 2025, an End-of-Phase 2 meeting was held with FDA, and we reached
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alignment on design of a global Phase 3 clinical trial of votoplam, which we expect that Novartis will initiate in the first
half of 2026. This trial could serve as the confirmatory study in the context of Accelerated Approval, or as a registration
trial. We also expect to have results from the Phase 2 PIVOT-HD extension study of votoplam in the first half of 2026,
once all participants cross the 24-month time point. For additional information, see “Item 1. Business – Our Collaborations,
License Agreements and Funding Arrangements – Novartis Pharmaceuticals Corporation.”
Inflammation and Ferroptosis Platform
Our inflammation and ferroptosis platform consists of small molecule compounds that target enzymes and pathways
known to regulate oxidative stress and inflammatory pathways central to the pathology of a number of CNS and non-CNS
diseases. Oxidation-reduction, or redox, reactions are an essential component of the generation and regulation of energy
in living systems. These reactions are regulated through a set of enzymes known as oxidoreductase enzymes that uniquely
require the transfer of an electron, or a redox chemical reaction, to affect their biological activity.
One of the advanced molecules in our inflammation and ferroptosis platform is vatiquinone. Vatiquinone is a small
molecule orally bioavailable compound that has been in development for inherited mitochondrial diseases and related
genetic disorders of oxidative stress. Vatiquinone targets 15-lipoxygenase, a key regulator of oxidative stress, lipid-based
neuro-inflammation and cell death. We are developing vatiquinone for the treatment of FA. FA is a rare and life-shortening
neurodegenerative disease caused by a single defect in the FXN gene which causes reduced production of the frataxin
protein. We believe that there are approximately 25,000 FA patients globally, including approximately 6,000 in the United
States, of which approximately one-third are pediatric. Vatiquinone has previously been studied in FA patients in a Phase
2 trial that included a six-month placebo-controlled phase followed by an 18-month open label extension. In this trial,
long-term vatiquinone treatment (18-24 months) was associated with an improvement in overall disease severity and
neurological function relative to natural history. Vatiquinone has been generally well-tolerated in the clinic.
We announced topline results from our MOVE-FA trial, a registration-directed Phase 3 trial of vatiquinone in children and
young adults with FA, in May 2023. While the trial did not meet its primary endpoint of statistically significant change in
modified Friedreich Ataxia Rating Scale, or mFARS, score at 72 weeks in the primary analysis population, vatiquinone
treatment did demonstrate significant benefit on key disease subscales and secondary endpoints. In addition, in the
population of subjects that completed the study protocol, significance was reached in the mFARS endpoint and several
secondary endpoints, including the upright stability subscale. Furthermore, vatiquinone was well tolerated. In the first
quarter of 2024, we met with the FDA, who expressed willingness to review an NDA for vatiquinone for the treatment of
FA based on the MOVE-FA trial as well as data from the ongoing open label extension study following the MOVE-FA
trial. In October 2024, we announced that the pre-specified endpoint for two different FA long-term extension studies was
met, with statistically significant evidence of durable treatment benefit on disease progression. In December 2024, we
submitted an NDA to the FDA for vatiquinone for the treatment of children and adults living with FA. In August 2025,
the FDA issued a complete response letter related to the NDA stating that substantial evidence of efficacy was not
demonstrated for vatiquinone and that an additional adequate and well-controlled study would be needed to support NDA
resubmission. We met with the FDA in the fourth quarter of 2025 to discuss the vatiquinone development program. FDA
suggested an additional study be conducted to support an NDA resubmission. FDA stated in the meeting minutes that this
study could be an open label study with a natural history control group. We plan to meet with FDA in the second quarter
of 2026 to discuss the design of this new study.
Multi-platform Discovery
We continue to invest in our pre-clinical product pipeline by committing resources to research and development programs
to provide access to best-in-class treatments for patients who have an unmet medical need.
Our Approach
We use multiple drug discovery platforms to discover and develop therapies to target diseases with high-unmet need. Our
platforms focus on identifying small molecules that intervene in pathways required for RNA processing and energy
production. Careful control and manipulation of these processes allow us to address a wide range of deficiencies.
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Splicing
Post-transcriptional control processes are the events that occur in a cell following the transcription of DNA into RNA.
These processes regulate, for example, how long RNA molecules last in the cell, how exons in precursor messenger RNA,
or pre-mRNA, molecules are spliced, and how efficiently mRNA molecules are translated to proteins. In the majority of
human protein-encoding genes, the sequence encoding the mature mRNA transcript is not contiguous in the pre-mRNA
but rather has intervening non-coding regions called introns that interrupt the coding sequences, called exons. These introns
are removed from the final mRNA product by a process called splicing that also joins the exons together such that only
the exons are retained in the mature mRNA.
Approximately 94% of all human genes encode pre-mRNAs that undergo splicing, as such the majority of the human
genome is targetable with splicing modulation. PTC’s proprietary splicing discovery platform, PTSeekTM, identifies small
molecules that modulate splicing of specific exons in genes of therapeutic interest, including genes associated with SMA,
HD and various forms of cancer. Using this technology, we have successfully identified orally bioavailable small
molecules that correct splicing of SMN2 mRNA. An example of one of these molecules is Evrysdi, which was approved
in August 2020 by the FDA for the treatment of SMA in adults and children two months and older. Based on our knowledge
of the mechanism of splicing and how small molecules interact with the cellular splicing machinery, we have identified
additional small molecule drug candidates that modify splicing of pre-mRNA, promote inclusion of specific exons into
mRNA, including pseudoexons, or force skipping of undesired exons from the mature mRNA. We believe that this
technology is potentially widely applicable to a large number of target genes across many therapeutic areas.
Inflammation and Ferroptosis
Energy production in cells is critical to their survival. On the other hand, processes that induce inflammation and oxidative
stress in cells can negatively impact cell survival. Energy production takes place in a part of the cell called mitochondria.
The mitochondria use the transport of electrons via chemical reactions called redox reactions in their cell membranes to
produce adenosine triphosphate, or ATP, which is the central energy molecule inside cells. This process of moving
electrons to produce ATP is termed electron transfer or transport. The redox reactions, however, can also cause oxidative
stress. We use our expertise in energy production via electron transfer chemical reactions and in oxidative stress to develop
potentially first-in-class therapeutics for unmet medical needs. Through our screening processes, we have identified
multiple drug targets which we are assessing in nonclinical studies with the aim of identifying additional product
candidates to take into clinical development.
Our Collaborations, License Agreements and Funding Arrangements
We currently have ongoing collaborations with Roche and the SMA Foundation for SMA, a license agreement with
National Taiwan University, or NTU, for Upstaza, a collaboration and license agreement with Akcea for Tegsedi and
Waylivra, a license agreement with Shiratori Pharmaceutical Co., Ltd., or Shiratori, relating to the manufacturing processes
and technology for sepiapterin, and a license and collaboration agreement with Novartis for our votoplam HD program.
Roche and the SMA Foundation
Overview. In November 2011, we entered into a License and Collaboration Agreement with Roche and the SMA
Foundation, dated as of November 23, 2011, or the SMA License Agreement, to further develop and commercialize
compounds identified under our SMA sponsored research program with the SMA Foundation and to research other small
molecule compounds with potential for therapeutic use in patients with SMA. The research term of this agreement was
terminated effective December 31, 2014. The ongoing collaboration is governed by a joint steering committee consisting
of an equal number of representatives of us, the SMA Foundation and Roche. We, the SMA Foundation and Roche have
agreed to endeavor to make decisions by consensus, but if the joint steering committee cannot reach agreement after
following a specified decision resolution procedure, Roche’s decision will control. However, Roche may not exercise its
final decision-making authority with respect to certain specified matters, including any decision that would increase our
or the SMA Foundation’s obligations, reduce our or the SMA Foundation’s rights, expand Roche’s rights, or reduce
Roche’s obligations under the license and collaboration agreement.
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Commercialization. We have granted Roche worldwide exclusive licenses, with the right to grant sublicenses, to our
patent rights and know-how with respect to such compounds and products. Roche is responsible for pursuing worldwide
clinical development of compounds from the research program and has the exclusive right to develop and commercialize
compounds from the collaboration.
Payments and Contingent Payments. Pursuant to the SMA License Agreement, Roche paid us an upfront non-refundable
payment of $30.0 million. During the research term, which was terminated effective December 31, 2014, Roche provided
us with funding, based on an agreed-upon full-time equivalent rate, for an agreed-upon number of full-time equivalent
employees that we contributed to the research program. We are eligible to receive up to an aggregate of $135.0 million in
payments if specified development and regulatory milestones are achieved and up to an aggregate of $325.0 million in
payments if specified sales milestones are achieved. We are also entitled to tiered royalties ranging from 8% to 16% on
worldwide net product sales of products developed pursuant to the collaboration. Roche’s obligation to pay us royalties
will expire generally on a country-by- country basis at the latest of the expiration of the last-to-expire patent covering a
product in the given country, the expiration of regulatory exclusivity for that product in such country or 10 years from the
first commercial sale of that product in such country. However, the royalties payable to us may be decreased in certain
circumstances. For example, the royalty rate in a particular country is reduced if the product is not protected by patents in
that country and no longer entitled to regulatory exclusivity in that country. As of December 31, 2025, we have made all
payments due to the SMA Foundation under our pre-existing sponsored research agreement with the SMA Foundation.
As of December 31, 2025, we had recognized a total of $310.0 million in milestone payments and $789.8 million royalties
on net sales pursuant to the SMA License Agreement. As of December 31, 2025, there are no remaining development and
regulatory event milestones that we can receive. The remaining potential sales milestones as of December 31, 2025 are
$150.0 million upon achievement of certain sales events.
In December 2025, we entered into a second amendment, or Amendment No. 2, with Royalty Pharma Investments 2019
ICAV, or Royalty Pharma, and Royalty Pharma plc, to the Amended and Restated Royalty Pharma Purchase Agreement,
dated October 18, 2023, or the A&R Royalty Purchase Agreement, which amended and restated in its entirety the Royalty
Purchase Agreement, dated as of July 17, 2020. Pursuant to Amendment No. 2, we sold to Royalty Pharma our retained
right to receive sales-based royalty payments, or the Royalty, on worldwide net sales of Evrysdi and any other product
developed pursuant to the SMA License Agreement under the SMA Program in exchange for $240.0 million in upfront
cash consideration, and three potential additional cash purchase price payments of $20.0 million each conditioned upon
receipt by Royalty Pharma of more than $347.0 million of Assigned Royalty Payments (as defined in the A&R Royalty
Purchase Agreement) in respect of Calendar Year Net Sales (as defined in the A&R Royalty Purchase Agreement) arising
in 2027, $363.0 million of Assigned Royalty Payments in respect of Calendar Year Net Sales arising in 2028, and $379.0
million of Assigned Royalty Payments in respect of Calendar Year Net Sales arising in 2029, respectively. The retained
interest we sold Royalty Pharma pursuant to the Amendment No. 2 is equal to 9.5111% of the Royalty before the 2020
Assigned Royalty Cap (as defined in the A&R Royalty Purchase Agreement) has been met, and 16.6666% of the Royalty
from and after such time as the 2020 Assigned Royalty Cap has been met. As a result of the sale, Royalty Pharma owns
100% of the Royalty and we own 0% of the Royalty. To date, Royalty Pharma has paid to us cash consideration of $2.1
billion in exchange for 100% of the Royalty.
Termination. Unless terminated earlier, the SMA License Agreement will expire on the date when no royalty or other
payment obligations are or will become due under the agreement. Roche’s termination rights under the license and
collaboration agreement include the right to terminate the agreement at any time after November 22, 2013 on a product-
by-product and country-by-country basis upon three months’ notice before the launch of the applicable product or upon
nine months’ notice thereafter; and the right to terminate the agreement in specified circumstances following a change of
control of us. The license and collaboration agreement provides that we or Roche may terminate the agreement in the event
of an uncured breach by the other party of a material provision of the agreement, or in the event of the other party’s
bankruptcy or insolvency. Upon termination of the collaboration agreement by Roche for convenience or termination by
us as a result of Roche’s breach, bankruptcy, change of control or patent challenge, we have the right to assume the
development and commercialization of product candidates arising from the license and collaboration agreement. In that
event, we may become obligated to pay royalties to Roche on sales of any such product.
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SMA Foundation
Overview. In June 2006, we entered into a sponsored research agreement with the SMA Foundation under which we and
the SMA Foundation have collaborated in the research and preclinical development of small molecule therapeutics for
SMA. As discussed above, we are also collaborating with the SMA Foundation and Roche to further develop these
compounds. Pursuant to the sponsored research agreement, as amended, the SMA Foundation provided us with
$13.3 million in funding. The SMA Foundation is not obligated to provide any further funding under this agreement.
Continuing financial obligations. We may become obligated to pay the SMA Foundation single-digit royalties on
worldwide net product sales of any collaboration product that we successfully develop and subsequently commercialize
or, with respect to collaboration products we outlicense, including Evrysdi, a specified percentage of certain payments we
receive from our licensee. As discussed above, we have outlicensed rights to Roche pursuant to the SMA License
Agreement. We are not obligated to make such payments unless and until annual sales of a collaboration product exceed
a designated threshold. Since inception, the SMA Foundation has earned $52.5 million in royalty payments, fulfilling our
obligation to make such payments, all of which has been previously paid.
Reversion rights. In specified circumstances, including those involving our decision to discontinue development or
commercialization of a collaboration product, our uncured failure to meet agreed timelines or those that might arise
following our change of control, we may be obligated to grant the SMA Foundation exclusive or non-exclusive
sublicensable rights under our intellectual property, in certain collaboration products, among other rights, to assume the
development and commercialization of such collaboration products and to provide the SMA Foundation with other
transitional assistance, which we refer to as a reversion. In some such cases, we may be entitled to receive licensing fee
payments from the SMA Foundation and single-digit royalties on sales of the applicable collaboration product, which
amounts we collectively refer to as reversion payments. In other cases, the SMA Foundation is not required to make any
payments to us in connection with the licenses it receives from us.
Termination. Unless terminated earlier, the sponsored research agreement will continue until the earliest of the SMA
Foundation’s receipt of the repayment amount or, if there was a reversion, either our receipt of all reversion payments that
the SMA Foundation may be obligated to make to us or, if the SMA Foundation is not obligated to make reversion
payments, the expiration of the last-to-expire patent we licensed to the SMA Foundation in connection with such reversion.
The sponsored research agreement provides that either party may terminate the agreement in the event of an uncured
material breach by the other party or in the event of the other party’s bankruptcy or insolvency.
National Taiwan University
Overview. Pursuant to the license and technology transfer agreement, originally entered into between Agilis
Biotherapeutics, Inc., or Agilis, NTU and Professor Wuh-Liang (Paul) Hwu, in December 2015, or the NTU Licensing
Agreement, NTU granted to us an exclusive, perpetual license, with the right to grant sublicenses through all tiers, to
research and use the intellectual property, data, chemistry, manufacturing and controls, or CMC, records, documents,
confidential information, materials and know-how pertaining to the Research, including Upstaza for the treatment of
AADC deficiency, under the NTU Collaboration Agreement (as defined below), or the Technology, and to develop, make,
manufacture, use, sell, import and market the Technology and any other products made, invented, developed or
incorporated by or with the Technology, or the Licensed Products. Subject to any regulatory delays or issues, we were
obligated to research, use and develop the Technology to manufacture Licensed Products by December 23, 2025.
Additionally, we were obligated to obtain marketing approval of Upstaza for the treatment of AADC deficiency, either by
the FDA or by the EMA, by December 31, 2024. In July 2022, the EC approved Upstaza for the treatment of AADC
deficiency for patients 18 months and older within the EEA, satisfying that obligation.
Funding Obligations. NTU received a lump sum of $100,000 upon execution of the NTU Licensing Agreement, as well
as $2.0 million milestones payments based on the achievement of certain clinical and regulatory milestones, including
$1.2 million that became due and payable in July 2022 upon the EC’s approval of Upstaza for the treatment of AADC
deficiency. Additionally, NTU will be entitled to receive contingent payments from us based on (i) annual license
maintenance fees, (ii) a low double-digit percentage royalty of annual net sales between 10% and 15% of Licensed
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Products, and (iii) a percentage of sublicense revenue, ranging from low-twenties to mid-twenties. The annual license
maintenance fees are non-refundable, but creditable against annual net sales payments.
Intellectual Property. All intellectual property relating to the manufacture, production, assembly, use or sale of
Technology and any Licensed Products derived thereof are owned by NTU.
Termination. The NTU Licensing Agreement expires on December 23, 2035. Upon expiration, we will have a fully paid-
up, perpetual, royalty-free exclusive license to the Technology. We may terminate the NTU Licensing Agreement upon
60 days’ written notice to NTU in the event of (a) the failure of a pivotal clinical study, or serious adverse event in a
clinical study, with respect to Upstaza for the treatment of AADC deficiency, that prevents continuing such clinical study
under reasonable circumstances or (b) the rejection of a BLA with the FDA or an MAA with the EMA, or equivalent
biologics approval application in another territory with respect to Upstaza for the treatment of AADC. In such termination
event, we must pay $100,000 to NTU within 30 days of termination and NTU would retain all rights to the Technology.
We may terminate the NTU Licensing Agreement for material breach by another party following a 30-day cure period.
NTU may terminate the NTU Licensing Agreement for our failure to pay any undisputed license fees or net sales or
sublicensing royalty fees within the applicable deadline following a 30-day cure period.
We are also a party to collaborative research agreements with NTU, or the NTU Collaboration Agreements, that govern
the collaboration between us and NTU with respect to the research and clinical trials for AADC deficiency gene therapy.
NTU is responsible for performing the research and clinical trials and we are responsible for providing related funding.
As of December 31, 2025, an aggregate amount of $4.7 million in funding payments has been paid to NTU pursuant to
the NTU Collaboration Agreements.
Akcea, a Subsidiary of Ionis Pharmaceuticals
Overview. PTC Therapeutics International Limited, our subsidiary, entered into a Collaboration and License Agreement,
or the Tegsedi-Waylivra Agreement, dated August 1, 2018 by and between us and Akcea, a subsidiary of Ionis
Pharmaceuticals, Inc., for the commercialization by us of Tegsedi, Waylivra and products containing those compounds,
which we refer to collectively as the Products, in countries in Latin America and the Caribbean, or the PTC Territory. We
are responsible for all meetings, communications and other interactions with regulatory authorities in the PTC Territory.
The activities of the parties pursuant to the Tegsedi-Waylivra Agreement is overseen by a Joint Steering Committee,
composed of an equal number of representatives appointed by each of us and Akcea.
Commercialization. Under the terms of the Tegsedi-Waylivra Agreement, Akcea has granted to us an exclusive right and
license, with the right to grant certain sublicenses, under Akcea’s product-specific intellectual property to develop,
manufacture and commercialize the Products in the PTC Territory. In addition, Akcea has granted to us a non-exclusive
right and license, with the right to grant certain sublicenses, under Akcea’s core intellectual property and manufacturing
intellectual property to develop, manufacture and commercialize the Products in the PTC Territory and to manufacture the
Products worldwide in accordance with a supply agreement with Akcea. Akcea has in-licensed certain of the Akcea
intellectual property from its parent company, Ionis. Each party has agreed not to, independently or with any third party,
commercialize any competing oligonucleotide product in the PTC Territory for the same gene target as inotersen.
Payments and Contingent Payments. We paid to Akcea an upfront licensing fee of $18.0 million, consisting of an initial
payment of $12.0 million paid in connection with entering into the Tegsedi-Waylivra Agreement in August 2018, and a
second payment of $6.0 million that was paid after Waylivra received regulatory approval from the EMA in May 2019. In
addition, Akcea was eligible to receive milestone payments, on a Product-by-Product basis, of $4.0 million upon receipt
of regulatory approval for a Product from ANVISA, subject to a maximum aggregate amount of $8.0 million for all such
Products. We paid Akcea $4.0 million upon our receipt of marketing authorization from ANVISA in October 2019 for the
treatment of stage 1 or stage 2 polyneuropathy in adult patients with hATTR amyloidosis in Brazil with Tegsedi and an
additional $4.0 million upon our receipt of marketing authorization from ANVISA in August 2021 for the treatment of
FCS. Akcea is also entitled to receive royalty payments in the mid-twenty percent range of net sales on a country-by-
country and Product-by-Product basis, commencing on the earlier to occur of (1) 12 months after the first commercial sale
of such Product in Brazil or (2) the date when we, our affiliates or sublicensees have recognized revenue of $10.0 million
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or more in cumulative net sales for such Product in the PTC Territory. The royalty payments are subject to reduction in
certain circumstances as set forth in the Tegsedi-Waylivra Agreement.
Termination. The Tegsedi-Waylivra Agreement will continue until the expiration of the last to expire royalty term with
respect to all Products in all countries in the PTC Territory. Either party may terminate the Tegsedi-Waylivra Agreement
on written notice to the other party if such other party is in material breach of its obligations thereunder and has not cured
such breach within 30 days after notice in the case of a payment breach or 60 days after notice in the case of any other
breach.
Shiratori
Overview. In connection with our acquisition of Censa Pharmaceuticals, Inc., or Censa, in May 2020, we became a party
to a license agreement dated as of February 8, 2015, as amended, between Shiratori and Censa, or the Shiratori License
Agreement. Pursuant to the Shiratori License Agreement, as amended, Shiratori granted Censa the sole and exclusive
worldwide right and license, with the right to sublicense, under certain licensed know-how, or the Licensed Know-How,
and licensed patents, or the Licensed Patents, relating to manufacturing processes and technology for sepiapterin, to
research, have researched, develop, have developed, use, import, export, market, have marketed, offer for sale, sell and
have sold, and otherwise commercialize any final pharmaceutical product in finished form containing sepiapterin as an
active pharmaceutical ingredient, including sepiapterin, collectively the Sepiapterin Products, covered by the Licensed
Patents or using the Licensed Know-How in all countries and territories of the world.
Payments and Contingent Payments. Under the Shiratori License Agreement, we are obligated to pay to Shiratori a low
single digit percentage of annual net sales of the Sepiapterin Products in each country in the Sepiapterin Territory until the
expiration of the last-to-expire Licensed Patent controlled by Shiratori covering the relevant country followed by an
obligation to pay a reduced royalty rate for a specified period of time thereafter. We are also obligated to pay Shiratori
certain regulatory and development milestones that are of an immaterial amount.
Termination. Unless earlier terminated, the Shiratori License Agreement will continue in full force and effect on a country-
by-country and product-by-product basis until the obligation to pay royalties with respect to the sale of such Sepiapterin
Product in such country expires. The parties may agree to mutually terminate the Shiratori License Agreement. We may
elect to terminate the Shiratori License Agreement upon sixty days’ prior written notice to Shiratori.
Novartis Pharmaceuticals Corporation
Overview. On November 27, 2024 we and Novartis entered into the Novartis Agreement relating to our votoplam HD
program which includes related molecules. Pursuant to the Novartis Agreement, we were responsible for conducting the
Phase 2A clinical trial of votoplam, which is complete, and have transitioned sponsorship of the ongoing OLE clinical trial
of votoplam to Novartis. Novartis will be responsible for all other development of licensed compounds and licensed
products and the manufacture and commercialization of licensed compounds and licensed products worldwide.
Payments and Contingent Payments. Under the Novartis Agreement, and upon the closing of the transaction contemplated
by the Novartis Agreement in January 2025, we received an upfront payment of $1.0 billion on the effective date and can
receive up to $1.9 billion in development, regulatory and sales milestones, a 40% share of U.S. profits and losses, and
tiered double-digit royalties on ex-U.S. sales.
Termination. The Novartis Agreement, unless earlier terminated in accordance therewith, shall continue in force and effect
until (a) with respect to the royalty territory, on a licensed product-by-licensed product and country-by-country basis, the
royalty term end date for such licensed product in such country and (b) with respect to the profit-sharing territory, on a
licensed product-by-licensed product basis, until the exploitation of such licensed product has completely terminated.
Either party may terminate for material breach of the Novartis Agreement. Novartis may terminate for convenience or for
safety or regulatory issue. We may also terminate (a) solely with respect to such country or other jurisdiction, (b) in the
case that such country or other jurisdiction is United States, Brazil, Switzerland, Russia, United Kingdom, France,
Germany, Italy and Spain, each a Major Market, solely with respect to all Major Markets, or (c) in its entirety, for material
breach of diligence obligations.
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Our Ongoing Acquisition-Related Obligations
From time to time, we have engaged in strategic transactions to expand and diversify our product pipeline, including
through the acquisition of assets or businesses. In connection with these acquisitions, we have entered into agreements
through which we have ongoing obligations, including obligations to make contingent payments upon the achievement of
certain development, regulatory and net sales milestones or upon a percentage of net sales of certain products.
Complete Pharma Holdings, LLC
On April 20, 2017, we completed our acquisition of all rights to Emflaza, or the Emflaza Transaction. The Emflaza
Transaction was completed pursuant to an asset purchase agreement, dated March 15, 2017, as amended on April 20, 2017,
or the Emflaza Asset Purchase Agreement, by and between us and Marathon Pharmaceuticals, LLC (now known as
Complete Pharma Holdings, LLC), or Marathon. The assets acquired by us in the Emflaza Transaction include intellectual
property rights related to Emflaza, inventories of Emflaza, and certain contractual rights related to Emflaza. We assumed
certain liabilities and obligations in the Emflaza Transaction arising out of, or relating to, the assets acquired in the Emflaza
Transaction.
In addition to the upfront consideration paid to Marathon upon the closing of the Emflaza transaction, Marathon was
entitled to receive contingent payments from us based on annual net sales of Emflaza, up to a specified aggregate maximum
amount over the expected commercial life of the asset, subject to the terms and conditions of the Emflaza Asset Purchase
Agreement. This amount was achieved during the year ended December 31, 2024. Accordingly, no future payments will
be due. In 2022, we paid Marathon a single $50.0 million sales-based milestone in accordance with the Emflaza Asset
Purchase Agreement.
Agilis Biotherapeutics, Inc.
On August 23, 2018, we completed our acquisition of Agilis pursuant to an Agreement and Plan of Merger, dated as of
July 19, 2018, or the Agilis Merger Agreement, by and among us, Agility Merger Sub, Inc., a Delaware corporation and
our wholly owned, indirect subsidiary, Agilis and, solely in its capacity as the representative, agent and attorney-in-fact of
the equityholders of Agilis, Shareholder Representative Services LLC, or the Merger.
In addition to the upfront consideration paid to Agilis equityholders upon the closing of the Merger, Agilis equityholders
may become entitled to receive contingent payments from us based on the achievement of certain development, regulatory
and net sales milestones, as well as based upon a percentage of net sales of certain products.
On April 29, 2020, we, certain of the former equity holders of Agilis, or the Participating Rightholders, and, for the limited
purposes set forth in the agreement, Shareholder Representative Services LLC, entered into a Rights Exchange Agreement,
or the Rights Exchange Agreement. Pursuant to the Right Exchange Agreement, we issued 2,821,176 shares of our
common stock and paid $36.9 million, in the aggregate, to the Participating Rightholders in exchange for the cancellation
and forfeiture by the Participating Rightholders of their rights to receive certain milestone-based contingent payments
under the Agilis Merger Agreement.
As of December 31, 2025, we have paid the former equity holders of Agilis a total of $83.4 million in connection with the
achievement of certain milestone-based contingent payments under the Agilis Merger Agreement. In May 2023, as part of
our strategic portfolio prioritization, we decided to discontinue our preclinical and early research programs for our gene
therapy platform, which included programs for FA and Angelman syndrome. As a result, we do not expect the milestones
under the Agilis Merger Agreement related to FA and Angelman syndrome to be achieved, and we do not expect to pay
royalties on annual net sales related to FA and Angelman syndrome. Our outstanding obligations under the Agilis Merger
Agreement related to Upstaza/Kebilidi include obligations to pay up to a maximum aggregate amount of $50.0 million
upon the achievement of certain net sales milestones, however the Company has determined that the probability of
triggering these milestones is remote.
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BioElectron Technology Corporation
On October 25, 2019, we completed the acquisition of substantially all of the assets of BioElectron Technology
Corporation, or BioElectron, pursuant to an Asset Purchase Agreement by and between us and BioElectron, dated
October 1, 2019, or the BioElectron Asset Purchase Agreement.
In addition to the upfront consideration paid to BioElectron upon the closing of the asset acquisition, subject to the terms
and conditions of the BioElectron Asset Purchase Agreement, BioElectron may become entitled to receive contingent
milestone payments of up to $200.0 million (in cash or in shares of our common stock, as determined by us) from us based
on the achievement of certain regulatory and net sales milestones. Subject to the terms and conditions of the BioElectron
Asset Purchase Agreement, BioElectron may also become entitled to receive contingent payments based on a percentage
of net sales of certain products.
Censa Pharmaceuticals, Inc.
On May 29, 2020, we acquired Censa pursuant to an Agreement and Plan of Merger, dated as of May 5, 2020, or the Censa
Merger Agreement, by and among us, Hydro Merger Sub, Inc., our wholly owned, indirect subsidiary, and, solely in its
capacity as the representative, agent and attorney-in-fact of the securityholders of Censa, Shareholder Representative
Services LLC, or the Censa Merger.
In addition to the upfront consideration paid to the Censa securityholders upon the closing of the Censa Merger, pursuant
to the Censa Merger Agreement, Censa securityholders will be entitled to receive contingent payments from us based on
(i) the achievement of certain development and regulatory milestones up to an aggregate maximum amount of $217.5
million for sepiapterin’s two most advanced programs and receipt of a priority review voucher from the FDA as set forth
in the Censa Merger Agreement, (ii) $109 million in development and regulatory milestones for each additional indication
of sepiapterin, (iii) the achievement of certain net sales milestones up to an aggregate maximum amount of $160.0 million,
including payments of $30.0 million for the first occurrence of a four consecutive calendar quarter period in which
aggregate Net Sales of Product (as defined below) exceed $250.0 million, $50.0 million for the first occurrence of a four
consecutive calendar quarter period in which aggregate Net Sales of Product exceed $500.0 million, and $80.0 million for
the first occurrence of a four consecutive calendar quarter period in which aggregate Net Sales of Product exceed
$1.0 billion, (iv) a percentage of annual net sales during specified terms, equal to (a) 8% of annual Net Sales of Product
for that portion of annual Net Sales of Product less than or equal to $250.0 million, (b) 10% of annual Net Sales of Product
for that portion of annual Net Sales of Product greater than $250.0 million but less than $500.0 million and (c) 12% of
annual Net Sales of Product for that portion of annual Net Sales of Product greater than $500.0 million, which we
collectively refer to as the Net Sales Payments, and (v) any sublicense fees paid to us in consideration of any sublicense
of Censa’s intellectual property to commercialize sepiapterin, on a country-by-country basis, which contingent payment
will equal to a mid-double digit percentage of any such sublicense fees. We have paid $152.5 million in regulatory and
development milestones related to Sephience, including in 2025, when we paid $25.0 million and $32.5 million in
milestones to the former Censa securityholders when the EC granted marketing authorization to Sephience, and when the
FDA approved Sephience for the treatment of children and adults living with PKU, respectively.
On August 5, 2025, we, certain of the former securityholders of Censa, or the Participating Rightsholders, and, for the
limited purposes set forth in the agreement, Shareholder Representative Services LLC entered into a Rights Satisfaction
Agreement, or the Rights Satisfaction Agreement, pursuant to which the Participating Rightsholders agreed to the
cancellation and forfeiture of their rights to receive certain contingent payments from us based on worldwide annual net
sales by us of products containing sepiapterin, or Net Sales of Product, under the Censa Merger Agreement in exchange
for the consideration set forth in the Rights Satisfaction Agreement and further detailed below.
Pursuant to the terms of the Rights Satisfaction Agreement, the Participating Rightsholders have canceled and forfeited
their rights under the Censa Merger Agreement to receive the Net Sales Payments.
In consideration of the foregoing, we agreed to pay to the Participating Rightsholders an aggregate amount in cash up to
$250.0 million, or the Upfront Consideration, upon the consummation of the transactions contemplated by the Rights
Satisfaction Agreement, or the Closing, and potential milestone payments, each, an Additional Milestone Payment, of up
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to $100.0 million each (or up to $500.0 million in the aggregate) based on the achievement of specified Net Sales
Thresholds (as defined in the Censa Merger Agreement). The amount of the Upfront Consideration and the Additional
Milestone Payments was subject to adjustment in the Rights Satisfaction Agreement based on the number of Participating
Rightsholders.
At the Closing, based on the participation of former Censa securityholders holding approximately 90% of Censa’s equity
securities prior to the consummation of the transactions contemplated by the Censa Merger Agreement, we paid an
aggregate amount of Upfront Consideration in cash of $225.1 million. Additionally, we are obligated to make Additional
Milestone Payments in an amount equal to approximately $90.0 million upon achievement of each of the (i) first
occurrence of a three or fewer consecutive calendar year period in which aggregate Net Sales of Product are greater than
$3.0 billion, (ii) first occurrence of a five or fewer consecutive calendar year period in which aggregate Net Sales of
Product are greater than $5.0 billion, (iii) first occurrence of a seven or fewer consecutive calendar year period in which
aggregate Net Sales of Product are greater than $7.0 billion, (iv) first occurrence of a nine or fewer consecutive calendar
year period in which aggregate Net Sales of Product are greater than $9.0 billion and (v) first occurrence of an 11 or fewer
consecutive calendar year period in which aggregate Net Sales of Product are greater than $11.0 billion. If any additional
former securityholder of Censa executes and delivers a joinder to the Rights Satisfaction Agreement and becomes a party
thereto, we will pay such former securityholder an amount in cash equal to such former securityholder’s applicable pro
rata share of the Upfront Consideration (less any Net Sale Payments previously received) and any Additional Milestone
Payments that become payable to Participating Rightsholders under the Rights Satisfaction Agreement.
Intellectual Property
Patents and trade secrets
Our success depends in part on our ability to obtain and maintain proprietary protection for our product candidates,
technology and know-how, to operate without infringing the proprietary rights of others and to prevent others from
infringing our proprietary rights. Our policy is to seek to protect our proprietary position by, among other methods, filing
U.S. and certain ex-U.S. patent applications related to our proprietary technology, inventions and improvements that we
believe are important to the development of our business, where patent protection is available. We also rely on trade
secrets, know-how, continuing technological innovation and in-licensing opportunities to develop and maintain our
proprietary position.
As of January 31, 2026, our patent portfolio included a total of 106 active U.S. patents and 53 pending U.S. non-provisional
patent applications, including continuations and divisional applications, that are owned, co-owned, or exclusively in-
licensed. Our patent portfolio also includes numerous International and ex-U.S. patents and patent applications. The patent
portfolio includes patents and patent applications with claims including composition of matter, pharmaceutical formulation
and methods of use of our commercial products including sepiapterin, the active ingredient in the formulated product
Sephience, ataluren, the active ingredient in the formulated product Translarna, and risdiplam, the active ingredient in the
formulated product Evrysdi.
The patent rights relating to sepiapterin owned by us include five issued U.S. patents relating to composition of matter and
methods of use, and one issued U.S. patent, exclusively licensed to us by Shiratori, relating to methods of manufacture, as
well as pending U.S. patent applications. We do not license any material patent rights relating to sepiapterin to unaffiliated
parties. The last issued U.S. patent relating to composition of matter is currently scheduled to expire in September of
2038. Our patent rights include granted patents or pending counterpart patent applications in a number of other
jurisdictions, including certain South American countries, Europe, certain Middle Eastern countries, certain African
countries, certain Asian countries and certain Eurasian countries. One issued method of use patent in Europe is currently
scheduled to expire in September of 2039. We are exclusively licensed to one European patent relating to methods of
manufacture of sepiapterin, which is currently scheduled to expire in May of 2033. Except as indicated above, these
anticipated expiration dates are without regard to potential patent term extension, patent term adjustment or other
marketing exclusivities that may be available to us.
The patent rights relating to ataluren owned by us include 16 issued U.S. patents relating to composition of matter, methods
of use, formulations, dosing regimens and methods of manufacture. We do not license any material patent rights relating
to ataluren to unaffiliated parties. The issued U.S. patents relating to composition of matter expired in April 2024. Issued
22
U.S. patents relating to therapeutic methods of use are currently scheduled to expire in 2026 and 2027, including patent
term adjustment. Our patent rights relating to ataluren include granted patents or pending counterpart patent applications
in a number of other jurisdictions, including Canada, certain South American countries, Europe, certain Middle Eastern
countries, certain African countries, certain Asian countries and certain Eurasian countries. We own five European patents
relating to composition of matter, uses, dosing regimens and methods of manufacture of ataluren. Granted European
patents expired in April 2024 for those patents drawn to composition of matter, except in European jurisdictions in which
supplementary protection certificates extended protection to 2029, and will expire in 2026 and 2027 for those patents
drawn to dosing regimens and formulations, and in 2027 for those patents drawn to the manufacturing process. Except as
indicated above, the anticipated expiration dates referred to above are without regard to potential patent term extension,
patent term adjustment or other marketing exclusivities that may be available to us.
The patent rights relating to risdiplam co-owned by us and Roche include seven issued U.S. patents relating to composition
of matter, methods of use, and methods of manufacture and pending U.S. patent applications. We do not license any
material patent rights relating to risdiplam to unaffiliated parties. The issued U.S. patents relating to composition of matter
are currently scheduled to expire in 2033, 2035 and 2042. Our patent rights include granted patents or pending counterpart
patent applications in a number of other jurisdictions, including Canada, certain South American countries, Europe, certain
Middle Eastern countries, certain African countries, certain Asian countries and certain Eurasian countries. We co-own
four European patents relating to composition of matter, and uses of risdiplam. The expiration dates of the granted
European patents relating to composition of matter are currently scheduled to expire in 2033 and 2035. Except as indicated
above, these anticipated expiration dates are without regard to potential patent term extension, patent term adjustment or
other marketing exclusivities that may be available to us.
The patent rights relating to vatiquinone owned by us include 13 issued U.S. patents relating to methods of use,
formulations, dosing regimens and methods of manufacture and multiple pending U.S. patent applications relating to
methods of use and methods of manufacture. We do not license any material patent rights relating to vatiquinone to
unaffiliated parties. Issued U.S. patents relating to therapeutic methods of use are currently scheduled to expire in between
February 2030 and May of 2032. Our patents drawn to the manufacturing processes in the U.S. will expire in 2029, 2030,
2032 and 2036. Our patent rights relating to vatiquinone include granted patents or pending counterpart patent applications
in a number of other jurisdictions, including Canada, certain South American countries, Europe, certain Middle Eastern
countries, certain African countries, certain Asian countries and certain Eurasian countries. We own 7 European patents
relating to formulations, uses, dosing regimens and methods of manufacture of vatiquinone, as well as pending European
patent applications relating to methods of manufacture. Granted European patents drawn to therapeutic methods of use
will expire in June of 2026, the patent drawn to formulations will expire October 2029, and the patents drawn to the
manufacturing processes expire between October of 2029 and July 2032. Except as indicated above, the anticipated
expiration dates referred to above are without regard to potential patent term extension, patent term adjustment or other
marketing exclusivities that may be available to us.
The term of individual patents depends upon the legal term for patents in the countries in which they are obtained. In most
countries, including the United States, the patent term is 20 years from the earliest filing date of a non-provisional patent
application. In the United States, a patent’s term may, in certain cases, be lengthened by patent term adjustment, which
compensates a patentee for administrative delays by the U.S. Patent and Trademark Office in examining and granting a
patent, or may be shortened if a patent is terminally disclaimed over an earlier filed patent. The term of a U.S. patent that
covers a drug, biological product or medical device approved pursuant to a pre-market approval, or PMA, may also be
eligible for patent term extension when FDA approval is granted, provided statutory and regulatory requirements are met.
Analogous patent term extension provisions are available in Europe and certain other ex-U.S. jurisdictions to extend the
term of a patent that covers an approved drug. One means of patent term extension in Europe after EMA approval is based
on obtaining a Supplementary Protection Certificate, or SPC. We have applied for SPCs for ataluren in all applicable
European countries in which we have a European patent and have obtained SPCs or expect to obtain SPCs in all applicable
European countries. The maximum patent term extension provided by an SPC is a total of 5 years from the date of patent
term expiration. For example, in jurisdictions where an SPC with maximum patent term extension has been granted, the
ataluren composition of matter patent would be scheduled to expire in 2029. To the extent a marketing authorization in
any particular jurisdiction is not or cannot be maintained, the granted patent may remain in force in that jurisdiction until
its natural expiration date, although a granted SPC in that jurisdiction may be withdrawn. To the extent an underlying
granted patent may be invalidated in that jurisdiction prior to its natural expiration date, the associated SPC will be
23
invalidated as well. In the future, if and when our product candidates receive approval by the FDA or other non-European
ex-U.S. regulatory authorities, we expect to apply for patent term extensions on issued patents covering those products,
depending upon the length of the clinical trials for each drug and other factors.
We have no patents covering Emflaza or the approved use of Emflaza. See “Item 1. Business-Government Regulation”
for further information regarding the exclusivity periods we expect to rely on for patients aged 2-5.
We rely on orphan drug exclusivity in the EEA for Upstaza for the treatment of AADC deficiency. We rely on the non-
patent market exclusivity periods under the Orphan Drug Act and the BPCIA to commercialize Kebilidi in the United
States. If approved elsewhere, we expect to rely on orphan drug exclusivity in other countries or regions where such
exclusivity is available. See “Item 1. Business-Government Regulation” for further information regarding the exclusivity
periods that we expect to rely on.
We may rely, in some circumstances, on trade secrets to protect our technology. However, trade secrets can be difficult to
protect. We seek to protect our proprietary technology and processes, in part, using confidentiality agreements with our
employees, consultants, scientific advisors, contractors and collaborators. We also seek to preserve the integrity and
confidentiality of our data and trade secrets by maintaining physical security of our premises and physical and electronic
security of our information technology systems. While we have confidence in these individuals, organizations and systems,
such agreements or security measures may be breached, and we may not have adequate remedies for any breach. In
addition, our trade secrets may otherwise become known or be independently discovered by competitors. To the extent
that our employees, former employees, consultants, scientific advisors, contractors or collaborators use intellectual
property owned by us or licensed to us by others in their work for us, trade secret disputes may arise. If such disputes arise
in the U.S., we may protect our trade secrets and pursue remedies available under federal statute using either the Economic
Espionage Act of 1996 and/or the Defend Trade Secrets Act of 2016 and, if necessary, under state law using either the
Uniform Trade Secrets Act or other State law available in the applicable venue. If such disputes arise ex-US, we may
protect our trade secrets and pursue remedies available under local or international law.
License agreements
We are a party to a number of license agreements under which we license patents, patent applications and other intellectual
property from third parties. We enter into these agreements to augment our proprietary intellectual property portfolio. The
licensed intellectual property covers some of the compounds that we are researching and developing, some post-
transcriptional control targets and some of the scientific processes that we use. These licenses impose various diligence
and financial payment obligations on us. We expect to continue to enter into these types of license agreements in the future.
We exclusively in-licensed know-how and materials related to the production and use of Upstaza/Kebilidi. For a further
discussion of the material agreements relating to our in-licensing of Upstaza/Kebilidi for the treatment of AADC
deficiency, see “Item 1. Business-Our Collaborations, License Agreements and Funding Arrangements-National Taiwan
University.” Additionally, we exclusively in-license or jointly own patent applications with claims directed to composition
of matter, formulation and methods of use of other gene therapy product candidates currently in development.
Manufacturing
We do not currently own or operate functional manufacturing or distribution facilities for the production of clinical or
commercial quantities of our products or product candidates or compounds that we are testing in our preclinical or clinical
programs. We currently rely, and expect to continue to rely, on third parties for the manufacture, packaging, labeling and
distribution of clinical and commercial supplies of our products or product candidates that we may develop, other than
small amounts of compounds that we may synthesize ourselves for preclinical testing. We have personnel with
manufacturing and quality experience to oversee our contract manufacturers.
The active pharmaceutical ingredients in our products and product candidates are provided by third-parties. We currently
rely on two sources for the production of our raw materials and we obtain our supply of the drug substance from two third-
party manufacturers for Sephience. For Translarna, we currently rely on a single source for the production of some of our
raw materials and we obtain our supply of the drug substance from two third-party manufacturers. For vatiquinone we rely
24
on one source for the production of our raw materials, and we obtain our supply of the drug substance for vatiquinone
from one third-party manufacturer.
We engage two separate manufacturers to provide bulk drug product for Sephience. We engage two manufacturers to
provide bulk drug product for Translarna and one manufacturer to provide bulk drug product for vatiquinone. We have a
relationship with three manufacturers that are capable of providing primary and secondary packaging services for our
finished commercial and clinical Translarna product.
We currently obtain our supplies of Sephience, Translarna, and most of our other products and product candidates from
our third-party manufacturers pursuant to agreements that include specific supply timelines and volume expectations. If a
manufacturer should become unavailable to us for any reason, we would seek to obtain supply from another manufacturer
engaged by us for the applicable product or service. In the event that we were unable to procure the applicable supply from
a validated manufacturer, we believe that there are a number of potential replacements for each of our outsourced services,
however we likely would experience delays in our ability to supply Sephience, Translarna or vatiquinone to patients or in
advancing our clinical trials while we identify and qualify replacement suppliers.
We obtain our supply of the drug substance for Emflaza through a third-party manufacturer that is currently the only third-
party manufacturer qualified to provide Emflaza drug substance for use in the United States. All of our drug product
manufacturing, processing and packaging needs for Emflaza tablet and suspension product are fulfilled pursuant to two
different exclusive supply agreements assumed by us in connection with our acquisition of Emflaza. We expect to fulfill
all of our requirements for Emflaza tablets as well as secondary packaging of Emflaza oral suspension bottles pursuant to
one of these agreements, which has an automatic renewal provision subject to the termination rights of each party. We
expect to fulfill all of our requirements for Emflaza suspension product pursuant to the other agreement. We are obligated
to pay to the manufacturer of the Emflaza suspension product royalty payments, on a quarterly basis, based on a percentage
(ranging from low to middle-low double digits) of, or a fixed payment with respect to, our annual net sales of suspension
product in the United States, subject to reduction in accordance with the terms of the agreement.
If our drug substance provider or either of our drug product manufacturers was to be unable to provide drug substance or
manufacture Emflaza product in sufficient quantities to meet projected demand, future sales could be adversely affected,
which in turn could have a detrimental impact on our ability to maintain our marketing authorization in the United States
and on our ability to commercialize Emflaza, which in turn would have a material adverse effect on our business, financial
results and results of operations. Emflaza’s orphan drug exclusivity related to the treatment of DMD in patients two years
of age to less than five expires in June 2026. As the holder of orphan exclusivity, we are required to assure the availability
of sufficient quantities of Emflaza to meet the needs of patients. Failure to do so could result in loss of the drug’s remaining
orphan exclusivity in the United States.
Sephience, Translarna and Emflaza are manufactured in reliable and reproducible synthetic processes. Our raw materials
are not scarce and are readily available subject to supply chain disruptions. We currently rely on multiple sources for the
production of raw materials for Sephience. We currently rely on a single source for the production of some raw materials
for Translarna and Emflaza, and switching to an alternative source could, in some instances, take time and could lead to
delays in manufacturing. We maintain inventories for such materials such that any delays with raw materials will not affect
or delay our manufacturing. No material shortages or delays of raw materials were encountered in 2025 and no
manufacturing delays are currently expected in 2026. The chemistry is amenable to scale up and does not require unusual
equipment in the manufacturing process. We expect to continue to develop drug candidates that can be produced cost-
effectively at contract manufacturing facilities.
We have agreements with third-party manufacturers for the long-term commercial supply of Sephience, Translarna and
vatiquinone. In the event that we are unable to procure supply from a validated manufacturer, we would seek to identify
and qualify replacement suppliers, however this process would likely delay our ability to supply these products to patients
or advance our clinical trials. We may be unable to conclude agreements for commercial or clinical supply of these products
with third-party manufacturers, or we may be unable to do so on acceptable terms.
We utilize third parties for the commercial distribution of Sephience and Emflaza, including a 3PL to warehouse Sephience
and Emflaza as well as specialty pharmacies to sell and distribute Sephience and Emflaza to patients in the United States.
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The specialty pharmacies provide us with third-party call center services to provide patient support and financial services,
prescription intake and distribution, reimbursement adjudication, and ongoing compliance support.
We currently have contracts with multiple pharmacy and hospital distributors in the EU that distribute Sephience and
Translarna for limited commercial, Named Patient/Compassionate Use and EAP programs. We have engaged with third-
party logistic providers, or 3PLs, which distribute Sephience and Translarna for the majority of our commercial and EAP
programs on our behalf.
Pursuant to the Tegsedi-Waylivra Agreement, we have entered into a master supply agreement with Akcea whereby Akcea
or its affiliates will manufacture and supply, or cause to be manufactured and supplied, Tegsedi and Waylivra in quantities
sufficient to support the commercialization of Tegsedi and Waylivra in the PTC Territory. This is currently the only
manufacturing and supply agreement that we have entered into for the drug substance of Tegsedi and Waylivra. If the
master supply agreement is terminated and we are unable to find an alternative third-party contractor, we may encounter
delays in manufacturing Tegsedi and Waylivra.
We have a commercial manufacturing services agreement with MassBiologics of the University of Massachusetts Medical
School, or MassBio, to provide sufficient quantities of our Upstaza/Kebilidi materials to meet commercial scale demands.
If MassBio is unable to perform its obligations under the commercial manufacturing services agreement, identifying a
replacement gene therapy manufacturer would likely be challenging and time-consuming.
Manufacturers and suppliers of product candidates are subject to the FDA’s current Good Manufacturing Practices, or
cGMP, requirements, and other rules and regulations prescribed by ex-U.S. regulatory authorities. We depend on our third-
party suppliers and manufacturers for continued compliance with cGMP requirements and applicable ex-U.S. standards.
Commercial Matters
Sales and marketing team
Our product revenue has primarily been attributable to sales of Translarna for the treatment of nmDMD in territories
outside of the United States, to sales of Emflaza for the treatment of DMD in the United States, and, beginning in the
second half of 2025, to sales of Sephience for the treatment of PKU. We have employees across the globe, with the largest
concentrations being in the United States, Latin America and Europe.
In addition, in select territories, we have engaged full-time consultants, marketing partners and distribution partners to
assist us with our international commercialization efforts for our products. We continue to evaluate new territories to
determine in which geographies we might, if approved, choose to commercialize our products ourselves and in which
geographies we might choose to collaborate with third parties. We expect that our internal team and partnership network
will continue to grow, as needed, to maximize access to patients.
Customers
During 2025, our product revenue was primarily attributable to sales of Translarna for the treatment of nmDMD, to sales
of Emflaza for treatment of DMD, and to sales of Sephience for the treatment of PKU.
Sephience for the treatment of PKU, and Emflaza for treatment of DMD, are available on a commercial basis throughout
the United States. We utilize five specialty pharmacies to sell and distribute each of Sephience and Emflaza to patients.
The specialty pharmacies receive prescription orders for Sephience and Emflaza directly from physicians and ship
Sephience and Emflaza directly to the end-user upon fulfillment of the order. As such, there is very little inventory of
Sephience or Emflaza stocked. The ultimate payor for Sephience and Emflaza is typically a state health insurance program
or a third-party health insurer. The payment terms are generally 30 to 90 days after receipt of products.
Sephience for the treatment of PKU is available on a commercial basis in the EEA and other geographies. Additionally,
Translarna for the treatment of nmDMD is available on a commercial basis or via reimbursed EAP programs or similar
styled programs in multiple territories outside of the United States. In some territories, orders for Sephience or Translarna
26
are placed directly with us and in other territories we have engaged with third-party distributors. As a result, these orders
are generally received from hospital and retail pharmacies and, in some cases, one of our third-party partner distributors.
Our third-party distributors act as intermediaries between us and end-users and do not typically stock significant quantities
of Sephience or Translarna, as the case may be. The ultimate payor for Sephience and Translarna is typically a government
authority or institution or a third-party health insurer. The payment terms are generally 30 to 90 days after receipt of
products.
During 2025, four of our distributors each accounted for over 10% of our net product sales. Financial information about
our net product revenues and other revenues generated in the principal geographic regions in which we operate and our
long-lived assets is set forth in our financial statements and in Note 15, “Segment and geographic information” to our
consolidated financial statements included in this Annual Report on Form 10-K.
Sephience, Translarna and Emflaza can generally only be returned if agreed upon in writing by us and the product is not
opened nor in receipt by the final user, except in the case of quality issues associated with the product. Product is generally
shipped when a specific patient is approved by the applicable government or insurer and an individual prescription has
been written. The right of return is eliminated as a matter of course when the product is dispensed to patients. Other than
in connection with our transition to a new third-party distributor, we have never had a request for a return of a material
amount of product for Sephience, Translarna or Emflaza.
In some countries, orders for named patient sales may be for multiple months of therapy, which can lead to an unevenness
in orders which could result in significant fluctuations in quarterly net product sales. For example, countries may make
centralized group purchase orders through regulatory bodies that are intended to cover multiple months of therapy. Any
fluctuations in quarterly net product sales in these geographies resulting from these centralized group purchase orders may
also be exacerbated by any delays.
Translarna for the treatment of nmDMD is currently available on a commercial basis in multiple countries outside of the
United States. We consider our products to be commercially available when we are permitted to market treatment to
patients. Additionally, Translarna is currently available through EAP or similar styled programs in select countries where
funded named patient or cohort programs exist, both within the EEA and in other territories. These programs generally
reference the UK Medicines and Healthcare products Regulatory Agency’s determinations with respect to our marketing
authorization of Translarna in the UK. Generally, EAP programs allow for access to Translarna pursuant to a named patient
program, under which a physician requests access to Translarna on behalf of the specific, or “named” patient or pursuant
to a cohort program, which allows for a broader temporary authorization for use for nmDMD meeting the inclusion criteria.
Our EAP programs are named patient or similar styled programs in all territories.
Market Access Considerations
Our future revenues from our products and any other product candidates we may develop depends largely on our ability
to obtain and maintain reimbursement from governments and third-party insurers.
In the United States, we are engaged in pricing, coverage and reimbursement discussions with third-party payors, such as
state and federal governments, including Medicare and Medicaid, managed care providers, private commercial insurance
plans and pharmacy benefit management plans. Decisions regarding the extent of coverage and the amount of
reimbursement to be provided are made on a plan-by-plan, and in some cases, on a patient-by-patient basis. Coverage and
reimbursement decisions by third-party payors, including the processing and adjudication of prescriptions, may vary from
weeks to several months. Certain third-party payors routinely impose additional requirements before approving
reimbursement of a prescription, including prior authorization and the requirement to try another therapy first. The
specialty pharmacies we utilize provide patient services programs to support product access and, when eligible, out-of-
pocket assistance.
Each country in the EEA has its own pricing and reimbursement regulations and many countries in the EEA have other
regulations related to the marketing and sale of pharmaceutical products in the applicable country. The pricing and
reimbursement process varies from country to country and can take a substantial amount of time from initiation to
completion. As a result, our commercial launches of products in the EEA has been and is expected to continue to be on a
27
country-by-country basis and we generally will not be able to commence commercial sales of our products pursuant to our
marketing authorizations in the EEA in any particular member state of the EEA until we conclude the applicable pricing
and reimbursement negotiations and comply with any licensing, employment or related regulatory requirements in that
country. The price that is approved by local governmental authorities pursuant to commercial pricing and reimbursement
processes may be lower than the price for purchases of product in that country pursuant to a reimbursed early access
program.
In some instances, reimbursement may be subject to challenge, reduction or denial by the government and other payers.
For example, in France, EAP programs and commercial sales of a product can begin while pricing and reimbursement
rates are under discussion with the applicable government health programs. In the event that the negotiated price of the
product is lower than the amount reimbursed for sales made prior to the conclusion of price negotiations, we may become
obligated to repay such excess amount to the applicable government health program. Such retroactive reimbursement
would be made following the conclusion of price negotiations with the applicable government health authority.
We have generated revenue from net sales of Upstaza/Kebilidi for the treatment of AADC deficiency in the EEA since
May 2022 and the United States since November 2024. Upstaza is approved for the treatment of AADC deficiency for
patients 18 months and older within the EEA and the United Kingdom, and for the treatment of children and adults in the
United States, where it is marketed with the brand name Kebilidi. Our future revenues from Upstaza/Kebilidi depend
largely on our ability to obtain and maintain reimbursement from governments and third-party insurers as described above.
Tegsedi for the treatment of hATTR amyloidosis and Waylivra for the treatment of FCS are currently available on a
commercial basis in multiple countries outside of the United States and we have the right to commercialize these products
in the PTC Territory. We have received marketing authorization from ANVISA for Tegsedi for the treatment of stage 1 or
stage 2 polyneuropathy in adult patients with hATTR amyloidosis in Brazil and Waylivra for the treatment of FCS and
FPL in Brazil. We make commercial sales of Tegsedi for the treatment of hATTR amyloidosis in Brazil and Waylivra for
the treatment of FCS and FPL in Brazil. The marketing authorizations of Tegsedi and Waylivra in Brazil are subject to
renewal every five years. We have also made both Tegsedi and Waylivra available in certain countries within the PTC
Territory through EAP Programs. Our ability to make Tegsedi and Waylivra available within the PTC Territory is largely
dependent upon the maintenance of the marketing authorizations in the EU by the licensor.
We record revenue net of estimated third-party discounts and rebates. Allowances are recorded as a reduction of revenue
at the time revenues from product sales are recognized. These allowances are adjusted to reflect known changes in factors
and may impact such allowances in the quarter those changes are known.
For important information regarding market access and pricing and reimbursement considerations see “Item 1. Business-
Government Regulation-Pharmaceutical Pricing and Reimbursement” and “Item 1A. Risk Factors-Risks Related to the
Development and Commercialization of our Products and our Product Candidates” and “-Risks Related to Regulatory
Approval of our Products and our Product Candidates”.
Competition
The biotechnology and pharmaceutical industries are characterized by rapidly advancing technologies, intense competition
and a strong emphasis on proprietary products. While we believe that our technologies, knowledge, experience and
scientific resources provide us with competitive advantages, we face potential competition from many different sources,
including commercial pharmaceutical and biotechnology enterprises, academic institutions, government agencies and
private and public research institutions. Any product candidates that we successfully develop and commercialize will
compete with existing therapies and new therapies that may become available in the future.
Many of our competitors may have significantly greater financial resources and expertise in research and development,
manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved
products than we do. These competitors also compete with us in recruiting and retaining qualified scientific and
management personnel, as well as in acquiring technologies complementary to, or necessary for, our programs. Smaller
or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements
with large and established companies.
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Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that
are safer, more effective, have fewer side effects, are more convenient or are less expensive than any products that we may
develop. In addition, our ability to compete may be affected because in some cases insurers or other third-party payors
seek to encourage the use of generic products. This may have the effect of making branded products less attractive, from
a cost perspective, to buyers.
The key competitive factors affecting the success of our products and product candidates are likely to be its efficacy,
safety, convenience, price and the availability of coverage and reimbursement from government and other third-party
payors.
The competition for our products and product candidates includes the following:
•
Sephience for PKU. Sephience faces competition from Kuvan (sapropterin dihydrochloride), including generic
versions, and Palynziq (pegvaliase-pqpz), each of which is approved for the treatment of PKU. Other companies
are also pursuing product candidates for the treatment of PKU, including Otsuka Pharmaceutical (JNT-517), SOM
Biotech (SOM-1311), Maze Therapeutics (MZE-782) and Agios Pharmaceuticals (AG-181).
•
Translarna for nmDMD. Other than geographies where Translarna is approved or otherwise commercialized,
there is currently no marketed therapy specifically for nmDMD. Santhera Pharmaceuticals has received approval
of Agramee (vamorolone) in the United States for DMD patients ages 2 and up and in the EU and United Kingdom
for patients ages 4 years and older. Sarepta Therapeutics has received approval of Elevidys for DMD patients 4
to 5 years of age with a confirmed mutation in the “DMD gene” in the United States and United Arab Emirates
and Qatar. Sarepta Therapeutics has also received approval in the United States for two treatments (Exondys 51
(eteplirsen) and Vyondys 53 (golodirsen)) addressing the underlying cause of disease for different mutations in
the DMD gene. Additionally, the FDA granted accelerated approval to Viltepso (viltolarsen) from NS Pharma
for the treatment of DMD in patients with exon 53 skipping and Sarepta (Casimersen (SRP 4045) for the treatment
of DMD in patients with exon 45 skipping. Viltepso (viltolarsen) from NS Pharma is also approved in Japan.
Other biopharmaceutical companies are developing treatments addressing the underlying cause of disease for
different mutations in the DMD gene, including Dyne Therapeutics (DYNE-251), Wave Life Sciences (WVE-
N53),
Daiichi
Sankyo
(DS-5141),
and
Nippon
Shinyaku
(Viltolarsen
(NS-065/NCNP-01)
and
NS-089/NCNP-02)). Additionally, other pharmaceutical companies are developing micro dystrophin gene
therapies for patients with DMD regardless of genotype, including Solid Biosciences (SGT-003) and
REGENXBIO Inc. (RGX-202).
•
Emflaza for DMD. We face competition from generic versions of Emflaza for this indication. The FDA has not
approved a corticosteroid specifically for DMD in the United States other than Emflaza. However,
prednisone/prednisolone, which is not approved for DMD in the United States, is generically available and has
been prescribed off label for DMD patients. Santhera has received approval of Agramee (vamorolone), in the
United States for DMD patients ages 2 and up and in the EU and United Kingdom for patients ages 4 years and
older.
•
Upstaza/Kebilidi. Currently, no other treatment options are available for the underlying cause of AADC
deficiency. Additionally, we are not aware of any late-stage development product candidates for AADC
deficiency.
•
Waylivra for FCS. Ionis is developing Olezarsen for the treatment of FCS.
•
Waylivra for FPL. Waylivra faces competition from Myalept (metreleptin) produced by Cheisi
Farmaceutica, Inc., which is currently approved in Brazil for use in generalized lipodystrophy patients. We are
not aware of any late-stage development product candidates for FPL.
•
Tegsedi. Tegsedi faces competition from drugs like Onpattro (patisiran) which was launched by Alnylam
Pharmaceuticals in the United States in 2018 and received approval in Brazil for the treatment of hATTR
amyloidosis in 2020 as well as AMVUTTRA (vutrisiran) which Alnylam Pharmaceuticals received approval for
in the United States and Brazil in 2022 for the treatment of the polyneuropathy of hATTR amyloidosis in adults.
Vyndaqel (tafamids meglumine) and Vyndamax (tafamidis) are commercialized in the United States, EU and
some countries in Latin America by Pfizer. Other companies are also pursuing product candidates for the
treatment of ATTR Amyloidosis with polyneuropathy including BridgeBio Pharma (AG 10), Intellia
Therapeutics (NTLA2001), Proclara Biosciences (NPT 189) and SOM Biotech (tolcapone).
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•
Evrysdi. Evrysdi, an orally bioavailable treatment, faces competition from treatments that are not orally
bioavailable, including Spinraza (nusinersen), a drug developed by Ionis and marketed by Biogen, which is
approved to treat SMA, Zolgensma (onasemnogene abeparvovec), a gene therapy drug developed by AveXis,
Inc., (acquired by Novartis in 2018), which is approved in the United States and Japan for the treatment of SMA
in patients under two years of age and in Europe for babies and young children who weigh up to 21 kilograms,
and Itvisma (onasemnogene abeparvovec-brve), an intrathecal gene therapy marketed by Novartis, which is
approved in the United States for treatment of SMA in adult and pediatric patients two years of age and older
with confirmed mutation in survival motor neuron 1 gene. Biogen is developing a higher dose regimen of
nusinersen with potential for improved efficacy and evaluating an implantable medical device to enable
subcutaneous delivery of nusinersen. Other companies are also pursuing product candidates for the treatment of
SMA, including Scholar Rock (apitegromab, SRK-015), Biohaven (Taldefgrobep alfa), Roche Pharmaceuticals
(RO-7204239/GYM-329), Biogen / Ionis (BIIB-115/ION-306) and NMD Pharma (NMD-670).
•
Votoplam for HD. There are currently no disease-modifying therapies approved to delay the onset or slow the
progression of HD. However, uniQure (AMT-130), Roche and Ionis (tominersen), Skyhawk Therapeutics (SKY
0515), Vico Therapeutics (VO659) and Wave Life Sciences (WVE-003) are all developing product candidates
for treatment of HD.
•
Vatiquinone for FA. If approved, vatiquinone could face competition from Skyclarys (omaveloxolone) from
Biogen, which is approved in the United States and the EU. There are also two assets in early development: LX-
2006 (Lexeo/Frataxin AAVrh10) and CTI-1601 (Larimar Therapeutics).
Government Regulation
Government authorities in the United States, at the federal, state and local level, and in other countries extensively regulate,
among other things, the research, development, testing, quality control, approval, manufacturing, labeling, post-approval
monitoring and reporting, recordkeeping, packaging, promotion, storage, advertising, distribution, marketing and sales and
export and import of biopharmaceutical products such as those we are developing and marketing. In addition, sponsors of
biopharmaceutical products and drug products participating in Medicaid and Medicare are required to comply with
mandatory price reporting, discount, and rebate requirements. The process of obtaining regulatory approvals and the
subsequent compliance with appropriate federal, state, local and ex-U.S. statutes and regulations require the expenditure
of substantial time and financial resources. If we do not comply with applicable requirements, we may be subject to civil
penalties, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, fined, the government
may refuse to approve our marketing applications, supplemental applications, or allow us to manufacture or market our
products, we may be criminally prosecuted and we may be debarred or excluded from participation in government
healthcare programs. These requirements are continually evolving. See “Item 1A. Risk Factors-Risks Related to
Regulatory Approval of our Product and our Product Candidates” for important information regarding some of the risks
to our business arising as a result of government regulation.
U.S. government regulation
In the United States, the FDA regulates drugs and biologic products, including gene therapy products, under the Federal
Food, Drug, and Cosmetic Act, or the FDCA, the Public Health Service Act, or the PHSA, and regulations and guidance
implementing these laws. The FDCA, PHSA and their corresponding regulations govern, among other things, the testing,
manufacturing, safety, efficacy, labeling, packaging, storage, record keeping, distribution, reporting, advertising and other
promotional practices involving drugs and biologic products. Failure to comply with the applicable FDA requirements at
any time pre- or post-approval may result in a delay of approval or administrative or judicial sanctions.
Regulatory requirements governing our business are also evolving. For example, the FDA has issued a growing body of
guidance documents on CMC, clinical investigations and other areas of gene therapy development, all of which are
intended to facilitate the industry’s development of gene therapy products. Moreover, the FDA also continually issues
guidance documents that provide the FDA’s interpretation of its laws and regulations, as well as the FDA’s approach to
scientific issues and questions. While the FDA’s guidance is not binding, it does provide the FDA’s current interpretation
and approach.
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The new drug and biologic approval process
In the United States, an NDA is the vehicle through which the FDA approves a new pharmaceutical drug product for sale
and marketing in the United States. A BLA is the vehicle through which the FDA approves a new biologic product for
sale and marketing in the United States.
To market a new drug or biologic product in the United States, a sponsor generally must undertake the following:
•
completion of nonclinical laboratory tests, animal studies and formulation studies under the FDA’s Good
Laboratory Practice, or GLP, regulations and other applicable laws or regulations;
•
submission to the FDA of an investigational new drug application, or IND, for clinical testing, which must become
effective before clinical trials may begin at United States clinical trial sites;
•
approval by an independent Institutional Review Board, or IRB, and in the case of certain gene therapy studies,
an Institutional Biosafety Committee, or IBC, prior to initiation and subject to continuing review;
•
completion of adequate and well-controlled clinical trials to establish safety and efficacy, in the case of a drug
product candidate, or safety purity, and potency, in the case of a biologic product candidate for its intended use,
performed in accordance with Good Clinical Practices, or GCP, and the International Conference on
Harmonisation of Technical Requirements for Registration of Pharmaceuticals for Human Use, or ICH, E6 GCP
guidelines. Certain gene therapy research must also be conducted in accordance with the NIH Guidelines for
Research Involving Recombinant or Synthetic Nucleic Acid Molecules, or NIH Guidelines;
•
development of manufacturing processes to ensure the product candidate’s identity, strength, quality, purity, and
potency;
•
submission and FDA acceptance of an NDA or BLA, and satisfactory completion of an FDA Advisory Committee
meeting, if applicable;
•
satisfactory completion of an FDA inspection (remotely or in person) of the manufacturing facility or facilities at
which the product is produced to assess compliance with cGMPs, which require that the facilities, methods and
controls are adequate to preserve the product’s identity, strength, quality and purity, as well as satisfactory
completion of an FDA inspection (remotely or in person) of selected clinical sites and selected clinical
investigators to determine GCP compliance;
•
FDA review and approval of the NDA or BLA to permit commercial marketing for particular indications for use;
and
•
compliance with any post approval requirements and commitments, including Risk Evaluation and Mitigation
Strategies, or REMS, and post approval studies required by the FDA.
Nonclinical Studies and IND Submission
Nonclinical tests include laboratory evaluations of product chemistry, pharmacology, stability, toxicity and product
formulation, as well as animal or other nonclinical studies to assess potential safety and efficacy. In 2025, however, FDA
announced a plan to reduce animal testing, with an initial focus on monoclonal antibodies. In order to begin clinical testing,
a sponsor must submit an IND to the FDA, which includes, among other things, the results of the nonclinical tests,
manufacturing information, analytical data, proposed clinical protocols, and any available clinical data or literature on the
product candidate. Some nonclinical testing may continue after the IND is submitted. The IND must become effective
before human clinical trials may begin. An IND will automatically become effective 30 days after receipt by the FDA,
unless before that time the FDA raises concerns or questions about issues such as the conduct of the trials as outlined in
the IND. In that case, the IND sponsor and the FDA must resolve any outstanding FDA concerns or questions before
clinical trials can proceed. Clinical holds also may be imposed by the FDA at any time before or during trials due to safety
concerns or non-compliance.
Clinical Trials
Clinical trials involve the administration of an investigational product to human subjects under the supervision of qualified
investigators. Clinical trials are conducted in accordance with protocols detailing, among other things, the objectives of
the study, the parameters to be used in monitoring safety, the effectiveness criteria to be evaluated, and a statistical analysis
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plan. A protocol for each clinical trial and subsequent protocol amendments must be filed with the FDA as part of the IND.
Sponsors will also be required to provide FDA with diversity action plans once this requirement goes into effect. In
accordance with GCP requirements, all research subjects or their legally authorized representatives must provide their
informed consent in writing prior to their participation in a clinical trial. Each clinical trial must be reviewed and approved
by an IRB and is subject to ongoing IRB monitoring. The IRB must approve the protocol, protocol amendments, the
informed consent form, and communications to study subjects before a study commences at the site. An IRB considers
among other things, whether the risks to individuals participating in the trials are minimized and are reasonable in relation
to anticipated benefits, and whether the planned human subject protections are adequate. The IRB must continue to oversee
the clinical trial while it is being conducted. Special clinical trial ethical considerations also must be taken into account if
a study involves children. In the case of certain gene therapy studies, an IBC at the local level may also review and maintain
oversight over the particular study, in addition to the IRB. If the product candidate is being investigated for multiple
intended indications, separate INDs may also be required. Progress reports detailing the results of the clinical trials must
be submitted at least annually to FDA and the IRB and more frequently if serious adverse events or other significant safety
information is found. Certain reports may also be required to be submitted to the IBC.
Additionally, some clinical trials are overseen by an independent group of qualified experts organized by the clinical trial
sponsor, known as a data safety monitoring board or committee. This group regularly reviews accumulated data and
advises the study sponsor regarding the continuing safety of the trial. This group may also review interim data to assess
the continuing validity and scientific merit of the clinical trial. The data safety monitoring board receives special access to
unblinded data during the clinical trial and may advise the sponsor to halt the clinical trial if it determined there is an
unacceptable safety risk for subjects or on other grounds, such as no demonstration of efficacy.
Information about certain clinical trials must be submitted within specific timeframes to the NIH to be publicly posted on
the Clinicaltrials.gov website. Sponsors or distributors of investigational products for the diagnosis, monitoring, or
treatment of one or more serious disease or conditions must also have a publicly available policy on evaluating and
responding to requests for expanded access. Investigators must also provide certain information to clinical trial sponsors
to allow the sponsors to make certain financial disclosures to the FDA.
The manufacture of investigational drugs and biologics for the conduct of human clinical trials is subject to cGMP
requirements. Investigational drugs and biologics and active ingredients and therapeutic substances imported into the
United States are also subject to regulation by the FDA. Further, the export of investigational products outside the United
States is subject to regulatory requirements of the receiving country as well as U.S. export requirements under the FDCA.
In general, for the purposes of NDA and BLA approval, human clinical trials typically are conducted in three sequential
phases, but the phases may overlap, be divided, or be combined. Phase 1 clinical trials may be conducted in patients or
healthy volunteers to evaluate the product’s safety, dosage tolerance, structure-activity relationships, mechanism of action,
absorption, metabolism distribution, excretion, and pharmacokinetics and, if possible, seek to gain an early indication of
its effectiveness. Phase 2 clinical trials usually involve controlled trials in a larger but still relatively small number of
subjects from the relevant patient population to evaluate dosage tolerance and appropriate dosage; identify possible short-
term adverse effects and safety risks; and provide a preliminary evaluation of the efficacy of the drug or biologic product
for specific indications. Phase 3 clinical trials usually further evaluate clinical efficacy and test further for safety in an
expanded patient population at geographically dispersed clinical trial sites, to generate enough data to provide statistically
significant evidence of clinical efficacy and safety of the product candidate for approval. These trials are well-controlled
and are intended to establish the overall risk- benefit profile of the product or product candidate and provide an adequate
basis for physician labeling. Phase 3 clinical trials are usually larger, more time consuming, more complex and more costly
than Phase 1 and Phase 2 clinical trials. The FDA typically requires that an NDA or BLA include data from two adequate
and well-controlled clinical trials, but, in certain circumstances, approval may be based upon a single adequate and well-
controlled clinical trial plus confirmatory evidence or a single large multicenter trial without confirmatory evidence. In
some cases, the FDA may condition approval of an NDA or BLA on the applicant’s agreement to conduct additional
clinical trials to further assess the product’s safety and effectiveness after NDA or BLA approval. Such post-approval trials
are typically referred to as Phase 4 studies. The results of Phase 4 studies can confirm or refute the effectiveness of a
product candidate, and can provide important safety information.
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Additional kinds of data may also help support a BLA or NDA, such as patient experience data and real world evidence.
Real world evidence may also be used to assist in clinical trial design or support an NDA for already approved products.
FDA also has different programs, such as for genetically targeted and variant protein targeted products and platform
technologies which, if the relevant criteria are met, can help to streamline or expedite product development and approval
Concurrent with clinical trials, companies usually complete additional nonclinical studies and must also develop additional
information about the physical characteristics of the drug or biologic product candidate as well as finalize a process for
manufacturing the product candidate in commercial quantities in accordance with cGMP requirements. The manufacturing
process must be capable of consistently producing quality batches of the product candidate and, among other requirements,
the sponsor must develop methods for testing the identity, strength, quality, potency and purity of the final biologic
product. Additionally, appropriate packaging must be selected and tested and adequate stability studies must be conducted
to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.
Additional FDA Expedited Review and Approval Programs
The FDA has various programs that are intended to expedite or simplify the process for the development and FDA review
of certain products that are intended for the treatment of serious or life-threatening diseases or conditions, and demonstrate
the potential to address unmet medical needs or present a significant improvement over existing therapy. The purpose of
these programs is to provide important new therapeutics to patients earlier than under standard FDA review procedures.
To be eligible for a Fast Track designation, the FDA must determine, based on the request of a sponsor, that a product
candidate is intended to treat a serious or life-threatening disease or condition and demonstrates the potential to address an
unmet medical need. If Fast Track designation is obtained, sponsors may be eligible for more frequent development
meetings and correspondence with the FDA. In addition, the FDA may potentially initiate a rolling review of sections of
an application before the application is complete. This ‘‘rolling review’’ is available if the applicant provides and the FDA
approves a schedule for the remaining information. Applicable user fees must also be paid before the FDA will commence
its review. In some cases, a Fast Track product may be eligible for accelerated approval or priority review.
The FDA may give a priority review designation to product candidates that are intended to treat serious conditions and, if
approved, would provide significant improvements in the safety or effectiveness of the treatment, diagnosis, or prevention
of the serious condition. A priority review means that the goal for the FDA is to review an application within six months,
rather than the standard review of ten months under current PDUFA guidelines.
The FDA’s accelerated approval process allows for potentially faster development and approval of certain drugs or
biologic products intended to treat serious or life-threatening illnesses that provide meaningful therapeutic benefit to
patients over existing treatments. Under the accelerated approval process, the adequate and well-controlled clinical trials
conducted with the drug or biologic product establish that the drug or biologic product has an effect on a “surrogate”
endpoint that is reasonably likely to predict clinical benefit or on the basis of an effect on a clinical endpoint other than
survival or irreversible morbidity, that is reasonably likely to predict an effect on irreversible morbidity or mortality, taking
into account the severity, rarity, or prevalence of the condition and availability or lack of alternative treatments. Drugs or
biologic products approved through the accelerated approval process are subject to certain post-approval requirements,
including completion of Phase 4 clinical trials to demonstrate clinical benefit. By the date of approval of an accelerated
approval product, FDA must specify the conditions for the required post approval studies, including enrollment targets,
the study protocol, milestones, and target completion dates. The FDA may also, and frequently does, require that the
confirmatory Phase 4 studies be commenced prior to the FDA granting a product accelerated approval. Reports on the
progress of the required Phase 4 confirmatory studies must be submitted to the FDA every 180 days after approval. If the
trials fail to verify the clinical benefit of the drug or biologics product, the FDA may withdraw approval of the application
through a statutorily defined streamlined process. Failure to conduct the required Phase 4 confirmatory studies or to
conduct such studies with due diligence, as well as failure to submit the required update reports can subject a sponsor to
penalties. Promotional materials for a drug or biologic approved under the accelerated approval pathway are subject to the
FDA prior review.
Sponsors can also request designation of a product candidate as a ‘‘breakthrough therapy.’’ A breakthrough therapy is
defined as a product that is intended, alone or in combination with one or more other products, to treat a serious or life-
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threatening disease or condition, and preliminary clinical evidence indicates that the product may demonstrate substantial
improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects
observed early in clinical development. Products designated as breakthrough therapies are eligible for intensive guidance
on an efficient development program beginning as early as Phase 1 trials, a commitment from the FDA to involve senior
managers and experienced review staff in a proactive collaborative and cross-disciplinary review, rolling review, and the
facilitation of cross-disciplinary review.
Another expedited pathway is the Regenerative Medicine Advanced Therapy, or RMAT, designation. Qualifying products
must be a cell therapy, therapeutic tissue engineering product, human cell and tissue product, or a combination of such
products, and not a product solely regulated as a human cell and tissue product. The product must be intended to treat,
modify, reverse, or cure a serious or life-threatening disease or condition, and preliminary clinical evidence must indicate
that the product has the potential to address an unmet need for such disease or condition. Advantages of the RMAT
designation include all the benefits of the Fast Track and breakthrough therapy designation programs, including early
interactions with the FDA. These early interactions may be used to discuss potential surrogate or intermediate endpoints
to support accelerated approval.
Companion Diagnostics and Other Combination Products
A drug or biologic product may be regulated as combination product if it is intended for use in conjunction with a medical
device, such as a drug delivery device or in vitro diagnostic device, as further discussed below. In such cases, the use of
the two products together (i.e., the drug/biological product and the device) must be shown to be safe and effective for the
proposed intended use and the labeling of the two products must reflect their combined use. In some cases, the device
component may require a separate premarket submission; for example, when the device component is intended for use
with multiple drug products. Sponsors of clinical studies using investigational devices are required to comply with FDA’s
investigational device exemption regulations. Once approved or cleared, the sponsor of the device component submission
(or the combination product submission, if both components are covered by one premarket submission) would need to
comply with FDA’s post-market device requirements, including establishment registration, device listing, device labeling,
unique device identifier, quality system regulation, medical device reporting, and reporting of corrections and removals
requirements.
If the safety or effectiveness of a drug or biologic product candidate for its proposed indication is dependent on the
measurement or detection of specified biomarkers, the FDA may require the contemporaneous approval or clearance of
an in vitro companion diagnostic device that measures such biomarkers, and require the labeling of both the drug/biological
product and the companion diagnostic to including instructions for use of the two products together. The FDA has
explained in guidance that in vitro companion diagnostic devices may be used for a number of purposes, including
identifying appropriate subpopulations for treatment. The type of premarket submission required for a companion
diagnostic device will depend on the FDA classification of the device. A premarket approval, or PMA, application is
required for high risk devices classified as Class III; a 510(k) premarket notification is required for moderate risk devices
classified as Class II; and a de novo request may be used for novel devices not previously classified by FDA that are low
or moderate risk.
However, not all in vitro companion diagnostics are medical devices regulated by FDA. Specifically, FDA does not
regulate in vitro companion diagnostics that meet the definition of a Laboratory Developed Test, or LDT. An LDT is
generally defined to include any test developed, manufactured, and used in a single laboratory certified under the
Clinical Laboratory Improvement Amendments of 1988. FDA previously attempted to regulate LDTs as medical devices
through issuance of a rule, but the US District Court for the Eastern District of Texas struck down that rule in American
Clinical Laboratory Association v. US Food and Drug Administration. While there remains some uncertainty around
FDA’s interpretation of the district court’s opinion and what FDA believes remains within its regulatory purview, to the
extent that an in vitro companion diagnostic meets the definition of an LDT, such LDT is not a medical device and does
not have to comply with the FDA’s medical device requirements described herein.
The FDA’s guidance states that the FDA generally will not approve a drug or biologic that is dependent upon the use of a
companion diagnostic device if no such device is contemporaneously FDA-approved or -cleared for the relevant indication.
According to the guidance, however, the FDA may approve such a drug/biologic product without an approved/cleared
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companion diagnostic when the drug/ biologic “is intended to treat a serious or life-threatening condition for which no
satisfactory alternative treatment exists” and the FDA determines that the benefits from the use of the drug/biologic “are
so pronounced as to outweigh the risks from the lack of an” approved/cleared companion diagnostic. Under these
circumstances, the FDA expects that a companion diagnostic would be subsequently approved/cleared, and that the
drug/biologic labeling would be revised “to stipulate the use of the” companion diagnostic device. The FDA would also
consider whether additional protections, such as risk evaluation and mitigation strategies, or REMS, or post-approval
requirements, are necessary.
In a separate guidance, specific to DMD and related dystrophinopathies, the FDA has stated that a sponsor should
contemporaneously develop a companion diagnostic device in situations where (1) the safety or efficacy of the drug or
biologic product “may be related to the patient’s specific dystrophin mutation or to another type of finding related to a
biomarker,” and (2) a suitable companion diagnostic device is not currently available. However, given “the serious and
life-threatening nature of dystrophinopathies and the lack of satisfactory alternative treatments that currently exist,” the
guidance further states that the FDA may approve a drug/biologic “even if a companion diagnostic device is not yet
approved or cleared, if the benefits are so pronounced as to outweigh the risks from the lack of an approved or cleared in
vitro companion diagnostic device.” During the review, the “FDA will determine the need for clearance or approval of the
device.” The FDA guidance documents represent the FDA’s current thinking on a topic but do not establish legally
enforceable responsibilities.
FDA Approval Process
Assuming successful completion of the required clinical testing, the results of the preclinical studies and of the clinical
trials, together with other detailed information, including proposed labeling and information on the chemistry, manufacture
and composition of the product, are submitted to the FDA in the form of an NDA or BLA requesting approval to market
the product for one or more indications. In most cases, the NDA or BLA must be accompanied by a substantial user fee,
though a waiver of such fees may be obtained under certain limited circumstances. Product candidates that are designated
as orphan products are not subject to application user fees unless the application includes an indication other than the
orphan indication. The user fees must be paid at the time of the first submission of the application, even if the application
is being submitted on a rolling basis. The FDA has 60 days from its receipt of an NDA or BLA to determine whether the
application will be accepted for filing based on the FDA’s threshold determination that it is sufficiently complete to permit
a substantive review.
If the FDA determines that the NDA or BLA is incomplete, the FDA may refuse to file the application. If the FDA refuses
to file an NDA or BLA, the applicant may refile the application with information addressing the FDA identified
deficiencies, which refiling would be subject to FDA review before it is accepted for filing. After the NDA or BLA
submission is accepted for filing, the FDA reviews the NDA or BLA to determine, among other things, whether a product
meets FDA’s approval standard and whether the product is being manufactured in accordance with cGMP to assure and
preserve the product’s identity, strength, quality and purity. Under the goals and policies agreed to by the FDA under the
PDUFA, the FDA has set the review goal of completing its review of 90% of all standard applications for new molecular
entities and original BLAs within ten months of the 60 day filing date. Under the FDA’s priority review program, however,
the FDA set a review goal of completing its review of 90% of all applications within 6 months of the 60 day filing date.
The FDA does not always meet its PDUFA goal dates. The review process and the PDUFA goal date may be extended by
additional three-month review periods whenever the FDA requests or the NDA or BLA sponsor otherwise provides
additional information or clarification regarding information already provided in the submission at any time during the
review cycle.
NDAs or BLAs or supplements to NDAs or BLAs for a new active ingredient, dosage form, dosage regimen, or route of
administration, unless subject to the below requirement for molecularly targeted cancer products, must contain data to
assess the safety and effectiveness of the product for the claimed indications in all relevant pediatric subpopulations and
to support dosing and administration for each pediatric subpopulation for which the product is safe and effective. The FDA
may, on its own initiative or at the request of the applicant, grant deferrals for submission of data or full or partial waivers.
This requirement does not generally apply to products for an indication for which orphan designation has been granted.
However, compliance may be required if approval is sought for other indications for which the product has not received
orphan designation.
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Alternatively, product candidates intended for the treatment of adult cancer which are directed at molecular targets that
the FDA determines to be substantially relevant to the growth or progression of pediatric cancer, must submit, with the
marketing application, reports from molecularly targeted pediatric cancer investigations designed to yield clinically
meaningful pediatric study data, gathered using appropriate formulations for each applicable age group, to inform potential
pediatric labeling. The FDA may, on its own initiative or at the request of the applicant, grant deferrals or waivers of some
or all of this data, as above. Orphan products are not exempt from this requirement.
The FDA will typically inspect or conduct an inspection (remotely or in person) of one or more clinical sites to assure
compliance with GCP before approving an NDA or BLA. The FDA also will inspect (remotely or in person) the facility
or the facilities at which the product is manufactured before the NDA or BLA is approved. The FDA will not approve the
product unless cGMP compliance is satisfactory.
The FDA may refer applications for novel drug products or biologic products to an advisory committee for
recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by
the recommendation of an advisory committee, but it considers such recommendations carefully, particularly any negative
recommendations or limitations, when making drug or biologic product approval decisions.
After evaluating the marketing application and all related information, including the advisory committee recommendation,
if any, and inspection reports regarding the manufacturing facilities and clinical trial sites, the FDA may issue an approval
letter, or, in some cases, a complete response letter. An approval letter authorizes commercial marketing of the product
with specific prescribing information for specific indications. A complete response letter indicates that the review cycle of
the application is complete and the application is not ready for approval and describes all of the specific deficiencies that
the FDA identified. A CRL generally contains a statement of specific conditions that must be met in order to secure final
approval of the marketing application, and may require additional clinical or preclinical testing in order for the FDA to
reconsider the application. The deficiencies identified may be minor, for example, requiring labeling changes; or major,
for example, requiring additional clinical trials. If a complete response letter is issued, the applicant may either: resubmit
the marketing application, addressing all of the deficiencies identified in the letter; withdraw the application; or request an
opportunity for a hearing. In 2025, FDA started publicly releasing complete response letters after issuance, for both
products that eventually obtained approval and products that have not yet received approval. The FDA has the goal of
reviewing 90% of application resubmissions in either two or six months of the resubmission date, depending on the kind
of resubmission. Even with submission of additional information, the FDA ultimately may decide that the application does
not satisfy the regulatory criteria for approval.
Additional regulation for gene therapy clinical trials
In addition to the regulations discussed above, there are a number of additional standards that apply to clinical trials
involving the use of gene therapy. The FDA has issued, and continues to issue, various guidance documents regarding the
development and commercialization of gene therapies, which outline additional factors that the FDA will consider at each
of the above stages of development and relate to, among other things: the proper preclinical and nonclinical assessment of
gene therapies; the design and conduct of clinical trials, the CMC information that should be included in an IND
application; the proper design of tests to measure product potency in support of an IND or BLA application; expedited
programs; and long term patient and clinical study subject follow up and regulatory reporting. The FDA also issued
guidance documents that address guidance specific to the development of gene therapy products for neurodegenerative
diseases and with respect to the use of human and animal derived materials. In January 2026, FDA also announced that it
would be implementing a flexible approach to overseeing chemistry, manufacturing and control requirements for cell and
gene therapies. Exactly how this and other FDA policies with respect to gene therapies will be implemented, however, is
developing.
Post-approval requirements
After FDA approval of a product is obtained, we are required to comply with a number of post-approval requirements,
including, among other things, establishment registration and product listing, record-keeping requirements, reporting
certain adverse reactions and production problems to the FDA, providing updated safety and efficacy information, and
complying with requirements concerning advertising and promotional labeling. As a condition of approval of an NDA or
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BLA, the FDA may require the applicant to conduct additional clinical trials or other post market testing and surveillance
to further monitor and assess the product’s safety and efficacy. There also are continuing annual program user fee
requirements for approved products, though orphan products may receive exemptions if certain criteria are met.
The FDA also has the authority to require a specific REMS to ensure that a product’s benefits outweigh its risks. A REMS
may be required to include various elements, such as a medication guide or patient package insert, a communication plan
to educate healthcare providers of the product’s risks, limitations on who may prescribe or dispense the product, or other
measures that the FDA deems necessary to assure the safe use of the drug. The FDA may also impose a REMS requirement
on an approved product if the FDA determines, based on new safety information, that a REMS is necessary to ensure that
the product’s benefits outweigh its risks.
The FDA strictly regulates marketing, labeling, advertising and promotion of products that are placed on the market.
Although physicians may prescribe a drug or biologic for off-label uses, manufacturers may only promote the product for
the approved indications and in accordance with the approved labeling. All statements regarding products must be
consistent with the FDA approved label, must be truthful and non-misleading, and must be adequately substantiated with
a fair balance between product benefit claims and risks, among other requirements. This means, for example, that a
manufacturer cannot make claims about the use of its marketed products or their relative benefits compared to other
treatments outside of their FDA approved indications and label and without adequate comparative studies, and it would
not be able to discuss or provide information on off-label uses or off-label safety benefits of such products in a promotional
context. Over the last few years, the FDA has taken a number of actions in the advertising and promotional spaces,
including issuing a final rule and a guidance on risk and efficacy disclosures in direct to consumer advertising, and a
guidance on communication of off-label scientific information about approved products. The FDA and other agencies
actively enforce the laws and regulations prohibiting the promotion of off-label uses. Failure to comply with the laws and
regulations governing advertising and promotion can have negative consequences, including FDA and other governmental
authority enforcement actions. In fact, in 2025, FDA increased its enforcement activity regarding promotion and
advertising, both in the areas of promotional statements to healthcare providers and direct to consumer advertising.
In addition, the distribution of prescription pharmaceutical product samples is subject to the Prescription Drug Marketing
Act, or PDMA, in addition to state requirements. Reports must also be submitted to the FDA on sample distribution. The
Drug Supply Chain Security Act, or DSCSA, added sections in the FDCA that require manufacturers, repackagers,
wholesale distributors, dispensers, and third-party logistics providers to take steps to identify and trace certain prescription
drugs and biologics to protect against the threats of counterfeit, diverted, stolen, contaminated, or otherwise harmful
products in the supply chain. The DSCSA regulates the distribution of prescription pharmaceutical drugs and biologics,
requiring passage of documentation to track and trace each prescription product at the saleable unit level through the
distribution system. This documentation must be transferred electronically and interoperably at the package level. Products
subject to the DSCSA must only be transferred to appropriately licensed purchasers. The DSCSA also requires
manufacturers and repackagers to affix or imprint a unique product identifier on product packages in both a human-
readable and on a machine-readable data carrier. The DSCSA also establishes several requirements relating to the
verification of product identifiers. Further, under this legislation, sponsors have product investigation, quarantine,
disposition, and notification responsibilities related to counterfeit, diverted, stolen, and intentionally adulterated products
that would result in serious adverse health consequences or death to humans, as well as products that are the subject of
fraudulent transactions or which are otherwise unfit for distribution such that they would be reasonably likely to result in
serious health consequences or death.
Also, quality control and manufacturing procedures must continue to conform to cGMPs after approval, including quality
control and quality assurance and maintenance of records and documentation. Changes to the manufacturing process are
strictly regulated and often require prior FDA approval or notification before being implemented. The FDA has issued a
guidance specifically on demonstrating product comparability, and the management and reporting of manufacturing
changes for investigational and licensed cellular and gene therapy products. FDA regulations also require investigation
and correction of any deviations from cGMP and specifications, and impose reporting and documentation requirements
upon the sponsor and any third-party manufacturers that the sponsor may decide to use.
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Manufacturers and others involved in the manufacture and distribution of such products also must register their
establishments with the FDA and certain state agencies, and provide information regarding the products that they
manufacture, including the volume of drugs produced during the prior year.
Establishments may be subject to periodic, unannounced inspections (remotely or in person) by government authorities to
ensure compliance with cGMP requirements and other laws. Accordingly, manufacturers must continue to expend time,
money and effort in the area of production and quality control to maintain compliance with cGMP and other aspects of
regulatory compliance. The FDA may take into account results of inspections performed by certain counterpart ex-U.S.
regulatory agencies in assessing compliance cGMPs. The FDA has entered into international agreements with ex-U.S.
agencies, including in the EU, in order to facilitate this type of information sharing.
Sponsors are further subject to various requirements related to FDA drug shortage and manufacturing volume reporting,
supply chain security, such as risk management plan requirements, and the promotion of supply chain redundancy.
Legislation and executive actions have also been issued to encourage domestic manufacturing.
Additional controls for biologics
To help reduce the risk of the introduction of adventitious agents or of causing other adverse events with the use of biologic
products, the PHSA emphasizes the importance of manufacturing control for products whose attributes cannot be precisely
defined. The PHSA also provides authority to the FDA to immediately suspend licenses in situations where there exists a
danger to public health, to prepare or procure products in the event of shortages and critical public health needs, and to
authorize the creation and enforcement of regulations to prevent the introduction or spread of communicable diseases in
the United States and between states.
After a BLA is approved, the product may also be subject to official lot release as a condition of approval. As part of the
manufacturing process, the manufacturer is required to perform certain tests on each lot of the product before it is released
for distribution. If the product is subject to official release by the FDA, the manufacturer submits samples of each lot of
product to the FDA together with a release protocol showing the results of all of the manufacturer’s tests performed on the
lot. The FDA may also perform certain confirmatory tests on lots of some products before releasing the lots for distribution
by the manufacturer. In addition, the FDA conducts laboratory research related to the regulatory standards on the safety,
purity, potency, and effectiveness of biological products.
Other regulatory agencies may also regulate our use of biological materials, which may necessitate that we, our
manufacturers, or other third parties with whom we work obtain permits and otherwise comply with regulatory
requirements.
Orphan drug designation.
We have received orphan drug designation from the FDA for Translarna for the treatment of nmDMD, Emflaza for the
treatment of DMD, Kebilidi for the treatment of AADC deficiency, Evrysdi for the treatment of SMA, vatiquinone for the
treatment of FA, sepiapterin for the treatment of hyperphenylalaninemia, including hyperphenylalaninemia caused by
PKU, and votoplam for the treatment of HD. The FDA may grant orphan drug designation to drugs and biologics intended
to treat a “rare disease or condition,” which is defined as a disease or condition that affects fewer than 200,000 individuals
in the United States, or more than 200,000 individuals in the United States and for which there is no reasonable expectation
that the cost of developing and making available in the United States a product for this type of disease or condition will be
recovered from sales in the United States for that product. Additionally, sponsors must present a medically plausible basis
for the use of the drug for the rare disease or condition and a plausible hypothesis for clinical superiority to obtain orphan
designation if there is a product already approved by the FDA that is considered by the FDA to be the same as the already
approved product and is intended for the same indication. This hypothesis must be demonstrated to obtain orphan
exclusivity. Orphan drug designation must be requested before submitting an application for marketing approval. Orphan
drug designation does not convey any advantage in, or shorten the duration of, the regulatory review and approval process.
Orphan drug designation can provide opportunities for grant funding towards clinical trial costs, tax advantages and FDA
user-fee benefits.
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If a product which has an orphan drug designation subsequently receives the first FDA approval for the indication for
which it has such designation, the product is entitled to orphan drug exclusivity, which means the FDA may not approve
any other application to market the same drug or biologic for the same approved indication for a period of seven years,
except in limited circumstances, such as a showing of clinical superiority to the product with orphan exclusivity or the
same drug or biologic for different indications. However, competitors may receive approval of different drugs or biologics
for the indications for which the orphan product has exclusivity.
Orphan product sameness decisions are also an evolving space. The FDA issued a final guidance document on how the
agency will determine the “sameness” of gene therapy products. Pursuant to the guidance, “sameness” will depend on the
products’ transgene expression, viral vectors groups and variants, and other product features that may have a therapeutic
effect. Generally, minor differences between gene therapy products will not result in a finding that two products are
different. Any FDA sameness determinations could impact our ability to receive approval for our product candidates and
to obtain or retain orphan drug exclusivity.
Rare Pediatric Disease Voucher Program
Under the FDCA, the FDA awards priority review vouchers to sponsors of rare pediatric disease products that meet certain
criteria. To qualify, the rare disease must be serious or life-threatening in which the serious or life-threatening
manifestations primarily affect individuals aged from birth to 18 years. Also, the product must contain no active ingredient
(including any ester or salt of the active ingredient) that has been previously approved in any other application and the
application must meet certain additional qualifying criteria, including eligibility for FDA priority review. If FDA
determines that a product is for a rare pediatric disease and the qualifying application criteria are met, upon a sponsor’s
request, the FDA may award the sponsor a priority review voucher. This voucher may be redeemed to receive priority
review (i.e., a review time of 6 months as compared to 10 months for standard review) of a subsequent marketing
application for a different product. Use of a priority review voucher is subject to an FDA user fee. These vouchers are
transferable. Accordingly, sponsors may sell these vouchers for substantial sums of money. Vouchers may also be revoked
by the FDA under certain circumstances and sponsors of approved rare pediatric disease products must submit certain
reports to the FDA.
FDA is currently authorized to issue pediatric priority review vouchers until September 30, 2029. We may not be able to
obtain rare pediatric disease designation for products in the future and may also not be able to qualify for priority review
vouchers.
Hatch-Waxman Act for Drugs.
Section 505 of the FDCA describes three types of drug marketing applications that may be submitted to the FDA to request
marketing authorization for a new drug. A Section 505(b)(1) NDA is an application that contains full reports of
investigations of safety and efficacy. A 505(b)(2) NDA is an application that contains full reports of investigations of
safety and efficacy but where at least some of the information required for approval comes from investigations that were
not conducted by or for the applicant and for which the applicant has not obtained the right of reference or use from the
person by or for whom the investigations were conducted. This regulatory pathway enables the applicant to rely, in part,
on the FDA’s prior findings of safety and efficacy for an existing product, or published literature, in support of its
application. Section 505(j) establishes an abbreviated approval process for a generic version of approved drug products
through the submission of an Abbreviated New Drug Application, or ANDA. An ANDA provides for marketing of a
generic drug product that generally has the same active ingredients, dosage form, strength, route of administration,
labeling, performance characteristics and intended use, among other things, to a previously approved product, called the
reference listed drug. Certain differences, however, between the reference listed drug and ANDA product may be permitted
pursuant to a suitability petition. Certain labeling differences may also be permitted if information in the reference listed
drug’s label is protected by patent or exclusivities. ANDAs are termed “abbreviated” because they are generally not
required to include nonclinical and clinical data to establish safety and efficacy. Instead, generic applications must
scientifically demonstrate that their product is bioequivalent to, or performs in the same manner as, the innovator drug
through in vitro, in vivo, or other testing. The generic version must deliver the same amount of active ingredients to the
site of action in the same amount of time as the innovator drug and can often be substituted by pharmacists under
prescriptions written for the reference listed drug. In seeking approval for a drug through an NDA, applicants are required
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to list with the FDA each patent with claims that cover the applicant’s drug or a method of using the drug. Upon approval
of a drug, each of the patents listed in the application for the drug is then published in the FDA’s list of Approved Drug
Products with Therapeutic Equivalence Evaluations, commonly known as the Orange Book. Drugs listed in the Orange
Book can, in turn, be cited by potential competitors in support of approval of an ANDA or 505(b)(2) NDA. In an effort to
clarify which patents must be listed in the Orange Book, in January 2021, Congress passed the Orange Book Transparency
Act of 2020, which largely codifies FDA’s existing practices into the FDCA. Listing patents in the Orange Book that do
not qualify for listing can be considered to be anticompetitive conduct. The Federal Trade Commission has sent letters to
a number of companies with respect to certain patents that the agency asserted were improperly listed or inaccurate and
improper listings have been the subject of court cases.
Upon submission of an ANDA or 505(b)(2) NDA, an applicant must certify to the FDA that (1) no patent information has
been submitted to the FDA; (2) such patent has expired; (3) the date on which such patent expires; or (4) such patent is
invalid or will not be infringed upon by the manufacturer, use or sale of the drug product for which the application is
submitted. The applicant may also elect to submit a “section viii” statement certifying that its proposed label does not
contain (or carves out) any language regarding the patented method-of-use rather than certify to a listed method-of-use
patent. Generally, the ANDA or 505(b)(2) NDA approval cannot be made effective until all listed patents have expired,
except where the ANDA or 505(b)(2) NDA applicant challenges a listed patent through the last type of certification, also
known as a paragraph IV certification.
If the ANDA or 505(b)(2) NDA applicant has provided a paragraph IV certification to the FDA, the applicant must send
notice of the certification to the NDA and patent holders. The NDA and patent holders may then initiate a patent
infringement lawsuit in response to the notice of the paragraph IV certification, in which case the FDA may not make an
approval effective until the earlier of 30 months from the patent or application owner’s receipt of the notice of the paragraph
IV certification, the expiration of the patent, when the infringement case concerning each such patent is favorably decided
in the applicant’s favor or settled, or such shorter or longer period as may be ordered by a court. This prohibition is
generally referred to as the 30 month stay. In instances where an ANDA or 505(b)(2) NDA applicant files a paragraph IV
certification, the NDA holder or patent owner(s) regularly take action to trigger the 30 month stay. Thus, approval of an
ANDA or 505(b)(2) NDA could be delayed for a significant period of time depending on the patent certification the
applicant makes and the reference drug sponsor’s decision to initiate patent litigation.
Exclusivity provisions under the FDCA can delay the submission or the approval of certain applications for competing
products. The FDCA provides a five-year period of non-patent exclusivity within the United States to the first applicant
to gain approval of an NDA for a new chemical entity. A drug is a new chemical entity if the FDA has not previously
approved any other new drug containing the same active moiety, which is the molecule or ion responsible for the
therapeutic activity of the drug substance. During the exclusivity period, the FDA generally may not accept for review an
ANDA or a 505(b)(2) NDA submitted by another company that contains the new chemical entity. However, an ANDA or
505(b)(2) NDA may be submitted after four years if it contains a certification of patent invalidity or non-infringement.
The FDCA also provides a shorter three-year period of exclusivity for an NDA, 505(b)(2) NDA, or supplement to an
existing NDA or 505(b)(2) NDA if new clinical investigations, other than bioavailability studies, that were conducted or
sponsored by the applicant are deemed by the FDA to be essential to the approval of the application. Three-year exclusivity
may be granted for example, for new indications, dosages, strengths or dosage forms of an existing drug. This three-year
exclusivity covers only the conditions of use associated with the new clinical investigations and, as a general matter, does
not prohibit the FDA from approving ANDAs or 505(b)(2) NDAs for generic versions of the original, unmodified drug
product. Five-year and three-year exclusivity will not delay the submission or approval of a full NDA; however, an
applicant submitting a full NDA would be required to conduct or obtain a right of reference to all of the preclinical studies
and adequate and well-controlled clinical trials necessary to demonstrate safety and effectiveness.
BPCIA Exclusivity
The 2010 Patient Protection and Affordable Care Act included the BPCIA as a subtitle. The BPCIA established a
regulatory scheme authorizing the FDA to approve biosimilars and interchangeable biosimilars. The FDA has issued a
number of guidance documents outlining an approach to review and approval of biosimilars, including guidance
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documents on the demonstration of interchangeability and the licensure of biosimilar and interchangeable products for
fewer than all of the reference product’s licensed conditions of use.
Under the BPCIA, a manufacturer may submit an application for licensure of a biologic product that is “biosimilar to” or
“interchangeable with” a previously approved biological product or “reference product.” In order for the FDA to approve
a biosimilar product, it must find that there is a high degree of similarity to the reference product, notwithstanding minor
differences in clinically inactive components, and that there are no clinically meaningful differences between the reference
product and proposed biosimilar product in terms of safety, purity and potency. Biosimilarity must be shown through
analytical studies, animal studies, and at least one clinical trial, absent a waiver by the FDA. There must be no difference
between the reference product and a biosimilar in mechanism of action, conditions of use, route of administration, dosage
form, and strength. For the FDA to approve a biosimilar product as interchangeable with a reference product, the FDA
must find that the biosimilar product can be expected to produce the same clinical results as the reference product, and (for
products administered multiple times) that the biologic and the reference biologic may be switched after one has been
previously administered without increasing safety risks or risks of diminished efficacy relative to exclusive use of the
reference biologic. In 2025, however, FDA eased the requirements for comparative efficacy studies for biosimilar products
and switching studies for interchangeable products, potentially facilitating the development of these products.
Under the BPCIA, an application for a biosimilar product may not be submitted to the FDA until four years following the
date of approval of the reference product. The FDA may not approve a biosimilar product until 12 years from the date on
which the reference product was approved. However, certain changes and supplements to an approved BLA, and
subsequent applications filed by the same sponsor, manufacturer, licensor, predecessor in interest, or other related entity
do not qualify for the 12 year exclusivity period. Even if a product is considered to be a reference product eligible for
exclusivity, another company could market a competing version of that product if the FDA approves a full BLA for such
product containing the sponsor’s own nonclinical data and data from adequate and well-controlled clinical trials to
demonstrate the safety, purity and potency of their product. The BPCIA also created certain exclusivity periods for
biosimilars approved as interchangeable products.
The BPCIA also includes provisions to protect reference products that have patent protection. The biosimilar product
sponsor and reference product sponsor may exchange certain patent and product information for the purpose of
determining whether there should be a legal patent challenge. Based on the outcome of negotiations surrounding the
exchanged information, the reference product sponsor may bring a patent infringement suit and injunction proceedings
against the biosimilar product sponsor. The biosimilar applicant may also be able to bring an action for declaratory
judgment concerning the patent.
The FDA maintains a publicly available online database of licensed biological products, which is commonly referred to
as the “Purple Book.” The Purple Book lists product names, dates of licensure, and applicable periods of exclusivity.
Further, the reference product sponsor must provide patent information and patent expiry dates to the FDA following the
exchange of patent information between biosimilar and reference product sponsors. This information is then published in
the Purple Book.
In an effort to increase competition in the drug and biologic product marketplace, Congress, the executive branch, and the
FDA have taken certain legislative and regulatory steps. For example, measures have been proposed and implemented to
facilitate product importation. Moreover, the 2020 Further Consolidated Appropriations Act included provisions requiring
that sponsors of approved drug and biologic products, including those subject to REMS, provide samples of the approved
products to persons developing 505(b)(2) NDA or ANDA drug products, or biosimilar products within specified
timeframes, in sufficient quantities, and on commercially reasonable market-based terms. Failure to do so can subject the
approved product sponsor to civil actions, penalties, and responsibility for attorney’s fees and costs of the civil action.
This same bill also includes provisions with respect to shared and separate REMS programs for reference and generic drug
products.
Patent Term Restoration
If approved, drug and biologic products may also be eligible for periods of U.S. patent term restoration if an application
is timely filed with the Patent and Trademark Office. If granted, patent term restoration extends the patent life of a single
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unexpired patent, that has not previously been extended, for a maximum of five years, and only those claims reading on
the approved drug may be extended. The total patent life of the product with the extension also cannot exceed fourteen
years from the product’s approval date. Subject to the prior limitations, the period of the extension is calculated through
an equation that takes into account half of the time from the effective date of an IND to the initial submission of a complete
marketing application and all the time between the submission of the marketing application and its approval. This period
may also be reduced by any time that the applicant did not act with due diligence.
Pediatric exclusivity
Pediatric exclusivity is another type of non-patent market exclusivity in the United States and, if granted, provides for the
attachment of an additional six months of market protection to the term of any existing Orange Book- listed patents or
regulatory exclusivity, including the non-patent exclusivity periods described above. This six-month exclusivity may be
granted based on the voluntary completion of a pediatric study or studies in accordance with an FDA-issued “Written
Request” for such a study or studies within a specified timeframe prior to the expiration of the underlying patent or market
exclusivity period to be extended.
Regulation outside the United States
In order to market any product outside of the United States, we would need to comply with numerous and varying
regulatory requirements of other countries regarding safety and efficacy and governing, among other things, clinical trials,
marketing authorization, manufacturing, commercial sales and distribution of our products. Whether or not we obtain FDA
approval for a product, we would need to obtain the necessary approvals by the comparable regulatory authorities of ex-
U.S. countries before we can commence clinical trials or marketing of the product in those countries. The approval process
varies from country to country and can involve additional product testing and additional administrative review periods.
The time required to obtain approval in other countries might differ from and be longer than that required to obtain FDA
approval. Regulatory approval in one country does not ensure regulatory approval in another, but a failure or delay in
obtaining regulatory approval in one country may negatively impact the regulatory process in others. And, even if
regulatory approval is granted, it may be withdrawn or limited under certain circumstances or post-approval requirements
may be imposed by the applicable regulatory authority. Because biologically sourced raw materials are subject to unique
contamination risks, their use in either clinical trials or commercialized products may be restricted in some countries.
Regulation in the European Union
We have obtained an orphan medicinal product designation from the EC, following an evaluation by the EMA’s
Committee for Orphan Medicinal Products, for Translarna for the treatment of nmDMD, Upstaza for the treatment of
AADC deficiency, Evrysdi for the treatment of SMA, vatiquinone for the treatment of FA, sepiapterin for the treatment of
patients with hyperphenylalaninemia, including hyperphenylalaninemia caused by PKU and votoplam for the treatment of
HD. The EC can grant orphan medicinal product designation to products for which the sponsor can establish that it is
intended for the diagnosis, prevention, or treatment of (1) a life-threatening or chronically debilitating condition affecting
not more than five in 10,000 people in the EU, or (2) a life-threatening, seriously debilitating or serious and chronic
condition in the EU and that without incentives it is unlikely that sales of the drug in the EU would generate a sufficient
return to justify the necessary investment. In addition, the sponsor must establish that there is no other satisfactory method
approved in the EU of diagnosing, preventing or treating the condition, or if such a method exists, the proposed orphan
drug will be of significant benefit to patients. Orphan drug designation is not a marketing authorization. It is a designation
that provides a number of benefits, including fee reductions, regulatory assistance, and, in the event of a successful
application for a centralized EU marketing authorization and confirmation that the requirements for orphan designation
are maintained at the time of authorization, 10 years of EU market exclusivity. During this market exclusivity period,
neither the EMA, nor the EC nor any EU member states can accept an application or grant a marketing authorization for a
“similar medicinal product.” A “similar medicinal product” is defined as a medicinal product containing a similar active
substance or substances as contained in an authorized orphan medicinal product, and which is intended for the same
therapeutic indication. The market exclusivity period for the authorized therapeutic indication may be reduced to six years
if, at the end of the fifth year, it is established that the orphan designation criteria are no longer met, including where it is
shown that the product is sufficiently profitable not to justify maintenance of market exclusivity. In addition, a competing
similar medicinal product may in limited circumstances be authorized prior to the expiration of the market exclusivity
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period, including if it is shown to be safer, more effective or otherwise clinically superior to the authorized product. Our
product candidates can lose orphan designation, and the related benefits, prior to us obtaining a marketing authorization if
it is demonstrated that the orphan designation criteria are no longer met.
The EC has conducted a review of the Orphan Drug Regulation together with the Paediatric Regulation. The outcome of
this review is intended to guide future legislative changes and shape the EU’s pharmaceutical strategy. Political agreement
on these changes was reached at the end of 2025, and once the new legislation is finalized, it is likely that the period of
orphan market exclusivity will be reduced, and that there may be additional requirement to be met.
Clinical Trial Developments. The structure and general regulation of clinical trials for both small molecule and biological
medicines in the EU is similar to that in the United States. A new regulation, (EU) No.536/2014, regarding clinical trials
of medicinal products for humans updated in the clinical trials regime through the creation of a uniform framework for the
submission of applications and authorization of clinical trials by all interested EU member states. The regulation (which
came into effect on January 31, 2022) is thus intended to facilitate cross-border cooperation through streamlining of the
rules on clinical trials across the EU, including by requiring the submission of clinical trial authorization applications via
a new electronic EU portal.
Alongside the portal, a database has been created containing information on clinical trial data. The information on the
database is publicly accessible unless the trial data’s confidentiality can be justified on the basis of protection of
commercially confidential information, protection of personal data, protection of confidential communication between EU
countries, or ensuring effective supervision of the conduct of clinical trials by EU countries. A sponsor of a trial conducted
in the EU under the new regulation is required to submit a summary of the clinical trial results to the EU database within
a year of the end of the trial. In addition, where the trial was intended to be used for obtaining a marketing authorization
(whether through the centralized procedure or via the national authorities), the applicant must submit the clinical study
report within 30 days after the marketing authorization has been granted (or refused or withdrawn).
Overview of application process. To obtain regulatory approval of a drug under the EU’s regulatory systems and
authorization procedures, an applicant may submit marketing authorization applications under a centralized, decentralized,
or national procedure. The centralized procedure is compulsory for certain medicinal products, including orphan medicinal
products and medicinal products produced by certain biotechnological processes, and optional for certain other innovative
products. The centralized procedure enables applicants to obtain a marketing authorization that is valid in all EU member
states based on a single application. Under the centralized procedure, the EMA’s Committee for Human Medicinal
Products, or CHMP, is required to adopt an opinion on a valid application within 210 days, excluding clock stops, when
additional written or oral information is to be provided by the applicant in response to questions.
More specifically, on day 120 of the procedure, once the CHMP has received the preliminary assessment reports and
opinions from the rapporteur and co-rapporteur, it prepares a list of potential outstanding issues, referred to as “other
concerns” or “major objections”. These are sent to the applicant together with CHMP’s recommendation. In addition, in
relation to advanced therapy medicinal products, or ATMPs, which are medicines based on genes, cells or tissues, the
Committee for Advanced Therapies, or CAT, EMA’s committee responsible for assessing the quality, safety and efficacy
of ATMPs, prepares a draft opinion on the ATMP application that is submitted to EMA before the CHMP adopts a final
opinion on the marketing authorization of the applicable medicine. The CHMP can make one of two recommendations:
(1) the marketing authorization could be granted provided that satisfactory answers are given to the “other concerns”
and/or “major objections” identified and that all conditions outlined in the list of outstanding issues are implemented and
complied with; or (2) the product is not approvable since there are “major objections”.
Applicants have three months from the date of receiving the potential outstanding issues to respond to the CHMP, and can
request a three-month extension if necessary. The granting of a marketing authorization will depend on the
recommendations and potential major objections identified by the CHMP as well as the ability of the applicant to
adequately respond to these findings. An accelerated assessment can be granted by the CHMP in exceptional cases, when
a medicinal product is expected to be of a major public health interest, in particular from the viewpoint of therapeutic
innovation. In this circumstance, the EMA ensures that the opinion of the CHMP is given within 150 days. After the
adoption of the CHMP opinion, a decision on the marketing authorization application must be adopted by the EC, after
consulting the EU member states, which in total can take more than 60 days.
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An applicant for a marketing authorization application may request a re-examination in the event of a negative opinion, in
connection with which CHMP appoints new rapporteurs. Within 60 days of receipt of the negative opinion, the applicant
must submit a document explaining the basis for its request for re-examination. The CHMP has 60 days to consider the
applicant’s request for re-examination. The applicant may request an oral explanation before the CHMP, which is routinely
granted, following which CHMP will adopt a final opinion. A summary of the final opinion, whether positive or negative,
is published by the CHMP shortly following the CHMP meeting at which the oral explanation takes place. The EMA
publishes a European Public Assessment Report, or EPAR, for every medicine granted a central marketing authorization
by the EC following an assessment by the CHMP, or where a decision is taken to refuse the application. EPARs are full
scientific assessment reports of medicines authorized by the EMA, and the applicant is able to comment on redactions to
this report before publication.
Conditional marketing authorizations. In specific circumstances, EU legislation enables applicants to obtain a marketing
authorization on a conditional basis prior to obtaining the comprehensive clinical data required for an application for a full
marketing authorization. Such conditional approvals may be granted for products designated as orphan medicinal products,
if (1) the benefit-risk balance of the product is positive, (2) it is likely that the applicant will be in a position to provide the
required comprehensive clinical trial data, (3) the product fulfills unmet medical needs, and (4) the benefit to public health
of the immediate availability on the market of the medicinal product concerned outweighs the risk inherent in the fact that
additional data are still required. A conditional marketing authorization will contain specific obligations to be fulfilled by
the marketing authorization holder, which may include obligations with respect to the completion of ongoing or new
studies, and with respect to the collection of pharmacovigilance data. Conditional marketing authorizations are valid for
one year, and may be renewed annually, if the benefit-risk balance remains positive, and after an assessment of the need
for additional or modified conditions and/or specific obligations. However, as part of the reassessment, the authorization
may not be renewed. The timelines for the centralized procedure described above also apply with respect to the review by
the CHMP of applications for a conditional marketing authorization. The granting of a conditional marketing authorization
will depend on the applicant’s ability to fulfill the conditions imposed within the agreed upon deadline.
Variations to conditional marketing authorizations. After the granting of a conditional or standard marketing
authorization, the marketing authorization holder may submit an application to vary the conditional or standard marketing
authorization under a variation procedure. In the case of the introduction of an additional therapeutic indication, the
timeframe for the variation procedure for the initial assessment of the dossier is generally 90 days (plus up to 20 days for
validation).
However, in the framework of a variation application assessment procedure, the EMA may send one or more requests for
supplementary information to the marketing authorization holder, requiring that additional information be provided by the
marketing authorization holder to support its variation application. Such supplementary requests will be sent together with
a timetable stating the date by when the marketing authorization holder must submit the requested data and, where
appropriate, the extended evaluation period to be applied to such variation procedure. The 90-day variation procedure may
be suspended for up to three months for the marketing authorization holder to submit its responses to such supplementary
requests. The marketing authorization holder will be notified of the outcome of the CHMP’s assessment of the variation
procedure within 15 days from the adoption of the CHMP opinion. If unfavorable, the CHMP opinion may be subject to a
re-examination procedure upon the marketing authorization holder’s request. This may imply an additional minimum two-
month procedure. If the CHMP opinion is favorable, the EC will usually vary the marketing authorization to introduce the
additional therapeutic indication within approximately two months from the receipt of the final CHMP opinion.
Exceptional Circumstances. Similarly, certain of our product candidates may be eligible for a marketing authorization
under exceptional circumstances. Such an authorization may be granted where the applicant can demonstrate in its
application that it is unable to provide comprehensive data on efficacy and safety under normal conditions of use, because:
(1) the indications for which the product in question is intended are encountered so rarely that the applicant cannot
reasonably be expected to provide comprehensive evidence; (2) in the present state of scientific knowledge, comprehensive
information cannot be provided; or (3) it would be contrary to generally accepted principles of medical ethics to collect
such information. Authorizations under exceptional circumstances are annually reassessed and granted subject to a
requirement for the applicant to implement certain procedures, in particular, competent authority notification in the event
of any safety issue. After 5 years, the authorization is renewed under exceptional circumstances for an unlimited period,
unless the EMA decides, on justified grounds relating to pharmacovigilance, to proceed with one additional five-year
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renewal. A marketing authorization under exceptional circumstances will not be granted when a conditional marketing
authorization is more appropriate. Orphan products are further eligible for approval under exceptional circumstances only
if the criteria considered for the approval under exceptional circumstances are fulfilled.
Additional requirements and considerations. As part of the application for a marketing authorization in the EU, applicants
have to demonstrate compliance with all measures included in an EMA-approved Pediatric Investigation Plan, or PIP,
covering all subsets of the pediatric population, unless the EMA has granted (1) a product-specific waiver, (2) a class
waiver, or (3) a deferral for one or more of the measures included in the PIP. In the case of orphan medicinal products,
completion of an approved PIP can result in an extension of the aforementioned market exclusivity period from ten to
twelve years.
In the EU there is also a procedure which allows member states to authorize the distribution of an unauthorized medicinal
product in response to the spread of pathogens. The UK (but no EU countries) used this procedure with two COVID-19
vaccines during December 2020. Notwithstanding the UK’s subsequent full departure from the EU, the EU provision is
mirrored in UK medicines legislation.
In the EU, for a period of eight years from the notification of the grant of a marketing authorization of an innovative
product (the “reference medicinal product”), competent authorities may not accept marketing authorization applications
from applicants seeking to market “generic medicinal products” where such applications rely on the data in the marketing
authorization dossier of the reference product. Moreover, generic medicinal products granted after this eight year period
that rely on the independently generated data of the reference product may not be placed on the market for 10 years from
the notification of the grant of the initial marketing authorization for that reference medicinal product. This is extended to
a maximum of 11 years if, during the first eight years of those 10 years, the marketing authorization holder obtains an
authorization for one or more new therapeutic indications considered to offer a significant clinical benefit in comparison
with existing therapies. These periods of data and marketing protection do not prevent other companies from obtaining a
marketing authorization based on their own independently generated data. Further, such periods of protection run in
parallel with any orphan exclusivity that may be in place.
The data exclusivity regime is currently under review. In December 2025, the European institutions reached political
agreement on wholesale amendments to the regimen intended to strike a balance between providing incentives for
innovation and supporting timely patient access to medicinal products, including generic medicinal products, across the
EU. This new framework will replace the regulatory data protection system with a new regime that will offer innovators
variable durations of data exclusivity if certain conditions are met. The final text of the agreement is not yet available.
If a marketing authorization is granted in the EEA for a medicinal product the marketing authorization holder is required
to comply with a range of requirements applicable to the manufacturing, marketing, promotion and sale of the medicinal
products that are in addition to the other conditions of the marketing authorization described above. The marketing
authorization holder must, for example, comply with the EU’s stringent pharmacovigilance or safety reporting rules,
pursuant to which post- authorization studies and additional monitoring obligations can be imposed. Other requirements
relate to, for example, the manufacturing of products and active pharmaceutical ingredients in accordance with good
manufacturing practice standards. Competent authorities of EU member states may conduct inspections to verify
compliance with applicable requirements, and the marketing authorization holder will have to continue to expend time,
money and effort to remain compliant. Non-compliance with EU requirements regarding safety monitoring or
pharmacovigilance, and with requirements related to the development of products for the pediatric population, can also
result in significant financial penalties in the EU. Similarly, failure to comply with the EU’s requirements regarding the
protection of individual personal data can also lead to significant penalties and sanctions. Individual EU member states
may also impose various sanctions and penalties in case we do not comply with locally applicable requirements.
Off-label promotion of medicinal products is prohibited in the EU. The applicable laws at EU level and in the individual
EU member states also prohibit the direct-to-consumer advertising of prescription-only medicinal products. Violations of
the rules governing the promotion of medicinal products in the EU could be penalized by administrative measures,
corrective action in relation to the non-compliance activity or materials, fines and imprisonment. These laws may further
limit or restrict our promotional activities with healthcare professionals. In addition, legislation adopted at the EU level
and by individual EU member states require that promotional materials and advertising in relation to medicinal products
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comply with the product’s Summary of Product Characteristics, or SmPC, as approved by the competent authorities. The
SmPC is the document that provides information to physicians concerning the safe and effective use of the medicinal
product. Promotion of indications not covered by the SmPC is specifically prohibited.
The EMA is responsible for coordinating inspections to verify compliance with the principles of GCP, good manufacturing
practice, or GMP, GLP, and good pharmacovigilance practice. These inspections are also intended to verify compliance
with other aspects of the supervision of authorized medicinal products in use in the EU. The EMA coordinates any
inspection by the relevant member state regulatory authority as requested by the CHMP in connection with the assessment
of marketing authorization applications or matters referred to the EMA’s committees. Inspections may be routine or
triggered by issues arising during the assessment of the dossier or by other information, such as previous inspection
experience. Inspections usually are requested during the initial review of a marketing authorization application, but could
arise post-authorization.
Inspectors are drawn from the regulatory authorities of member states of the EU and the EEA. Following an inspection,
the inspectors provide a written inspection report to the inspected site or applicant and provide an opportunity for response.
Some inspection reports require follow-up and may result in additional adverse consequences due to critical or major
findings. The inspectors and the CHMP will comment on any response from an inspected site or applicant and may monitor
future compliance with any proposed corrective action plan.
In the GCP area, inspectors grade their findings according to the following scale (with a similar scale being used for other
inspection areas):
•
Critical: Conditions, practices or processes that adversely affect the rights, safety or well-being of the subjects
or the quality and integrity of data. Observations classified as critical may include a pattern of deviations
classified as major.
•
Major: Conditions, practices or processes that might adversely affect the rights, safety or well-being of the
subjects and/or the quality and integrity of data. Observations classified as major may include a pattern of
deviations or numerous minor observations.
•
Minor: Conditions, practices or processes that would not be expected to adversely affect the rights, safety or
wellbeing of the subjects or the quality and integrity of data. Minor observations indicate the need for
improvement of conditions, practices and processes.
•
Comments: Suggestions on how to improve quality or reduce the potential for a deviation to occur in the future.
Possible consequences of critical and major findings include rejection of clinical trial data, causing significant delays in
obtaining final marketing authorization, or other direct action by national regulatory authorities.
Falsified Medicines Directive – As of February 2019, new legislation required manufacturers of marketed prescription
medicines to place safety features on all medicines and contribute financially to the establishment of a verification system
allowing the authenticity of a medicine to be assessed at the time of supply to the patient. Under the legislation, all packages
of prescription medicines placed on the market in Europe have to bear two safety features: a unique identifier in the form
of a two-dimensional data matrix (barcode) and an anti-tamper device. In addition, ATMP legislation requires a procedure
for tracing the product and its starting and raw materials from its source to the site where the product is used.
Early access programs
Many jurisdictions allow the supply of unauthorized medicinal products in the context of strictly regulated and exceptional
EAP programs or schemes, and some countries may provide reimbursement for drugs provided in the context of such
programs. In the EU, the legal basis for supply of unauthorized medicinal products, also referred to as named-patient and
compassionate use programs, is set out in the EU legislation regulating the authorization, manufacture, distribution and
marketing of medicinal products. Detailed regulatory requirements applicable to such supply have been adopted and
implemented by EU member states in their national laws and the requirements vary across the EU. The promotion,
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advertising and marketing of unauthorized medicinal products is generally prohibited, and in many cases, supply of an
unauthorized product may need the authorization from or notification to national competent authorities, which might not
grant such authorization or approval. Obtaining authorization or approval to supply an unauthorized product in one country
does not ensure that authorization or approval will be obtained in another country.
U.S. law permits “expanded access” (also known as compassionate use and treatment use) for certain patients with serious
diseases who have no comparable alternative treatment options. The potential patient benefit must justify the potential
risks of the treatment use and those potential risks must not be unreasonable in the context of the disease or condition to
be treated. Moreover, providing the investigational drug or biologic for the requested use must not interfere with the
initiation, conduct, or completion of clinical investigations that could support marketing approval of the expanded access
use or otherwise compromise the potential development of the expanded access use. Additional requirements apply
depending on the size of the expanded access population. To provide expanded access, sponsors, including individual
physicians, must submit detailed regulatory information to the FDA and receive the agency’s approval for the use.
However, if there is an emergency that requires that a patient be treated before a written submission can be made, the FDA
may authorize the expanded access use by telephone. In such a case, a written expanded access submission must be
submitted to the FDA within fifteen working days of the FDA’s authorization. Following approval for expanded access
use, both the sponsor of the use and the investigator (i.e., physician) must comply with certain FDA requirements. Sponsors
may not promote products as safe or effective for expanded-access uses.
Pharmaceutical Pricing and Reimbursement
The containment of healthcare costs has become a priority of federal, state and ex-U.S. governments, and the prices of
pharmaceuticals have been a focus of this effort. Ex-U.S. governments, the U.S. government, and state legislatures have
shown significant interest in implementing cost-containment programs to limit the growth of government-paid healthcare
costs, including price controls (e.g., inflation penalties and price caps), increases in rebates paid, restrictions on
reimbursement and requirements for substitution of generic products for branded prescription drugs.
In some countries, particularly the countries of the EU, the pricing and reimbursement of prescription pharmaceuticals is
subject to governmental control. In these countries, pricing and reimbursement negotiations with governmental authorities
can take considerable time after the receipt of marketing approval for a product and there is only limited EU-level control
over the decision-making autonomy of the government authorities including in relation to timing, justification and the
ability to challenge such decisions. In addition, there can be considerable pressure by governments and other stakeholders
on prices and reimbursement levels, including as part of cost containment measures. In some countries, governments can
set conditions that must be satisfied for prices to be set at a certain value. Political, economic and regulatory developments
may further complicate pricing and reimbursement negotiations, and pricing negotiations may continue after
reimbursement has been obtained. Reference pricing used by various EU member states, and parallel distribution (arbitrage
between low-priced and high- priced member states), can further reduce prices. In some countries we may be required to
conduct a clinical trial or other studies that compare the cost-effectiveness of our product or product candidate to other
available therapies in order to obtain reimbursement or pricing approval.
In the United States, federal price reporting laws require manufacturers to calculate and report complex pricing metrics
(e.g., average manufacturer price, Best Price, and average sales price) used to determine prescription rebates paid under
the Medicaid Drug Rebate Program and amounts reimbursed pharmacies and other providers by the Medicaid and
Medicare programs. Various state healthcare programs similarly obligate us to report drug pricing information that is used
as the basis for their reimbursement of pharmacies and other healthcare providers and the negotiation of supplemental
rebates. Payment for a manufacturer’s drugs by these programs is conditioned on submission of this pricing information.
Some government healthcare programs impose penalties if drug price increases exceed specified percentages or inflation
rates, and these penalties can result in mandatory penny prices for certain federal and 340B program customers. States,
such as California, have also enacted transparency laws that require manufacturers to report price increases and related
information, and may cap price increases, or require negotiation of supplemental rebates for new drugs entering the market
at price points determined to be high. Refusal to negotiate supplemental rebates can negatively affect market access and
provider reimbursement. States, such as Maryland, have also established Drug Affordability Review Boards for the
purpose of establishing upper payment limits for certain high-cost drugs which, if implemented, could result in reduced
reimbursement for those products. Failure to comply with the rules for calculating and submitting pricing information or
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otherwise overcharging the government or its beneficiaries may result in criminal, civil, or administrative sanctions or
enforcement actions, and expose us to federal civil False Claims Act, or the False Claims Act, liability.
The Veterans Health Care Act of 1992 requires, as a condition of payment by certain federal agencies and the Medicaid
program, that manufacturers of “covered drugs” (including all drugs approved under an NDA) enter into a Master
Agreement and Federal Supply Schedule (FSS) contract with the Department of Veterans Affairs through which their
covered drugs must be offered for sale at a mandatory calculated ceiling price to certain federal agencies, including the
VA and Department of Defense. FSS contracts require compliance with applicable federal procurement laws and
regulations, including disclosure of commercial prices during contract negotiations and maintenance of price relationships
during the term of the contract, and subject manufacturers to contractual remedies as well as administrative, civil, and
criminal sanctions. The Veterans Health Care Act also requires manufacturers to enter into pricing agreements with the
Department of Health and Human Services to charge no more than a different ceiling price (derived from the Medicaid
rebate percentage) to covered entities participating in the 340B drug discount program. Failure to accurately report drug
pricing or to provide the mandatory discount may subject the manufacturer to specific civil monetary penalties.
Termination of either of these agreements also jeopardizes payment by Medicaid and Medicare for the manufacturer’s
drugs in an outpatient setting. Certain states have also enacted drug price transparency laws that require reporting of pricing
information, including certain increases in a drug’s wholesale acquisition cost and the reasons causing the price increase.
Coverage policies, third-party reimbursement rates and drug pricing regulation may change at any time. For example, in
the United States, healthcare reform measures under the Affordable Care Act, contain provisions that may affect the
profitability of drug products. However, since its passage, Congress has repealed and amended certain provisions of the
Affordable Care Act, repeal efforts may occur again, and legal challenges to the Affordable Care Act may contribute to
the uncertainty of the ongoing implementation and impact of the Affordable Care Act and underscore the potential for
additional reform going forward. Certain provisions of enacted or proposed legislative changes may negatively impact
coverage and reimbursement of, or rebates paid by manufacturers for, healthcare items and services. We cannot assure
that the Affordable Care Act, as currently enacted or as amended in the future, will not adversely affect our business and
financial results and we cannot predict how future federal or state legislative or administrative changes relating to
healthcare reform will affect our business.
Legislators and regulators at both the federal and state level are increasingly focused on containing the cost of drugs, and
there has been increasing legislative and enforcement interest in the United States with respect to specialty drug pricing
practices. Specifically, there have been recent U.S. Congressional inquiries and proposed bills designed to, among other
things, bring more transparency to drug pricing, penalize companies that do not agree to cap prices paid for certain drugs,
review the relationship between pricing and manufacturer patient programs, and reform government program
reimbursement methodologies for drugs. For example, in 2016, the Centers for Medicare and Medicaid Services, or CMS,
issued a final rule regarding the Medicaid Drug Rebate Program (MDRP), which among other things, revises the manner
in which the “average manufacturer price” or AMP is to be calculated by manufacturers participating in the program and
implements certain amendments to the Medicaid rebate statute created under the Affordable Care Act, or ACA. More
recently, Congress amended the Medicaid statute, effective October 1, 2019, to exclude prices paid by secondary
manufacturers for an authorized generic drug (but not a product approved under the BLA process) from the NDA holder’s
AMP for the brand, thereby increasing the rebate amount and the 340B price for the brand. This was implemented by CMS
in a final rule issued December 31, 2020. The rule also expanded the definition of products identified as “line extensions”
and, in certain circumstances, required inclusion of patient copay assistance in Medicaid best price (effective January 1,
2023), thereby potentially increasing Medicaid rebates paid by manufacturers for such drugs. 340B program guidance
regulations on civil monetary penalties for statutory violations, which had been finalized in early 2017 but deferred, also
went into effect on January 1, 2019.
On November 27, 2020, CMS issued an interim final rule implementing a Most Favored Nation payment model under
which reimbursement for certain Medicare Part B drugs and biologicals will be based on a price that reflects the lowest
per capita Gross Domestic Product-adjusted (GDP-adjusted) price of any non-U.S. member country of the Organization
for Economic Co-operation and Development (OECD) with a GDP per capita that is at least sixty percent of the U.S. GDP
per capita. This rule now has been rescinded, but other efforts to address the costs of pharmaceuticals have been adopted,
including the Inflation Reduction Act of 2022, or the IRA. The Inflation Reduction Act of 2022 requires manufacturers of
selected drugs to negotiate discounted prices with the Secretary of the Department of Health and Human Services. Failure
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to reach an agreement can subject manufacturers to an excise tax or withdraw of all drug products from coverage under
Medicare and Medicaid. Drug price negotiations and other program implementation measures could further be affected by
change in leadership at Health and Human Services (HHS) and the Centers for Medicare and Medicaid Services (CMS)
under the new administration. These and any additional healthcare reform measures could further constrain our business
or limit the amounts that federal and state governments will pay for healthcare products and services, which could result
in additional pricing pressures.
Any regulatory approval of a product is limited to specific diseases and indications for which such product has been
deemed safe and effective by the FDA. Coverage by federal healthcare programs, however, may be more limited than the
indications for which a drug is approved by the FDA or comparable ex-U.S. regulatory authorities’ coverage of the same
products. Sales of any products for which we may receive regulatory approval for commercial sale will depend in part on
the extent to which the costs of the products will be covered and reimbursed by third-party payors, including government
healthcare programs (such as, in the United States, Medicare and Medicaid), private health insurers and other
organizations. Obtaining reimbursement for orphan drugs may be particularly difficult because of the significant research
and development challenges and costs and resulting pricing considerations typically associated with drugs developed to
treat conditions that affect a small population of patients. Certain drugs with an orphan designation may also become
subject to price negotiations under the IRA. In addition, third-party payors are likely to impose strict requirements for
reimbursement in connection with drugs that are perceived as having high costs. Net prices for products may be reduced
by mandatory discounts or rebates required by government healthcare programs or private payors.
The process for determining whether a payor will provide coverage for a product may be separate from the process for
setting the price or reimbursement rate that the payor will pay for the product once coverage is approved. Third- party
payors may limit coverage to specific products on an approved list, or formulary, which might not include all of the
approved products for a particular indication. Third-party payors are increasingly challenging the price and examining the
cost-effectiveness of medical products and services. We may need to conduct expensive pharmacoeconomic studies in
order to demonstrate the cost-effectiveness of our product or product candidates or conduct direct head-to-head studies to
demonstrate clinical superiority and cost-effectiveness. Our products and product candidates may not be considered
clinically superior and cost-effective to competitor products.
The marketability of any products for which we receive regulatory approval for commercial sale may suffer if the
government and other third-party payors fail to provide adequate coverage and reimbursement.
Freedom of Information Requests and Affirmative Disclosures
We are also subject, in the U.S. and many other countries, to various regulatory schemes that require disclosure of clinical
trial data or allow access to our data via freedom of information requests. We have been and may, from time to time, be
notified by regulators, such as the EMA or the competent authorities of EU member states that they have received a
freedom of information request for documents that they hold relating to our company, including information related to our
product or our product candidates. In addition, under policies recently adopted in the EU, clinical trial data submitted to
the EMA in marketing authorization applications that were traditionally regarded as confidential commercial information
is now subject to automatic public disclosure. Further, under the Clinical Trials Regulation 536/2014, the sponsor of an
EU trial must submit a summary of the results to an EU database within a year of the end of the trial. In addition, where
the trial was intended to be used for obtaining a marketing authorization the applicant must submit the clinical study report
30 days after marketing authorization has been granted, refused or withdrawn. Subject to our limited ability to review and
redact a narrow sub-set of confidential commercial information, these new EU policies will result in the EMA’s public
disclosure of certain of our clinical study reports, clinical trial data summaries and clinical overviews for recently
completed and future marketing authorization application submissions. The move toward public disclosure of development
data could adversely affect our business in many ways, including, for example, resulting in the disclosure of our
confidential methodologies for development of our products, preventing us from obtaining intellectual property right
protection for innovations, requiring us to allocate significant resources to prevent other companies from violating our
intellectual property rights, adding even more complexity to processing health data from clinical trials consistent with
applicable privacy and data protection regulations, and enabling competitors to use our data to gain approvals for their
own products.
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Fraud and Abuse Laws
Any present or future arrangements or interactions with third-party payors, healthcare professionals, healthcare
organizations, patients and other customers may expose us to broadly applicable fraud and abuse and other healthcare laws
and regulations that may restrict certain marketing and contracting practices. These laws include, and are not limited to,
anti-kickback and false claims statutes and civil monetary penalties.
Both the federal Foreign Corrupt Practices Act, or FCPA, and the UK Bribery Act of 2010, or Bribery Act are broad in
scope and will require companies to make and keep books and records that accurately and fairly reflect the transactions of
the company and to devise and maintain an adequate system of internal accounting controls. The FCPA prohibits the
offering, promising, giving, or authorizing others to give anything of value, either directly or indirectly, to a non-U.S.
government official, political party or candidate for public office in order to improperly influence any act or decision,
secure any other improper advantage, or obtain or retain business. The FCPA also prohibits any U.S. person from corruptly
acting outside the U.S. in furtherance of such offer, promise or payment. Under the UK Bribery Act, companies which
carry on a business or part of a business in the United Kingdom may be held liable for bribes given, offered or promised
to any person, including non-UK government officials and private persons, by employees and persons associated with the
company in order to obtain or retain business or a business advantage for the company. Similar statutes have been adopted,
or may be adopted in the future, by other countries in which we operate and with which we are or may be required to
comply.
The federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or
receiving remuneration, directly or indirectly, in cash or kind, to induce or reward either the referral of an individual for,
or the purchase, or order or recommendation of, any good or service, for which payment may be made in whole or in part
under federal and state healthcare programs such as Medicare and Medicaid. This statute imposes criminal penalties and
has been broadly interpreted to apply to manufacturer arrangements with prescribers, purchasers and formulary managers,
among others. Although a number of statutory exemptions and regulatory safe harbors exist to protect certain common
activities from prosecution, the exemptions and safe harbors for this statute are narrow, and practices that involve
remuneration that may be alleged to be to induce prescriptions, purchases, or recommendations may be subject to scrutiny
if they do not qualify for an exemption or safe harbor. HHS recently promulgated a regulation that is effective in two
phases. First, the regulation excludes from the definition of “remuneration” limited categories of (a) PBM rebates or other
reductions in price to a plan sponsor under Medicare Part D or a Medicaid Managed Care Organization plan reflected in
point-of sale reductions in price and (b) PBM service fees. Second, the regulation expressly provides that rebates to plan
sponsors under Medicare Part D either directly to the plan sponsor under Medicare Part D, or indirectly through a pharmacy
benefit manager will not be protected under the anti-kickback statute discount safe harbor. The effective date of the two
new safe harbors and the revision to the discount safe harbor was delayed by court order until January 1, 2023. Recent
legislation further delayed implementation of the new safe harbors and the revision to the discount safe harbor until January
1, 2032. Our practices may not always meet all of the criteria for safe harbor protection. A person or entity need not have
knowledge of the statutes or the specific intent to violate it in order to have committed a violation. In addition, the
government may assert as a matter of law that a claim including items or services resulting from a violation of the federal
Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act. Federal
enforcement agencies have shown increased interest under the federal Anti-Kickback Statute and the federal civil False
Claims Act in pharmaceutical companies’ product and patient assistance programs, including reimbursement and co-pay
support services and donations to independent charitable patient assistance programs. A number of investigations into
these programs have resulted in significant civil and criminal settlements. Most states have adopted laws similar to the
federal Anti-Kickback Statute, which apply to items and services reimbursed under Medicaid and other state programs;
furthermore, in several states, these statutes and regulations apply regardless of the payor, including to commercial plans.
Several other countries, including the United Kingdom, have enacted similar anti-bribery and anti-fraud regulations.
The federal civil False Claims Act imposes civil liability and penalties on individuals or entities for knowingly presenting,
or causing to be presented, to the federal government, claims for payment that are false or fraudulent, knowingly making,
using, or causing to be made or used a false record or statement material to a false or fraudulent claim, or making a false
statement to avoid, decrease or conceal an obligation to pay money to the federal government. Claims under the federal
civil False Claims Act may be initiated by whistleblowers, who receive substantial financial incentives to come forward,
through “qui tam” actions that can be pursued by the whistleblower even if the government declines to prosecute the case.
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Intent to deceive or actual knowledge of falsity is not necessary to establish civil liability, which may be predicated on
deliberate indifference or reckless disregard for the truth. The federal government continues to use the False Claims Act,
and the accompanying threat of significant liability, in investigations against pharmaceutical and healthcare companies.
These investigations have involved, for example, allegations of improper financial relationships with referral sources,
providing free product to customers with the expectation that the customers would bill federal programs for the free
product, as well as the promotion of products for unapproved uses and reporting false pricing information. A violation of
the federal Anti-Kickback Statute is a per se violation of the civil False Claims Act. Potential liability under the federal
civil False Claims Act includes treble damages and significant per claim penalties. The criminal federal False Claims Act
imposes criminal fines or imprisonment against individuals or entities who make or present a claim to the government
knowing such claim to be false, fictitious or fraudulent. The majority of states also have statutes or regulations similar to
the federal False Claims Act, which apply to items and services reimbursed under Medicaid and other state programs.
The Affordable Care Act included a provision requiring certain providers and suppliers of items and services to federal
healthcare programs to report and return overpayments within sixty days after they are “identified” (the “Overpayment
Statute”), after which the recipient of the overpayment incurs federal civil False Claims Act liability. The law prohibits a
recipient of a payment from the government from keeping an overpayment when the government mistakenly pays more
than the amount to which the recipient is entitled even if the overpayment is not caused by any conduct of the recipient. In
2014 and 2016, the CMS released regulatory guidance (in the form of final rules) to Medicare providers, suppliers and
managed care and prescription drug plans regarding how to comply with the Overpayment Statute. Although these
Medicare providers, suppliers and plans have faced federal False Claims Act liability since 2010 for failures to comply
with the Overpayment Statute, these final rules interpreting the Overpayment Statute provide guidance regarding how to
comply with applicable obligations, and guidance to government regulators and enforcement authorities regarding
monitoring and prosecuting suspected violations. These final rules are not directly applicable to manufacturers, unless a
manufacturer is a direct recipient of payment by an agency such as a research grant, but may impact a manufacturer’s
customers and potential customers who are Medicare providers, suppliers, and plans. In a final rule issued on December
9, 2024, CMS set revised standards for identifying and returning overpayments to Medicare, clarifying the sixty-day
overpayment refund obligation. Among other changes, the rule clarifies and modifies when an overpayment is identified
and when the 60-day timeclock for reporting the overpayment begins, adopting the False Claims Act liability standard that
does not consider the time needed to quantify the potential overpayment, thereby increasing the risk of incurring federal
civil False Claims Act liability. The final rule does, however, allow for suspension of the sixty-day clock for 180 days for
the purpose of conducting a timely, good faith investigation to determine the existence of related overpayments that may
arise from the same or similar cause or reason as the initially identified overpayment.
The federal Physician Payments Sunshine Act, enacted as part of the Affordable Care Act, and its implementing
regulations, require manufacturers of drugs, devices, biologics and medical supplies for which payment is available under
Medicare, Medicaid, or the Children’s Health Insurance Program (with certain exceptions) to report annually to CMS
information related to certain payments and other transfers of value made to or at the request of covered recipients, such
as, but not limited to, physicians, physician assistants, nurse practitioners, clinical nurse specialists, certified registered
nurse anesthetists and certified nurse midwives licensed in the United States and to US teaching hospitals, as well as
ownership and investment interests held by physicians and members of their immediate family. Payments made to
physicians, other principal investigators and certain research institutions for research, including clinical trials, are included
within the ambit of this law. Such information is made publicly available by CMS in a searchable format, with data
collected in each calendar year published the following June. Failure to submit required information may result in civil
monetary penalties, with increased penalties for “knowing failures,” for each payment, transfer of value or ownership or
investment interest not timely and accurately reported in an annual submission. If not preempted by this federal law, several
states currently require pharmaceutical companies to report expenses relating to the marketing and promotion of
pharmaceutical products and to report gifts and payments to healthcare professionals in those states. Certain state and local
laws also may prohibit various marketing-related activities, such as gift bans, require the posting of information relating
to clinical studies and their outcomes, restrict a manufacturers’ use of prescriber-identifiable data, or require the
registration of pharmaceutical sales representatives. In addition, certain states, such as California, Nevada, Connecticut
and Massachusetts, require pharmaceutical companies to implement compliance programs or marketing codes of conduct
and several other states are considering similar proposals. Manufacturers that fail to comply with these state laws can face
civil penalties.
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Statutory requirements to disclose publicly payments made to healthcare professionals and healthcare organizations have
also been enacted in certain European Union member states. In addition, self-regulatory bodies of the pharmaceuticals
industry, such as the European Federation of Pharmaceutical Industries and Associations, or EFPIA, have published codes
of conduct to which its members have agreed to abide, that require the public disclosure of payments made to healthcare
professionals and healthcare organizations. In some countries (including France, Denmark and Portugal) such
requirements are enforceable by law.
The federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, created federal criminal statutes that
prohibit, among other actions, knowingly and willfully executing, or attempting to execute, a scheme to defraud or to
obtain, by means of false or fraudulent pretenses, representations or promises, any of the money or property owned by, or
under the custody or control of, a healthcare benefit program, regardless of whether the payor is public or private, in
connection with the delivery of, or payment for, healthcare benefits, knowingly and willfully embezzling or stealing from
a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense and knowingly and
willfully falsifying, concealing, or covering up by any trick or device a material fact or making any materially false
statements in connection with the delivery of, or payment for, healthcare benefits, items, or services relating to healthcare
matters. Additionally, the Affordable Care Act amended the intent requirement of certain of these criminal statutes under
HIPAA so that a person or entity no longer needs to have actual knowledge of the statute, or the specific intent to violate
it, to have committed a violation.
Violations of any of these laws and other applicable healthcare fraud and abuse laws may be punishable by criminal and
civil sanctions, including criminal fines, civil monetary penalties and damages, exclusion from federal healthcare
programs (including Medicare and Medicaid), suspension and debarment from government contracts, refusal of orders
under existing government contracts, disgorgement, corporate integrity agreements and deferred- or non-prosecution
agreements, which impose, among other things, rigorous operational and monitoring requirements on companies,
reputational harm, diminished profits and future earnings, and the curtailment or restructuring of our operations, any of
which could adversely affect, perhaps materially, our ability to operate our business, including to commercialize, sell or
distribute any drug, and our results of operations. Similar sanctions and penalties, as well as imprisonment, also can be
imposed upon directors, officers, managers and employees.
Privacy, Data Protection, and Cybersecurity Compliance
The Federal Trade Commission, or FTC, also sets expectations for taking appropriate steps to safeguard consumers’
personal information and for providing a level of privacy or security commensurate to promises made to individuals.
Failure to meet these FTC standards may constitute unfair or deceptive acts or practices in violation of Section 5 of the
FTC Act. The FTC also has the power to enforce the Health Breach Notification Rule, which imposes notification
obligations on companies in the event of an unauthorized acquisition or mismanagement of personal health information.
Enforcement by the FTC under the Federal Trade Commission Act and the Health Breach Notification Rule can result in
civil penalties or enforcement actions. HIPAA also imposes obligations on certain entities with respect to safeguarding the
privacy and security of certain individually identifiable health information, known as protected health information. While
we are not directly subject to HIPAA, other than potentially with respect to providing certain employee benefits, we could
be subject to criminal penalties if we, our affiliates, or our agents knowingly obtain or disclose protected health information
in a manner not permitted by HIPAA. In addition, other federal laws, including federal health information privacy laws
and consumer protection laws, and state laws, such as the California Consumer Privacy Act, or CCPA, may regulate the
privacy and security of personal information that we maintain, many of which may differ from each other in significant
ways.
The CCPA created new individual privacy rights for California consumers (as defined in the CCPA) and increased privacy
and security obligations on entities handling certain personal data of consumers (e.g., requiring companies to provide
detailed disclosures to consumers about such companies’ data collection, use and sharing practices). Since the CCPA was
signed into law in 2018, numerous other states, including Virginia, Colorado, Utah, New Jersey, Delaware and
Connecticut, have enacted similar privacy laws that may apply to personal information that we collect or maintain. Some
states, like Washington State, have passed healthcare-specific privacy laws. The My Health My Data Act became effective
March 31, 2024 and restricts how entities collect, use, and process “consumer health data,” defined broadly as personal
information that is linked or reasonably linkable to a consumer and that identifies the consumer's health status.
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State laws may be more stringent, broader in scope or offer greater individual rights with respect to health-related
information or other personal information. Complying with these various state laws and regulations, which may differ
from state to state, requires significant resources and may complicate our compliance efforts. Penalties for violation of any
of these laws and regulations may include civil and/or criminal penalties. These regulatory changes may increase our
compliance costs and potential liability, particularly in the event of a data breach. Further, additional states are in the
process of enacting or will be considering the laws in the future. These state laws may impact our business activities and
exemplify the vulnerability of our business to the evolving regulatory environment related to processing of personal data
and protected health information.
Outside of the U.S., additional privacy and data protection laws may apply to our operations. For example, the EU General
Data Protection Regulation, the UK General Data Protection Regulation and related data protection, cybersecurity and e-
privacy laws in the EU/EEA and the UK, collectively, the “GDPR,” the Federal Act on Data Protection of Switzerland,
Japan’s Act on the Protection of Personal Information, and Brazil’s General Personal Data Protection law may apply to
some or all of the clinical or other personal data obtained, transmitted, or stored from those jurisdictions. These laws
require in many circumstances specific, freely given and fully informed consent to be obtained from patients or clinical
study participants or other lawful bases for processing. There are also other requirements for lawful processing, including
transparency obligations, data minimization requirements, data transfer restrictions and compliance obligations with
individuals’ stringent rights to access their personal data and to otherwise control the processing of their personal data.
There are data breach notification obligations, to supervisory authorities and to individuals, where certain risk thresholds
have occurred. We are also required to undertake and document appropriate measures that ensure the confidentiality,
availability, and integrity of personal data which may be challenging considering ever-growing and impactful cyber threats.
The GDPR and Swiss laws only permit transfer of personal data to countries where there is adequate protection as
determined by the relevant EU/UK/Swiss governmental authorities or where other mechanisms are in place such as
Standard Contractual Clauses or the EU/UK/Swiss-US Data Privacy Framework. The GDPR and other international data
protection laws will increase our responsibility and liability in relation to personal data that we process, and we may be
required to put in place additional mechanisms to ensure compliance.
The GDPR and Swiss law, among others, allow supervisory authorities to potentially impose high regulatory fines in the
event of violations, for example, under the GDPR up to 4% of global annual group turnover or EUR 20 million (whichever
is the higher amount). (There are similar caps in GBP under the UK GDPR). Supervisory authorities in the EU/EEA,
Switzerland and UK may potentially levy such fines directly upon on the non-compliant entity and/or on the parent
company of the non-compliant entity. Supervisory authorities also possess other wide-ranging powers, including
conducting unannounced inspections of our facilities and system (so-called “dawn raids”), and issuing “stop processing”
orders to us. Separate from regulatory enforcement actions, individuals may bring private actions (including potentially
group or representative actions) against us. There is no statutory cap set out in the GDPR on the amount of compensation
or the damages which individuals may recover. Claims that we have violated individuals’ privacy and data protection
rights, failed to comply with data protection laws, or breached our contractual obligations, even if we are not found liable,
could be expensive and time consuming to defend and could result in adverse publicity that could harm our business.
Overall, the significant costs of GDPR and Swiss law compliance, risk of regulatory enforcement actions and private
litigation under, and other burdens imposed by these laws as well as under other regulatory schemes throughout the world
related to privacy and security of health information and other personal and private data could have an adverse impact on
our business, reputation, financial condition, and results of operations. We may also be subject to additional industry-
specific privacy, cybersecurity, data protection, operational and information systems resilience, and artificial intelligence-
related laws in the EU/EEA, Switzerland and the UK which may subject us to additional similar risks and impacts.
In addition, interactions between pharmaceutical companies and physicians are also governed by industry self-regulation
codes of conduct and physicians’ codes of professional conduct. In the United States, some state laws require
pharmaceutical companies to comply with these industry and physician codes and the relevant compliance guidance for
pharmaceutical manufacturers promulgated by the federal government. The provision of benefits or advantages to
physicians to induce or encourage the prescription, recommendation, endorsement, purchase, supply, order or use of
medicinal products is prohibited in the EU. The provision of benefits or advantages to physicians is also governed by the
national laws of the EU member states, as well as codes of conduct issued by self-regulatory industry bodies. Moreover,
agreements with physicians must often be the subject of prior notification and approval by the physician’s employer, their
53
competent professional organization, and the competent authorities of the individual EU member states. These
requirements are provided in the national laws, industry codes, or professional codes of conduct, applicable in the EU
member states.
Human Capital Resources
As of December 31, 2025, we had 991 employees and 56 consultants and contractors. None of our U.S. based employees
are represented by labor unions or covered by collective bargaining agreements, although certain international employees
are covered by collective labor agreements established under local law. We consider our relationship with our employees
to be good.
We believe that our growth and success is dependent on the contributions of our employees, as led by our executive
officers. We focus significant attention on attracting, retaining, engaging, and further developing talented and experienced
individuals to manage and support our operations. In particular, recruiting and retaining qualified scientific, clinical,
manufacturing, commercial, marketing and support personnel is critical to our success. Competition for these skilled
personnel is high. We believe that our strong culture of teamwork and desire to be ever better help us attract and retain
employees. Our employees complete Gallup, Inc.’s Clifton Strengths talent assessment and attend related training sessions.
These tools have been implemented to help our employees identify their core strengths and learn how to use these strengths
to become more engaged and productive at work as well as to lead an overall more satisfying and healthier lifestyle. We
have won Gallup’s Exceptional Workplace Award for strengths four times, most recently in 2025, and our Brazilian office
was recognized as a “great place to work” by the Great Place to Work Institute in 2022, 2023 and 2024.
Based on external benchmarks, we offer employees a number of additional resources and tools to help in their personal
and professional development, including career coaching, targeted leadership development for identified current and
emerging leaders, internal and external development programs, professional assessment tools, a paid subscription to a
digital on-demand career and management learning solutions platform and a wellness website through which employees
may access information regarding scheduled healthy lifestyle activities, articles and other beneficial resources. To help
newly hired employees, our global onboarding team conducts monthly surveys and focus groups and each newly hired
employee is paired with a “buddy” to assist in their transition. Also, we require specialized leadership training for all
employees responsible for managing others within our organization. We have established a center of excellence for
coaching and mentoring, with 62 mentorships in place as of December 31, 2025. In 2025, we delivered more than 5,000
training hours (excluding compliance and role-specific training), offered 53 learning sessions to all employees, and 33
customized training sessions to teams. We have also delivered more than 242 coaching hours with internal coaches. Our
executive team routinely reviews employee turnover throughout the organization to monitor employee satisfaction. Over
the last four years, our voluntary turnover rate has been below 10%.
We believe that we provide a competitive total reward offering to our employees, with market competitive cash
compensation, equity, and industry competitive company-paid benefits, including subsidized medical, and dental insurance
and retirement plans, as well as group vision insurance, tuition reimbursement, and benefits and policies to support parental
leave, mental health and wellness, family planning and child bonding. We have implemented a program that offers
financial support and access to high quality fertility care and family forming benefits to our employees. Total rewards
offerings are established by employee positions, skill levels, experience, knowledge, and geographic location. We also
provide flexible work arrangements for our employees, including remote work options when practicable. In addition, to
assist our employees during times of personal disasters that impact them and their families, we have established an
employee relief program that is funded by our employees with corporate matches.
We are committed to hiring, developing, and supporting a diverse and inclusive workplace, and continue to focus on
extending our equality, diversity, and inclusion initiatives across our workforce. All of our employees are required to
adhere to our Code of Business Conduct and Ethics, and all relevant country regulations which sets forth the high level of
integrity, legal compliance and patient-centric focus expected of all our employees. We have a team of professionals that
oversees our culture and community program. The mission of our culture and community team is to collaborate with cross
functional partners and create intentional efforts to connect and engage with employees who want to find community and
apply their passion to make a difference. A core element of this mission is our equality, diversity and inclusion, or ED&I,
program which is managed by an ED&I professional, who routinely meets with our executive committee. Our ED&I
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program seeks to enable all employees to feel a sense of purpose and belonging through their connections with our internal
communities. This program is guided by a steering committee comprised of senior leaders, volunteer ED&I ambassadors
and representatives from our seven Employee Resource Groups, or ERGs, each of which associates with a different
underrepresented community. Our ERGs meet monthly and serve to offer a safe place for our employees to have
conversations about social issues, celebrate cultural observances and to grow as individuals. We believe that our ERGs
and our ED&I program help our employees to better understand and celebrate each other, resulting in a more cohesive
work environment.
We continue to provide opportunities for talented individuals through our global Talent Pipeline Program, or the TPP. The
TPP is a global fellowship program aimed at providing recent diverse graduates real-world experience in the
biopharmaceutical industry and related professions, including research, clinical, finance, commercial, marketing,
compliance, quality, legal, information technology, human resources, government affairs, and communications.
Participants are recruited from a diverse global group of institutions and networks and are provided mentorship, job
coaching, career counseling, and leadership training for one year. Participants from the TPP are often offered full-time
positions based upon our workforce needs.
Our Corporate Information
Our principal executive offices are located at 500 Warren Corp Center Drive, Warren, New Jersey 07059. Our telephone
number is (908) 222-7000. We maintain a website at www.ptcbio.com.
Additional Information
We make available, free of charge on our website, www.ptcbio.com, our annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably
practicable after we electronically file those reports with, or furnish them to, the Securities and Exchange Commission, or
SEC. We also make available, free of charge on our website, the reports filed with the SEC by our executive officers,
directors and 10% stockholders pursuant to Section 16 under the Exchange Act as soon as reasonably practicable after
copies of those filings are provided to us by those persons. Such reports, proxy statements and other information may be
obtained through the SEC’s website (www.sec.gov). The information contained on, or that can be accessed through, our
website is not a part of or incorporated by reference in this Annual Report on Form 10-K.
Item 1A. Risk Factors
The following risk factors and other information included in this Annual Report on Form 10-K should be carefully
considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties
not presently known to us or that we presently deem less significant may also impair our business operations. Please see
page 1 of this Annual Report on Form 10-K for a discussion of some of the forward-looking statements that are qualified
by these risk factors. If any of the following risks occur, our business, financial condition, results of operations and future
growth prospects could be materially and adversely affected.
Risks Related to the Development and Commercialization of our Products and our Product Candidates
If we are unable to continue to execute our commercial strategy for our products, fail to obtain renewal of, or satisfy
the conditions of our marketing authorization for our products, or if we experience significant delays in accomplishing
such goals, our business will be materially harmed.
We have invested a significant portion of our efforts and financial resources to bring our products to market through
research and development, collaborations and acquisitions. Our ability to continue to generate product revenues will
depend heavily on the successful commercialization of our products.
If we do not successfully maintain our marketing authorizations for our products and obtain new marketing authorizations
for our product candidates and new uses of our approved products, our ability to generate additional revenue will be
55
jeopardized and, consequently, our business will be materially harmed. Additionally, our ability to make our licensed
products available within the relevant territories is largely dependent upon the maintenance of the marketing authorizations
by the licensor. The success of our products will depend on a number of additional factors, including the following:
•
our ability to negotiate, secure and maintain adequate pricing, coverage and reimbursement terms on a timely
basis, or at all;
•
the timing, scope and outcome of commercial launches;
•
the maintenance and expansion of a commercial infrastructure capable of supporting product sales, marketing
and distribution;
•
the implementation and maintenance of marketing and distribution relationships with third parties in territories
where we do not pursue direct commercialization;
•
our ability to establish and maintain commercial manufacturing arrangements with third-party manufacturers;
•
our ability or the ability of our third-party manufacturers to successfully produce commercial and clinical supply
of drug on a timely basis sufficient to meet the needs of our commercial and clinical activities;
•
successful identification of eligible patients;
•
acceptance of the drug as a treatment for the approved indication by patients, the medical community and third-
party payors;
•
effectively competing with other therapies;
•
global trade policies;
•
a continued acceptable safety profile of the drug;
•
the costs, timing and outcome of post-marketing studies and trials required for our products;
•
protecting our rights in our intellectual property portfolio, obtaining and maintaining regulatory exclusivity and
whether we are able to maintain market exclusivity periods under the Orphan Drug Act or equivalent protections
in other jurisdictions;
•
whether negative results from our clinical or pre-clinical trials of a product for one indication affect the perception
of such product in another indication, including with respect to determinations by regulators, including the FDA
and EMA, with respect to our ongoing or future regulatory submissions for marketing authorization of our
products for any indication;
•
whether we are able to maintain our existing marketing authorizations of Translarna for the treatment of nmDMD,
including whether individual countries within the EU leverage Articles 117(3) and 5(1) of the EU Directive
2001/83 to allow continued commercial use of Translarna, and whether the EC’s adoption of the negative opinion
from the CHMP or the withdrawal of the Translarna NDA in the United States impacts other regulatory bodies;
•
our ability to complete certain FDA post-marketing requirements in connection with our marketing authorization
of Kebilidi;
•
our ability to obtain additional and maintain existing reimbursed named patient and cohort EAP programs for our
products on adequate terms;
•
our ability to successfully prepare and advance regulatory submissions for marketing authorizations for our
products in additional territories and for additional or expanded indications and whether and in what timeframe
we may obtain such authorizations; and
•
the ability and willingness of patients and healthcare professionals to access our products through alternative
means if pricing and reimbursement negotiations in the applicable territory do not have a positive outcome.
If we do not achieve one or more of these factors in a timely manner or at all, we could experience significant delays or
an inability to continue to commercialize our products, either of which would have a material adverse effect on our
business, results of operations and financial condition.
Delays or failures in obtaining regulatory approval would prevent us from commercializing our product candidates in
the applicable territory and our ability to generate revenue will be materially impaired. Moreover, should we need to
conduct additional development work, other than those we have planned, we expect to incur significant costs, which
may have a material adverse effect on our business and results of operations.
There is significant risk that we will be unable to obtain approval for our product candidates on a timely basis or at all, and
we may be required to perform additional clinical trials, non-clinical studies or CMC assessments, work, or analyses at
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significant cost. Product development is expensive, difficult to design and implement, can take many years to complete
and is uncertain as to outcome. This is especially true for rare and/or complicated diseases and new or novel products. A
failure of one or more clinical or preclinical trials, or manufacturing development can occur at any stage. Preclinical and
clinical studies may also reveal unfavorable product candidate characteristics, including safety concerns, or may not
demonstrate product candidate efficacy. There can be significant variability in results between different clinical trials of
the same product candidate due to numerous factors. The outcome of preclinical testing and early clinical trials may not
be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final
results. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many
companies that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials
have nonetheless failed to obtain marketing authorization of their products.
The approval process is also subject to the substantial discretion of regulatory authorities and the approval procedures vary
among countries, can involve additional testing, and the time for approval may materially differ and be subject to
administrative delays that we cannot control. Approval by the FDA does not ensure approval by regulatory authorities in
other countries or jurisdictions, and approval by one regulatory authority outside the United States does not ensure approval
by regulatory authorities in other countries or jurisdictions or by the FDA. However, the failure to obtain approval in one
jurisdiction may compromise our ability to obtain approval elsewhere.
In response to changes in the regulatory environment or requests from regulators, we may elect, or be obliged, to postpone
a regulatory submission to include additional analyses, which could cause delays in getting our products to market and
substantially increase our costs. Changes in the regulatory environment or new requests from regulators may also result in
our applications for marketing approval being rejected by the applicable regulatory authorities. Securing marketing
authorization also requires the submission of information about the product manufacturing process to, and inspection
(remotely or in person) of manufacturing facilities by, the regulatory authorities. Changes to manufacturers, product
candidate formulation, manufacturing processes and other product candidate attributes, such as the method of delivery,
during product candidate development may also require additional studies to demonstrate the comparability of the product
candidate using prior processes, formulation, or manufacturers, or with the prior attributes, to the product candidate using
new the processes, formulation, or manufacturers, or with the new attributes.
There is no guarantee that we will be able to achieve our milestones at all or within our anticipated timeframes, or that
regulators may have additional questions to which we will need to respond. There is also substantial risk that the results
of our future or current studies will not ultimately support the approval of a product candidate. Regulators may also request
additional studies, data and information, that we may need to develop and which were not originally planned for. Any
delays in obtaining regulatory approval, or if we never obtain regulatory approval, could have a material adverse effect on
our business, financial condition and results of operations.
We may be unable to continue to commercialize Translarna for nmDMD in the EEA if individual countries in the EU
do not leverage Articles 117(3) and 5(1) of the EU Directive 2001/83 to allow continued commercial use of Translarna.
The loss of the Translarna marketing authorization in the EEA may affect future reauthorizations in other
jurisdictions.
We previously had a marketing authorization for Translarna in the EEA, which had been subject to annual review and
renewal by the EC following reassessment by the EMA of the benefit-risk balance of the authorization. In March 2025,
the EC adopted the opinion of the CHMP to not renew the authorization of Translarna for the treatment of nmDMD.
However, the EC indicated that individual countries within the EU can leverage Articles 117(3) and 5(1) of the EU
Directive 2001/83 to allow continued commercial use of Translarna. If countries cease to leverage these mechanisms, we
would lose all, or a significant portion of, our ability to generate revenue from sales of Translarna in the EEA, which would
have a material adverse effect on our business, results of operations and financial condition. There is a substantial risk that
as a result of the EC’s adoption of the CHMP’s negative opinion we will lose a significant portion of our ability to generate
revenue from sales of Translarna in the EEA.
Additionally, the loss of the Translarna marketing authorization in the EEA may influence regulatory entities in other
jurisdictions in which Translarna has been approved to reassess such approvals. For example, certain countries referenced
or depended on the determination by the EMA when considering the grant of a marketing authorization. There is substantial
57
risk that we will be unable to maintain our marketing authorizations in these countries. Even in countries where our
marketing authorization is maintained, there may be an impact on pricing and reimbursement of Translarna within those
countries. Any potential reassessments or scheduled renewals of our marketing authorizations or impacts to pricing and
reimbursement may lead to additional regulatory costs, requirements to complete additional clinical trials, restrictions on
or removal of our marketing authorizations or loss of a significant portion of our revenue for Translarna in other
jurisdictions, which could have an adverse effect on our business, results of operations and financial condition.
We may use certain specialized pathways to develop our product candidates or to seek approval. We may not qualify
for these pathways or such pathways may not ultimately speed the time to approval or result in product candidate
approval.
In the United States, we may pursue the accelerated approval pathway for certain of our product candidates. However, the
FDA may find that our product candidates do not qualify for accelerated approval. Moreover, even if we do ultimately
receive accelerated approval, we would need to meet certain post approval requirements, such as completing a post-
approval study confirming our product candidates’ clinical benefit that may require substantial time, effort, and funds. The
FDA must specify the conditions for the required post approval studies, including enrollment targets, the study protocol,
milestones, and target completion dates, by the time of approval and the FDA may, and frequently does, require that the
post-approval studies be commenced before the date of approval. If this study does not confirm the product’s clinical
benefit or if the study is not conducted in accordance with the FDA’s requirements, it would be subject to the risk of
expedited FDA withdrawal. Additional regulatory requirements also include the pre-submission of promotional materials
to the FDA, periodic reporting, and potential restrictions, such as distribution restrictions, to assure the product’s safe use.
In recent years, the accelerated approval pathway has come under significant governmental and public scrutiny.
Accordingly, depending on the results of our studies, the FDA may be more conservative in granting accelerated approval,
may require a different study design or statistical analysis, or, if granted, may be more apt to withdrawal approval if clinical
benefit is not confirmed. Due to these and other uncertainties, we are unable to estimate the timing or potential for product
candidates for which we may use the accelerated approval pathway or the cost or effort required to receive FDA approval.
Further, even if we receive accelerated approval, there is no guarantee that we would be able to maintain such approval.
For instance, our confirmatory studies may not confirm a product’s clinical benefit, in which case, the FDA could withdraw
the product from the market, we may choose to voluntarily withdraw the product from the market, or we may need to
conduct further studies to determine whether the product has a clinical benefit.
Moreover, we may pursue other product designations or programs that are designed to facilitate drug development. There
is no guarantee that we will be able to obtain any such designations or, if obtained, that we will be able to maintain them.
For instance, the FDA may find that, following designation, our product candidates no longer qualify for the designation
due to changed circumstances or study results. This may result in the FDA rescinding a designation that we previously
received. Any such designation also may not expedite or otherwise facilitate product development.
If we or our collaborators experience any of a number of possible unforeseen events in connection with clinical trials
related to our products or our product candidates, maintenance of our existing marketing authorization for our
products and any additional potential marketing authorization or commercialization of our products or our product
candidates could be delayed or prevented.
We or our collaborators may experience numerous unforeseen events during, or as a result of, clinical trials that could
delay or prevent our ability to receive marketing authorization or commercialize our products or our product candidates,
including:
•
clinical trials may produce negative or inconclusive results, regulators may disagree with our interpretation of
results, our studies may fail to reach the necessary level of statistical significance, or we may not be able to
demonstrate that our product candidates are safe, effective, or provide an advantage over current standard of care
or other therapies;
•
our clinical trials may not meet their primary endpoints. For example, for vatiquinone, the primary efficacy
endpoint of change from baseline in the overall modified Friedreich’s Ataxia Rating Scale score, population did
not achieve statistical significance in the Phase 3 trial (completed in May 2023);
58
•
there may be flaws in our clinical trials’ design that may not become apparent until the clinical trials are well
advanced or regulators may not agree with the design of our studies or our analysis of the resulting data;
•
clinical trial sites or enrolled patients, as well as the resulting data, may be negatively affected by outbreaks of
contagious disease, resulting in delays and disruptions in completing clinical trials, such as the delays we
experienced in 2021 and 2022 in enrolling a Phase 2/3 placebo-controlled trial of vatiquinone in children with
mitochondrial disease associated seizures trial as some patients were unable or hesitant to travel to clinical trial
sites due to the COVID-19 pandemic. The exact impact of any contagious disease outbreak may not be fully
known until the applicable trials are complete or are submitted to the applicable regulatory authorities;
•
we may be unable to enroll a sufficient number of patients in our clinical trials, the number of patients required
for clinical trials may be larger than we anticipate, enrollment in these clinical trials may be slower than we
anticipate or participants may drop out of these clinical trials, not comply with trial procedures, misrepresent their
eligibility, or be lost to follow-up at a higher rate than we anticipate;
•
we may enroll patients in foreign countries in which clinical sites may have less experience with studies or the
disease at issue, or may use a different standard of care;
•
regulatory authorities may not accept the data generated at foreign sites or may find that such data is not
sufficiently representative of the population of the approving country;
•
our third-party contractors may fail to comply with regulatory requirements or meet their contractual obligations
to us in a timely manner, or at all, or we may be required to engage in additional clinical trial site monitoring;
•
regulators, institutional review boards, institutional biosafety committees, or independent ethics committees may
not authorize us or our investigators to commence or continue a clinical trial, may require additional data or
studies, or may require changes to our studies, including applications and protocols;
•
we may be unable to engage trial sites and contract research organizations or they may withdraw from our studies;
•
we, regulators, institutional review boards, institutional biosafety committees, or independent ethics committees
may require the suspension or termination of studies for various reasons, including noncompliance with
regulatory requirements or a finding that the participants are being exposed to unacceptable health risks;
•
the cost of clinical trials of our products or our product candidates may be greater than we anticipate or we may
have insufficient funds for a clinical trial or to pay the substantial user fees required by the FDA upon the filing
of a marketing application;
•
the supply or quality of our products or our product candidates or other materials necessary to conduct clinical
trials of our products or our product candidates may be insufficient or inadequate;
•
regulators may require us to perform additional or unanticipated studies, develop additional manufacturing
information, or make changes to our manufacturing process to obtain approval;
•
there may be changes in the applicable regulatory authorities’ approval requirements, which may render our data
insufficient to obtain marketing approval;
•
the FDA or comparable regulatory authorities may disagree with our intended indications;
•
regulators may fail to approve or subsequently find fault with the manufacturing processes or facilities for clinical
and future commercial supplies;
•
the FDA or comparable regulatory authorities may take longer than we anticipate to make a decision on our
product candidates; or
•
we may decide to abandon the development of a product candidate or development program.
These risks may be increased for product candidates intended for the treatment of diseases for which there is little clinical
experience, where we are using new endpoints or methodologies, or where the product candidates are new or novel. For
example, there are no marketed therapies approved to treat the underlying cause of HD and there is limited clinical trial
experience with respect to drugs to treat HD and other diseases that we are studying or have studied. As a result, the design
and conduct of clinical trials for these diseases, particularly for drugs to address the underlying nonsense mutations causing
these diseases in some subsets of patients, is subject to increased risk. Furthermore, because gene therapy products are a
relatively new development, less is known about such products and product candidates and, accordingly there is an
increased risk that such products may not perform as expected. Regulatory review agencies and the requirements and
guidelines they promulgate may lengthen the regulatory review process, require us to perform additional or larger studies,
increase our development costs, lead to changes in regulatory positions and interpretations, delay or prevent approval and
commercialization of our product candidates or lead to significant post-approval studies, limitations or restrictions.
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We may also experience increased risks to the extent that products or product candidates require a specialized delivery
device or method. For example, Upstaza/Kebilidi is administered directly to the putamen in the brain using stereotactic
surgery, a brain surgery requiring significant skill and training. There is little experience with such surgeries being used to
deliver drugs and for such surgeries being performed on children. We may need to train sufficient brain surgeons to perform
the procedure properly, which may expose us to additional regulatory risks as our interactions with such healthcare
providers must comply with all applicable laws and regulations. As a result, we will need to invest significant resources
to ensure all personnel and contractors are adequately trained on these requirements and to monitor their conduct. Delivery
of Upstaza/Kebilidi to the putamen also requires certain medical devices, which can increase our regulatory compliance
obligations.
Our product development costs will increase if we experience delays in testing or marketing authorizations, and we may
not have sufficient funding to complete the testing and approval process for any of our product candidates. We may be
required to obtain additional funds to complete clinical trials and prepare for possible commercialization of our products
and product candidates. We do not know whether any preclinical tests or clinical trials will begin as planned, will need to
be restructured or will be completed on schedule, or at all. Significant preclinical or clinical trial delays also could shorten
any periods during which we may have the exclusive right to commercialize our products or our product candidates and
allow our competitors to bring products to market before we do or impair our ability to successfully commercialize our
products or our product candidates, and so may harm our business, results of operations and financial condition.
Subgroup, retrospective, post-hoc, and certain statistical analyses may not be reliable and typically will not form the
basis for regulatory approval.
In the event that a study’s primary endpoint is not met, companies may undertake certain analyses to further understand
the data and potential reasons for the study results, including retrospective, post-hoc, and subgroup analyses. Because these
analyses are not pre-planned and studies may not be adequately designed for these analyses, they may not be reliable and
typically will not form the basis for regulatory approval. An unfavorable view of our data and analyses by regulatory
authorities has and could continue to negatively impact our ability to obtain or maintain marketing authorizations, which
would have a material adverse effect on our revenue and would materially harm our business, financial results and results
of operations.
If we experience delays or difficulties in the enrollment of patients in our clinical trials, our receipt of necessary
regulatory approvals could be delayed or prevented.
We may not be able to initiate or continue clinical trials for our product candidates, including clinical trials due to the
inability to enroll a sufficient number of patients. Patient enrollment is affected a number of factors including:
•
the size of the patient population (many of our studies concern rare conditions with small patient populations);
•
the availability of approved treatments;
•
severity of the disease under investigation;
•
eligibility criteria for the study in question;
•
perceived benefits and risks of the product candidate under study;
•
disruptions caused by and the willingness of patients to enroll in a clinical trial during outbreaks of contagious
disease;
•
efforts to facilitate timely enrollment in clinical trials;
•
patient referral practices of physicians;
•
competition from other clinical trials;
•
the ability to monitor patients adequately during and after treatment; and
•
proximity and availability of clinical trial sites for prospective patients.
For example, we previously experienced delays in 2021 and 2022 enrolling a Phase 2/3 trial of vatiquinone in children
with mitochondrial disease associated seizures as some patients were unable or hesitant to travel to clinical trial sites due
to the COVID-19 pandemic.
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Enrollment delays in our clinical trials may result in increased development costs for our product candidates. Our inability
to enroll, timely or at all, a sufficient number of patients in our clinical trials would result in significant delays or may
require us to abandon one or more clinical trials altogether.
If serious adverse side effects are identified during the development of any product candidate or for any product for
which we have or may obtain marketing approval, we may need to abandon or limit our development and/or marketing
of that product or product candidate.
If our products or our product candidates are associated with undesirable side effects or have characteristics that are
unexpected, regulatory authorities, institutional review boards, institutional biosafety committees, or independent ethics
committees may place our studies on clinical hold, withdraw or suspend study approvals, or require that we modify our
protocols. We may also need to abandon their development or limit development to certain uses or subpopulations in which
the undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a benefit-risk
perspective. Adverse events or side effects may also result in study recruitment challenges, marketing authorization denial,
limitations on the indicated use of a product, the inclusion of warnings, contraindications, or precautions on the label of
any approved products, or significant conditions imposed on any approval, including the requirement of a risk evaluation
and mitigation strategies, or REMS, costly post-marketing studies or clinical trials and surveillance to monitor the safety
of the product. Adverse effects may also prevent the adoption of a product, if it is approved. Many compounds that initially
showed promise in clinical or earlier stage testing have later been found to cause side effects that prevented further
development of the compound. Furthermore, we may be sued and held liable for harm caused by our products to patients
as a result of the identification of undesirable side effects, which may cause reputational harm.
The risk of finding adverse side effects may be particularly heightened in the case of gene therapies. For instance, new
gene copies may produce too much or too little of the desired protein or RNA, or the production of the desired protein or
RNA may change over time. Because the treatment is irreversible, there may be challenges in managing side effects.
Adverse effects would not be able to be reversed or relieved by stopping dosing and might require us to develop additional
clinical safety procedures. Furthermore, new gene copies may disrupt other normal biological molecules and processes.
Adverse side effects may also be experienced by patients as a result of the process for administering the therapy or related
procedures.
There have been several significant adverse side effects in gene therapy treatments in the past, including reported cases of
leukemia, immune- and complement-mediated responses, and death seen in other trials using other vectors. While new
recombinant vectors have been developed to potentially reduce these side effects, gene therapy is still a relatively new
approach to disease treatment and additional adverse side effects could develop. For instance, possible adverse side effects
that could occur include an immunologic or complement-mediated reactions early after administration which, could
substantially limit the effectiveness of the treatment. Depending on the vector, additional manufacturing, clinical, and
preclinical testing may be required, as well as additional analyses, assessments, and potential long-term patient and clinical
study subject monitoring and sample testing and associated regulatory reporting. Serious adverse events in our clinical
trials, or other clinical trials involving gene therapy products or our competitors’ products, even if not ultimately
attributable to the relevant product candidates, and the resulting publicity, could further adversely impact our product
candidates in the form of increased government regulation, unfavorable public perception, potential regulatory delays,
stricter labeling requirements, and a decrease in demand.
If, following approval, we or others identify previously unknown side effects, if such side-effects are severe, or if known
side effects are more frequent or severe than in the past then our marketing authorizations may be restricted or withdrawn,
changes may be required to the product’s label, sales may be adversely impacted, we may be required to undertake
additional studies or trials, and government investigations or litigation, including product liability claims, may be brought
against us. Additionally, if the safety warnings in our product labels are not followed, adverse medical situations in patients
may arise, resulting in negative publicity and potential lawsuits. Any of these occurrences would limit or prevent us from
commercializing our products, which would have a material adverse effect on our business, financial results and
operations.
Certain of our products and product candidates may be difficult to produce, presenting manufacturing challenges that
may delay product development and regulatory approval.
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Manufacturers of pharmaceutical products must comply with strictly enforced manufacturing and quality requirements,
including cGMP requirements, state and federal regulations, as well as ex-U.S. requirements when applicable. These may
be particularly difficult to meet for complex products such as biologic and gene therapy products. Any failure to meet the
applicable manufacturing and quality requirements could lead to a delay or interruption in development programs, delays
in receiving regulatory approval, and consequences should we receive marketing approval.
The manufacture of drugs, and especially biologic and gene therapy products is technically complex, requires extreme
precision to meet specification requirements and necessitates substantial expertise and capital investment. Production
difficulties caused by unforeseen events, even if seemingly minimal, may delay the availability of material for clinical
studies and commercial product. For example, given the nature of biologics manufacturing, there is a risk of contamination.
Any contamination could materially adversely affect our ability to produce our gene therapy product on schedule and
could, therefore, harm our results of operations and cause reputational damage.
In addition, gene therapy products have only in limited cases been manufactured at scales sufficient for pivotal trials and
commercialization. Few pharmaceutical contract manufacturers specialize in gene therapy products and those that do are
still developing appropriate processes, controls and facilities for large-scale production. While we believe that there are
alternative sources of supply that can satisfy our commercial requirements for Upstaza/Kebilidi, we cannot be certain that
we will be able to identify and establish relationships with such sources, if necessary, in a timely manner or at all, and
what the terms and costs of such new arrangements would be, or that such alternative suppliers would be able to supply
our potential commercial needs. Any switch from our current manufacturer would result in a significant delay, would
require regulatory authority approval, and cause material additional costs.
Furthermore, some of the raw materials and other components required in our manufacturing process are derived from
diverse biologic sources that may be difficult to procure and may be subject to contamination or recall. Any material
shortage, supply chain disruption, contamination recall or restriction on the use of biologically derived substances in the
manufacture of our product candidates could adversely impact or disrupt the production and commercialization of
products.
Finally, we and our third-party manufacturers may experience any number of unforeseen issues, unforeseen delays,
including equipment failure, labor shortages, natural disasters, power failures, transportation difficulties, quality control
or other issues, including those resulting from compliance with regulatory requirements, as further described in these risks,
that could prevent us from realizing the intended benefits of our manufacturing strategy.
Any of our products or any other product candidate that receives marketing authorization may fail to achieve the degree
of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for
commercial success.
Even if we are successful in obtaining and maintaining marketing authorizations, our products may not gain sufficient
market acceptance by physicians, patients, third-party payors and others in the medical community. Third-party payors
may require prior authorizations or failure on another type of treatment before covering a particular drug, particularly with
respect to higher-priced drugs. Decreases in third-party reimbursement for a product or a decision by a third-party payor
to not cover a product could reduce physician usage of the product. If these products do not achieve an adequate level of
acceptance, we may not generate significant product revenues or any profits from operations.
The degree of market acceptance of our products or product candidates, if approved for commercial sale, will depend on
a number of factors, including:
•
the efficacy and potential advantages, as well as cost effectiveness compared to alternative treatments;
•
the prevalence and severity of any side effects, as well as perceived safety;
•
limitations or warnings contained in, as well as permitted claims based on the product’s approved labeling;
•
whether patients may be ineligible to receive a particular product or whether a particular product, especially in
the case of gene therapies, may preclude future treatments;
•
distribution and use restrictions imposed by the FDA or other regulatory agencies, or which we voluntarily
implement;
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•
the ability to offer our products or product candidates for sale at competitive prices;
•
the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies.
For example, gene therapy remains a novel technology and Upstaza/Kebilidi must be administered directly to the
brain via a surgery and public perception may be influenced by claims that gene therapy is unsafe, which may
cause gene therapy to not gain acceptance by the public or the medical community;
•
the convenience and ease of administration compared to alternative treatments;
•
the strength of marketing and distribution support;
•
sufficient third-party coverage or reimbursement and, where applicable, our ability to obtain pricing approvals
which is separate from the marketing authorization process;
•
adverse publicity about our and our competitors’ products or product candidates or favorable publicity about
competitive products or product candidates. For example, earlier gene therapy trials conducted by other
organizations have led to several well-publicized adverse events, including cases of leukemia, immune- and
complement-mediated adverse events, and death seen in other such organizations’ trials using vectors;
•
the results of studies of the product in other indications or similar products; and
•
any restrictions on concomitant use of other medications.
Obtaining coverage and reimbursement for a product from third-party payers is a time-consuming and costly process.
Failure to obtain adequate reimbursement may significantly impact the adoption and sale of products. Market acceptance
and obtaining reimbursement coverage may be particularly challenging in the case of gene therapies, where the cost of a
single administration may be substantial and adequate coverage and reimbursement will be essential for patients to afford
the treatment. Payors may require us to provide supporting scientific, clinical and cost-effectiveness data, which we may
not be able to provide. Moreover, ethical, social and legal concerns about certain treatments, such as gene therapy, could
result in additional regulations restricting or prohibiting sale of our products.
In the United States, third-party payers, including government payers such as the Medicare and Medicaid programs, play
an important role in determining the extent to which new drugs and biologics will be covered and reimbursed. Expensive
specialty drugs in particular are often subject to restriction. The Medicare and Medicaid programs increasingly are used
as models for how private payers and government payers develop their coverage and reimbursement policies. We cannot
be assured that Medicare or Medicaid will cover our product candidates that may be approved or provide reimbursement
without restriction and at adequate levels to realize a sufficient return on our investment. Our rebate payments may increase
or our prices be adjusted under value-based purchasing arrangements based on evidence-based measures or outcomes-
based measures for a patient or beneficiary based on use of our drug. Additionally, policymakers and federal agencies,
including the Centers for Medicare & Medicaid Innovation, have signaled interest in testing or advancing new drug pricing
models—such as so-called “most favored nation” or international reference pricing approaches—that would tie United
States reimbursement levels to prices in foreign markets. Any such initiatives, if implemented, could reduce reimbursement
for certain products, exert downward pricing pressure, and materially affect our business and financial results. Moreover,
reimbursement agencies in the EU may be more conservative than CMS. It is difficult to predict what third-party payers
will decide with respect to the coverage and reimbursement for our products for which we obtain marketing approval.
Additionally, within Europe, each country has its own reimbursement regime employing various health technology
assessment, or HTA, approaches to assess the cost-effectiveness of the product (for example, in the United Kingdom a
HTA assessment is conducted by NICE) which may significantly affect the effective access to the market. While there is
increased harmonization of this process as a result of Regulation 2021/2282 on HTAs, variation remains.
Our ability to negotiate, secure and maintain third-party coverage and reimbursement may also be affected by political,
economic and regulatory developments. Governments continue to impose cost containment measures, and third-party
payors are increasingly challenging prices charged for medicines and examining their cost effectiveness, in addition to
their safety and efficacy. These and other similar developments could significantly limit the degree of market acceptance
of our products or any of our other product candidates that receive marketing authorization.
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If we are unable to establish or maintain sales, marketing and distribution capabilities or enter into agreements with
third parties to market, sell and distribute our products or product candidates, we may not be successful in our
continuing efforts to commercialize our products or any other product candidate if and when they are approved.
Our ongoing commercial strategy for our products and any other product candidate that may receive marketing
authorization involves the development of a commercial infrastructure that spans multiple jurisdictions and is heavily
dependent upon our ability to continue to build an infrastructure that is capable of implementing our global commercial
strategy. The establishment and development of our commercial infrastructure will continue to be expensive and time
consuming, and we may not be able to develop our commercial organizations in all intended territories, including in the
United States, in a timely manner or at all. Doing so will require a high degree of coordination and compliance with laws
and regulations in numerous territories, including restrictions on advertising practices, enforcement of intellectual property
rights, restrictions on pricing or discounts, transparency laws and regulations, and unexpected changes in regulatory
requirements and tariffs. If we are unable to effectively coordinate such activities or comply with such laws and regulations,
our ability to commercialize our products or any other product candidates that may receive marketing authorization will
be adversely affected. If we are unable to establish and maintain adequate sales, marketing and distribution capabilities,
whether independently or with third parties, we may not be able to generate product revenue consistent with our
expectations and may not become profitable.
There are risks involved with establishing our own sales and marketing capabilities and entering into arrangements with
third parties to perform these services. For example, recruiting and training an internal commercial team is expensive and
time consuming and could delay commercialization efforts. If a commercial launch for any product or product candidate
for which we recruit a commercial team and establish marketing capabilities is delayed or does not occur for any reason,
we would have prematurely or unnecessarily incurred these commercialization expenses. This may be costly, and our
investment would be lost if we cannot retain or reposition such personnel.
The arrangements that we have entered into, or may enter into, with third parties to perform sales and marketing services
will generate lower product revenues or profitability of product revenues to us than if we were to market and sell any
products that we develop ourselves. In addition, we may not be successful in entering into arrangements with third parties
to sell and market our product candidates or may be unable to do so on terms that are favorable to us. We have little control
over such third parties, and any of them may fail to devote the necessary resources and attention to sell and market our
products effectively.
If we do not establish sales and marketing capabilities successfully, either on our own or in collaboration with third parties,
we will not be successful in commercializing our products or product candidates. Factors that may materially affect our
efforts to commercialize our products include:
•
our ability to recruit, train and retain adequate numbers of effective sales and marketing personnel;
•
our ability to monitor the legal and regulatory compliance of sales and marketing personnel;
•
an inability to secure adequate coverage and reimbursement by government and private health plans;
•
reduced realization on government sales from mandatory discounts, rebates and fees, and from price concessions
to private health plans and pharmacy benefit managers necessitated by competition for access to managed
formularies;
•
the clinical indications for which the products are approved and the claims that we may make for the products;
•
limitations or warnings, including distribution or use restrictions, contained in the products’ approved labeling;
•
any distribution and use restrictions imposed by the FDA or other regulatory agencies or to which we agree as
part of a mandatory REMS or voluntary risk management plan;
•
liability for sales or marketing personnel who fail to comply with the applicable legal and regulatory
requirements;
•
our ability to implement third-party marketing and distribution relationships on favorable terms, or at all, in
territories where we do not pursue direct commercialization;
•
the ability of our commercial team to obtain access to or persuade adequate numbers of physicians to prescribe
our current or any future products;
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•
the lack of complementary products to be offered by our commercial team, which may put us at a competitive
disadvantage relative to companies with more extensive product lines; and
•
unforeseen costs and expenses associated with creating an independent commercial organization.
Any of these factors, individually or as a group, if not resolved in a favorable manner may have a material adverse effect
on our business and results of operations. Similar risks apply in those territories where any of our products are available
on a reimbursed basis under an EAP program.
A significant portion of our commercial sales currently occurs in territories outside of the United States which subjects
us to additional business risks that could adversely affect our revenue and results of operations.
We commercialize Sephience, Translarna, Upstaza, Tegsedi and Waylivra outside of the United States. We have operations
in multiple European countries, Latin America, Japan and other territories. We expect that we will continue to expand our
international operations in the future, including in emerging growth markets, pending successful completion of the
applicable regulatory processes. International operations inherently subject us to a number of risks and uncertainties,
including:
•
political, regulatory, compliance and economic developments that could restrict our ability to manufacture,
market and sell our products, including the Russia-Ukraine conflict and related sanctions that have been imposed
by various countries in response thereto;
•
financial risks such as longer payment cycles, difficulty collecting accounts receivable, potentially high inflation
rates, sustained high interest rates and exposure to fluctuations in foreign currency exchange rates;
•
difficulty in staffing and managing international operations;
•
potentially negative consequences from changes in or interpretations of tax laws;
•
changes in international medical reimbursement policies and programs;
•
unexpected changes in healthcare policies of ex-U.S. jurisdictions;
•
trade protection measures, including import or export licensing requirements and tariffs;
•
our ability to develop relationships with qualified local distributors and trading companies;
•
political and economic instability in particular ex-U.S. economies and markets, in particular in emerging markets,
for example in Brazil;
•
diminished protection of intellectual property in some countries outside of the United States;
•
differing labor regulations and business practices;
•
regulatory and compliance risks that relate to maintaining accurate information and control over sales and
distributors’ and service providers’ activities that may fall within the purview of the U.S., UK or similar local
anti-bribery regulations; and
•
various effects and responsive measures relating to outbreaks of contagious disease.
For example, the Brazilian Ministry of Health has previously experienced significant administrative delays processing
centralized group purchase orders. Almost all of our product revenue for Translarna in Brazil is attributable to such
purchase orders. These centralized group purchase order delays have caused, and may continue to cause, fluctuations in
our ability to generate revenue in Brazil.
In addition, some countries in which a product candidate is not approved allow patients access to the product candidate
through other legal mechanisms, including court intervention or EAP programs, if the product is approved in another
jurisdiction. The price that is ultimately approved by governmental authorities in any country pursuant to commercial
pricing and reimbursement processes may be significantly lower than the price we are able to charge for sales under such
legal mechanisms and we may become obligated to repay such excess amount.
Some of the countries in which our products are available for sale are in emerging markets. Some countries within
emerging markets, including those in Latin America, may be especially vulnerable to periods of global or regional financial
instability or may have very limited resources to spend on. We also may be required to increase our reliance on third-party
agents within less developed markets. In addition, many emerging market countries have currencies that fluctuate
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substantially and if such currencies devalue and we cannot offset the devaluations, our financial performance within such
countries could be adversely affected.
Furthermore, in some countries, orders for named patient sales may be for multiple months of therapy, which can lead to
an unevenness in orders which could result in significant fluctuations in quarterly net product sales. Other factors may also
contribute to fluctuations in quarterly net product sales including a product’s availability in any particular territory,
government actions, economic pressures, political unrest and other factors. Net product sales are impacted by factors such
as the timing of decisions by regulatory authorities and our ability to successfully negotiate favorable pricing and
reimbursement processes on a timely basis in the countries in which we have or may obtain regulatory approval, including
the United States, EEA and other territories.
Any of these factors may, individually or as a group, have a material adverse effect on our business and results of
operations. As we continue to expand our existing international operations, we may encounter new risks.
Laws and regulations governing export restrictions and economic sanctions may preclude us from developing and
selling certain products, generating revenue from such products, and manufacturing certain materials outside of the
United States.
Many countries, including the United States, restrict the export or import of products to or from certain countries through,
for example, bans, sanction programs, and embargoes. Such restrictions may preclude us from supplying products or
generating revenue in certain countries or may require an export license prior to the export of the controlled item. Various
laws, regulations and executive orders also restrict the use and dissemination outside of the United States, or the sharing
with certain non-U.S. nationals, of information classified for national security purposes, as well as certain products and
technical data relating to those products. Furthermore, if we, or third parties acting on our behalf, do not comply with these
restrictions, we may be subject to substantial civil and criminal penalties and suspension or debarment from government
contracting.
Our activities outside of the United States, require that we dedicate resources to comply with these laws. Many of our
customers and suppliers are ex-U.S. entities or have significant ex-U.S. operations. Although these restrictions have not
affected our operations in the past, there is a risk that they could do so in the future as additional geographic regions and
entities may become subject to such restrictions. The imposition of new or additional economic and trade sanctions against
our major customers or suppliers or financial counterparties or intermediaries could result in our inability to sell to, and
generate revenue from such customers or purchase materials from such suppliers. For example, we make sales of
Translarna through a distributor to the Ministry of Health of the Russian Federation to access Russian nmDMD patients.
Our ability to generate and realize revenue in Russia may be materially and adversely impacted as many countries,
including the United States, have imposed and may continue to consider imposing additional enhanced export controls on
certain products and sanctions on certain industry sectors and parties in Russia in connection with the Russia-Ukraine
conflict. We also contract with government-owned hospitals and third-party manufacturers located in China, which has
recently been involved in political conflict with the United States. This conflict has increased the likelihood of restrictions
that could materially and adversely affect our clinical trial sites located in China, our ability to obtain certain supplies, our
ability to manufacture certain product candidates and our ability to potentially commercialize products in China. If our
activities are affected because of these or other such restrictions, sanctions, or controls, our business, financial condition
and results of operations could be materially and adversely affected. As a result of restrictive export laws, our customers
may also seek to obtain a greater supply of similar or substitute products from our competitors that are not subject to these
restrictions, which could materially and adversely affect our business, financial condition and results of operations.
We face substantial competition, which may result in others discovering, developing or commercializing products before
or more successfully than we do.
The development and commercialization of new drug products is highly competitive. We face competition with respect to
our current products and product candidates and any products we may seek to develop or commercialize in the future from
major pharmaceutical companies, specialty pharmaceutical companies, and biotechnology companies worldwide. Other
gene therapy companies may in the future decide to utilize existing technologies to address unmet needs that could
potentially compete with our product candidates.
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Sephience faces competition from Kuvan (sapropterin dihydrochloride), including generic versions, and Palynziq
(pegvaliase-pqpz), each of which is approved for the treatment of PKU. Other companies are also pursuing product
candidates for the treatment of PKU, including Otsuka Pharmaceutical (JNT-517), SOM Biotech (SOM-1311), Maze
Therapeutics (MZE-782) and Agios Pharmaceuticals (AG-181).
Other than geographies where Translarna is approved or otherwise commercialized, there is currently no marketed therapy
specifically for nmDMD. Santhera Pharmaceuticals has received approval of Agramee (vamorolone) in the United States
for DMD patients ages 2 and up and in the EU and United Kingdom for patients ages 4 years and older. Sarepta
Therapeutics has received approval of Elevidys for DMD patients 4 to 5 years of age with a confirmed mutation in the
“DMD gene” in the United States and United Arab Emirates and Qatar. Sarepta Therapeutics has also received approval
in the United States for two treatments (Exondys 51 (eteplirsen) and Vyondys 53 (golodirsen)) addressing the underlying
cause of disease for different mutations in the DMD gene. Additionally, the FDA granted accelerated approval to Viltepso
(viltolarsen) from NS Pharma for the treatment of DMD in patients with exon 53 skipping and Sarepta (Casimersen (SRP
4045) for the treatment of DMD in patients with exon 45 skipping. Viltepso (viltolarsen) from NS Pharma is also approved
in Japan. Other biopharmaceutical companies are developing treatments addressing the underlying cause of disease for
different mutations in the DMD gene, including, Dyne Therapeutics (DYNE-251), Wave Life Sciences (WVE-N53),
Daiichi Sankyo (DS 5141)), and Nippon Shinyaku (Viltolarsen (NS 065/NCNP 01) and NS 089/NCNP 02)). Additionally,
other pharmaceutical companies are developing micro dystrophin gene therapies for patients with DMD regardless of
genotype, including Solid Biosciences (SGT 003) and REGENXBIO Inc. (RGX-202).
We face competition from generic versions of Emflaza for DMD. Although the FDA has not approved a corticosteroid
specifically for DMD in the United States other than Emflaza, we face competition in the United States in the DMD market
from prednisone/prednisolone, which, while not approved for DMD in the United States, is generically available and has
been prescribed off label for DMD patients. Santhera has received approval of Agramee (vamorolone), in the United States
for DMD patients ages 2 and up and in the European Union and United Kingdom for patients ages 4 years and older.
Currently, no other treatment options are available for the underlying cause of AADC deficiency. Additionally, we are not
aware of any late-stage development product candidates for AADC deficiency.
There are several pharmaceutical and biotechnology companies engaged in the development or commercialization of
products against targets that are also targets of Tegsedi and Waylivra. For example, Ionis is developing Olezarsen for the
treatment of FCS. Additionally, Waylivra faces competition from Myalept (metreleptin) produced by Chesi Farmaceutica,
Inc., which is currently approved in Brazil for use in generalized lipodystrophy patients. Tegsedi faces competition from
drugs like Onpattro (patisiran) which was launched by Alnylam Pharmaceuticals in the United States in 2018 and received
approval in Brazil for the treatment of hATTR amyloidosis in 2020 as was well as AMVUTTRA (vutrisiran) which
Alnylam Pharmaceuticals received approval for in the United States and Brazil in 2022 for the treatment of the
polyneuropathy of hATTR amyloidosis in adults. Vyndaqel (tafamids meglumine) and Vyndamax (tafamidis) are
commercialized in the United States, EU and some countries in Latin America by Pfizer. Other companies are also pursuing
product candidates for the treatment of ATTR Amyloidosis with polyneuropathy including BridgeBio Pharma (AG
10), Intellia Therapeutics (NTLA2001), Proclara Biosciences (NPT 189) and SOM Biotech (tolcapone).
Evrysdi, an orally bioavailable treatment, faces competition from treatments that are not orally bioavailable, including
Spinraza (nusinersen), a drug developed by Ionis and marketed by Biogen, which is approved to treat SMA and Zolgensma
(onasemnogene abeparvovec), a gene therapy drug developed by AveXis, Inc., (acquired by Novartis in 2018), which is
approved in the United States and Japan for the treatment of SMA in patients under 2 years of age and in Europe for babies
and young children who weigh up to 21 kilograms. Novartis is also developing OAV-101, an intrathecal administration of
Zolgensma, for SMA patients ages ≥ 2 to < 18 years of age. Biogen is developing a higher dose regimen of nusinersen
with potential for improved efficacy and evaluating an implantable medical device to enable subcutaneous delivery of
nusinersen. Other companies are also pursuing product candidates for the treatment of SMA, including Scholar Rock
(apitegromab, SRK-015), Biohaven (Taldefgrobep alfa), Roche Pharmaceuticals (RO-7204239/GYM-329), Biogen / Ionis
(BIIB-115/ION-306) and NMD Pharma (NMD-670).
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If approved, vatiquinone could face competition from Skyclarys (omaveloxolone) from Biogen, which is approved in the
United States and the EU. There are also two assets in early development: LX-2006 (Lexeo/Frataxin AAVrh10) and CTI-
1601 (Larimar Therapeutics).
For additional discussion regarding the competition we face with respect to our current product candidates, see “Item 1.
Business-Competition.”
Our competitors may develop products that are more effective, safer, more convenient or less costly than any that we are
marketing or developing or that would render our products or product candidates obsolete or non-competitive. Our
competitors may also obtain marketing authorization for their products more rapidly than we may obtain approval for our
products and product candidates, which could result in our competitors establishing a strong market position before we
are able to enter the market.
We believe that many competitors are attempting to develop therapeutics for the target indications of our products and
product candidates, including academic institutions, government agencies, public and private research organizations, large
pharmaceutical companies and smaller more focused companies.
Many of our competitors may have significantly greater financial resources and expertise in research and development,
manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved
products than we do. Mergers and acquisitions in the pharmaceutical and biotechnology industries may result in even more
resources being concentrated among a smaller number of our competitors. Smaller and other early-stage companies may
also prove to be significant competitors, particularly through collaborative arrangements with large and established
companies. These third parties compete with us in recruiting and retaining qualified scientific and management personnel,
establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary
to or necessary for our programs.
Our products or product candidates may become subject to unfavorable pricing regulations, third-party reimbursement
practices or healthcare reform initiatives, which would harm our business.
We may not obtain adequate coverage or reimbursement for our products, or we may be required to sell our products at an
unsatisfactory price. In addition, obtaining pricing, coverage and reimbursement approvals can be a time consuming and
expensive process. Our business would be materially adversely affected if we do not receive these approvals on a timely
basis.
The regulations and practices that govern marketing authorizations, pricing, coverage and reimbursement for new drug
products vary widely from country to country. Current and future legislation may significantly change the approval
requirements in ways that could involve additional costs and cause delays in obtaining approvals. Some countries,
including almost all of the member states of the EEA, require approval of the sale (list) price of a drug before it can be
marketed. In many countries, the pricing review period begins after marketing or product licensing approval is granted. In
some ex-U.S. markets, including the European market, prescription pharmaceutical pricing remains subject to continuing
governmental control even after initial approval is granted. As a result, we might obtain marketing authorization for a
product in a particular country, but then be subject to price regulations, in some countries at national as well as regional
levels, that delay our commercial launch of the product, possibly for lengthy time periods, and negatively impact the
revenues we are able to generate from the sale of the product in that country. Adverse pricing limitations may hinder our
ability to recoup our investment in one or more products or other product candidates, even following marketing
authorization.
Our ability to successfully commercialize our products or product candidates that may receive marketing authorization
will depend in large part on the extent to which coverage and reimbursement for these products and related treatments will
be available from government health administration authorities, private health insurers, managed healthcare organizations
and other third-party payors and organizations. Government authorities and other third-party payors, such as private health
insurers and managed healthcare organizations, decide which medications they will pay for and establish reimbursement
conditions and rates. A primary trend in the EU and U.S. healthcare industries and elsewhere is cost containment.
Government authorities, including the United States government and state legislatures, and other third-party payors have
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attempted to control costs by limiting coverage and the amount of reimbursement for particular medications. Prices at
which our products are reimbursed can be subject to challenge, reduction or denial by the government and other payers.
Increasingly, third-party payors are requiring that drug companies provide them with discounts off the products’ sale (list)
prices and are challenging the prices manufacturers charge for medical products. We cannot be sure that coverage will be
available for any product or product candidate that we may commercialize and, if coverage is available, the level of
reimbursement is also uncertain.
Reimbursement levels may impact the demand for, or the price of, any product or product candidate for which we obtain
marketing authorization. Obtaining reimbursement for our products has been and is expected to continue to be, particularly
difficult due to price considerations typically associated with drugs that are developed to treat conditions that affect a small
population of patients. In addition, third-party payors are likely to impose strict requirements for reimbursement of a higher
priced drug, such as prior authorization and the requirement to try other therapies first (i.e., step edits), or high co-payments
which can result in patient rejection. Decreases in third-party reimbursement for a product or a decision by a third-party
payor to not cover a product could reduce physician usage of the product. If reimbursement is not available or is available
only on a limited basis, we may not be able to successfully commercialize any product or product candidate for which we
have obtained or may obtain marketing authorization.
There may be significant delays in obtaining coverage for newly approved drugs, and coverage may be more limited than
the drug’s approved indications as determined by the applicable regulatory authority. Moreover, eligibility for
reimbursement does not imply that any drug will be paid for in all cases or at a rate that covers our costs, including research,
development, manufacture, sale and distribution. Interim reimbursement levels for new drugs, if applicable, may also not
be sufficient to cover our costs and may not be made permanent, and programs intended to provide patient assistance until
coverage is established can be very costly and limited in duration by law. Reimbursement rates may vary according to the
use of the drug and the clinical setting in which it is used, may be based on reimbursement levels already set for lower cost
drugs, and may be incorporated into existing payments for other services. Further, coverage policies and third-party
reimbursement rates may change at any time. Even if favorable coverage and reimbursement status is attained for one or
more products for which we receive regulatory approval, less favorable coverage policies and reimbursement rates may
be implemented in the future.
Net prices for drugs may be reduced by mandatory discounts or rebates required by government healthcare programs or
private payors and by any future relaxation of laws, enforcement policies or administrative determinations with respect to
the importation of drugs into the United States from other countries where they may be sold at lower prices.
In the United States, third-party payors include federal healthcare programs, such as Medicare, Medicaid, TRICARE, and
Veterans Health Administration programs; managed care providers, private health insurers and other organizations.
Several of the U.S. federal healthcare programs establish ceiling prices or require that drug manufacturers extend discounts
or pay rebates to certain programs in order for their products to be covered and reimbursed. For example, the Medicaid
Drug Rebate Program requires pharmaceutical manufacturers of covered outpatient drugs to enter into and have in effect
a national rebate agreement with the federal government as a condition for coverage of the manufacturer’s covered
outpatient drug(s) by state Medicaid programs. The amount of the rebate for each product is based on a statutory formula
and may be subject to an additional discount if certain pricing increases more than inflation. State Medicaid programs and
Medicaid managed care plans can seek additional “supplemental” rebates from manufacturers in connection with states’
establishment of preferred drug lists. A further requirement for Medicaid coverage is that manufacturers of single source
and innovator multiple source drugs enter into a Master agreement and Federal Supply Schedule, or FSS, agreement with
the Secretary for Veterans Affairs and charge no more than statutory ceiling prices to the Department of Veteran Affairs,
the Department of Defense and certain other federal agencies.
Similarly, in order for a covered outpatient drug to receive federal reimbursement under the Medicare Part B and Medicaid
programs, the manufacturer must extend discounts on the covered outpatient drug to entities that are enrolled and
participating in the 340B drug pricing program, which is a federal program that requires manufacturers to provide discounts
to certain statutorily-defined safety-net providers. The 340B discount for each product is calculated based on certain
Medicaid Drug Rebate Program metrics that manufacturers are required to report to CMS.
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Sephience and Emflaza are also eligible for reimbursement under the Medicare Part D program. Under Part D, Medicare
beneficiaries may enroll in prescription drug plans offered by private entities, which will provide coverage of outpatient
prescription drugs. Part D prescription drug formularies are required to include drugs within each therapeutic category and
class of covered Part D drugs, though not necessarily all the drugs in each category or class. Any negotiated prices for our
products covered by a Part D prescription drug plan likely will be lower than the prices we might otherwise obtain, and
payment of Medicare Coverage Gap discounts may further reduce realization on Part D drugs. In 2020, CMS also relaxed
Part D coverage requirements to give plans more leverage in negotiating their formularies.
With respect to drugs eligible for reimbursement under Medicare Part B, on November 27, 2020, CMS issued an interim
final rule implementing a Most Favored Nations payment model under which reimbursement for certain Medicare Part B
drugs and biologicals will be based on a price that reflects the lowest per capita Gross Domestic Product-adjusted (GDP-
adjusted) price of any non-U.S. member country of the Organisation for Economic Co-operation and Development
(OECD) with a GDP per capita that is at least sixty percent of the U.S. GDP per capita. This rule now has been rescinded
but other measures, including the Inflation Reduction Act of 2022, or IRA, have been enacted to address the costs of
pharmaceuticals. The Inflation Reduction Act of 2022 requires manufacturers of selected drugs to negotiate discounted
prices with the Secretary of the Department of Health and Human Services (HHS). Failure to reach an agreement can
subject manufacturers to an excise tax or withdraw of all drug products from coverage under Medicare and Medicaid.
Drug price negotiations and other program implementation measures could potentially be affected by the change in
leadership at Health and Human Services and the Centers for Medicare and Medicaid Services (CMS) under the new
administration. Such rules and any additional healthcare reform measures could further constrain our business or limit the
amounts that federal and state governments will pay for healthcare products and services, which could result in additional
pricing pressures.
In addition, U.S. private health insurers often rely upon Medicare coverage policies and payment limitations in setting
their own coverage and reimbursement policies. Any such coverage or payment limitations may result in a similar
reduction in payments from non-governmental payors. Payment by private payors is also subject to payor-determined
coverage and reimbursement policies that vary considerably and are subject to change without notice. We expect that
coverage and reimbursement of Sephience and Emflaza in the United States will vary from commercial payor to
commercial payor. Many commercial payors, such as managed care plans, manage access to prescription drugs partly to
control costs to their plans, and may use drug formularies and medical policies to limit their exposure. Exclusion from
policies can directly reduce product usage in the payor’s patient population and may negatively impact utilization in other
payor plans, as well.
There has been recent negative publicity and increasing legislative and public scrutiny around pharmaceutical drug pricing
in the U.S., in particular with respect to orphan drugs and specifically with respect to Emflaza. Moreover, U.S. government
authorities and third-party payors are increasingly attempting to limit or regulate drug prices and reimbursement, often
with particular focus on orphan drugs. For example, certain drugs with an orphan designation may become subject to price
negotiations under the IRA. These dynamics may give rise to heightened attention and potential negative reactions to
pricing decisions for Sephience and Emflaza and products for which we may receive regulatory approval in the future,
possibly limiting our ability to generate revenue and attain profitability.
Moreover, in 2017, the U.S. Congress modified and amended certain provisions of the 2010 U.S. healthcare reform
legislation (the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education
Reconciliation Act of 2010, known collectively as the Affordable Care Act), which impacts coverage and reimbursement
for healthcare items and services covered by the federal and state healthcare programs as well as plans in the private health
insurance market. The so-called “individual mandate” was repealed as part of tax reform legislation adopted in
December 2017. Legal challenges to the Affordable Care Act continue to arise and there may be future efforts to modify,
repeal, or otherwise invalidate all, or certain provisions of the Affordable Care Act. We cannot assure that the Affordable
Care Act, as currently enacted or as amended in the future, will not adversely affect our business and financial results and
we cannot predict how future federal or state legislative or administrative changes relating to healthcare reform will affect
our business.
Additionally, the Budget Control Act of 2011, among other things, created measures for spending reductions by Congress.
Failure of the Joint Select Committee on Deficit Reduction to reach required deficit reduction goals triggered the
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legislation’s automatic reduction to several government programs. This legislation resulted in aggregate reductions to
Medicare payments to providers of up to 2% per fiscal year, which went into effect in April 2013 and will remain in effect
through 2031. However, pursuant to the CARES Act and subsequent legislation, these Medicare sequester reductions were
suspended through the end of March 2022 and from April 2022 through June 2022, a 1% cut was in effect, with the full
2% cut remaining thereafter. The American Taxpayer Relief Act of 2012, among other things, reduced Medicare payments
to several providers and increased the statute of limitations period for the government to recover overpayments to providers
from three to five years. These laws may result in additional reductions in Medicare and other healthcare funding and
otherwise affect the prices we may obtain for any of our product candidates for which we may obtain regulatory approval
or the frequency with which any such product candidates are prescribed or used.
In the EU, reference pricing systems and other measures may lead to cost containment and reduced prices with respect to
Sephience for the treatment of PKU, Translarna for the treatment of nmDMD, Upstaza for the treatment of AADC
deficiency and other product candidates that might receive marketing authorization in the future. Our inability to promptly
obtain coverage and profitable payment rates from both government-funded and private payors for our product or any of
our product candidates that may receive marketing authorization, or a reduction in coverage for payment rates for our
product or any such product candidates, could have a material adverse effect on our business, results of operations and
financial condition. In addition, in the EU, an authorized trader, such as a wholesaler, can purchase a medicine in one EU
member state and obtain a license to import the product into another EU member state. This process is called “parallel
distribution”. As a result, a purchaser in one EU member state may seek to import Sephience from another EU member
state where Sephience is sold at a lower price. This could have a negative impact on our business, financial condition,
results of operations and growth.
Similarly, sales of Sephience, Emflaza or our other products in the United States could also be reduced if they, or products
similar to them, are imported into the United States from lower-priced markets, whether legally or illegally. For example,
in the United States, prices for pharmaceuticals are generally higher than in the bordering nations of Mexico and Canada.
In October 2020, the Department of Health and Human Services, or HHS, and the FDA published a final rule allowing
states and other entities to develop a Section 804 Importation Program, or SIP, to import certain prescription drugs from
Canada into the United States. Certain states have passed laws allowing for the importation of drugs from Canada with the
intent of developing SIPs for review and approval by the FDA. Florida received approval for its SIP from the FDA. Further,
on November 30, 2020, HHS finalized a regulation removing safe harbor protection for price reductions from
pharmaceutical manufacturers to plan sponsors under Part D, either directly or through pharmacy benefit managers, unless
the price reduction is required by law. The rule also creates a safe harbor for price reductions reflected at the point-of-sale,
as well as a new safe harbor for certain fixed fee arrangements between pharmacy benefit managers and manufacturers.
The effective date of the new safe harbors and the revision to the discount safe harbor was delayed by court order until
January 1, 2023. Recent legislation further delayed implementation of the new safe harbors and the revision to the discount
safe harbor until January 1, 2032.
There may be future and have been changes in legal and regulatory requirements that may materially impact our results
of operation.
Changes in legal and regulatory requirements may introduce new risks into our operations and future prospects, which we
are not able to currently anticipate. By example, changes taking place in the United States associated with the current
federal administration, as well as changes in legal standards, including the reduced level of judicial deference due to
administrative agencies following a 2024 Supreme Court decision, may introduce uncertainties with respect to our current
and future operations and our future likelihood of success. New federal or state laws or regulations may be, and have been,
passed, or laws and regulations may be, and have been, enforced differently than they were before, which may expose us
to additional legal and regulatory risk or uncertainty and require the expenditure of additional resources to ensure that we
are able to comply. Such actions could also adversely restrict our business and operations. There could also be changes in
the FDA’s approval standards that could impact our ability to obtain product approval and market our product candidates
within the currently anticipated timeframes or otherwise impact the competitive market for our product candidates. Such
changes may necessitate the conduct of additional development work, including preclinical and clinical trials, and
manufacturing development. By example, for products intended for rare and serious diseases with unmet medical needs,
the FDA is authorized to exercise regulatory flexibility when making a medical risk-benefit judgment. It is possible that
whether and how the FDA exercises any regulatory flexibility in any particular case, including with respect to specialized
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pathways, such as accelerated approval, may change, which could impact our ability to obtain product approval. Further,
legal and regulatory changes may impact how we may market and sell our products in the future, if they are approved, as
well as how they are reimbursed. Moreover, there could be changes in the federal workforce, including reductions in force
that took place in 2025, and agency policies that may result in regulatory delays, including with respect to the FDA’s
review of marketing applications and other submissions, and that may impact the ability to communicate with and obtain
guidance from the agencies. We cannot predict the exact nature of any changes that may take place or whether and how
they may impact our business and results of operation.
Moreover, the ability of FDA to review and approve products may be impacted by a number of different factors, including
its budget and funding, the ability to hire and retain key personnel, the ability to accept user fees, and other regulatory and
policy changes. Any disruptions at the FDA may slow the time to approval of a new drug or may otherwise impact our
ability to obtain guidance from and interact with the agency. For instance, in recent years, the U.S. government has
experienced shutdowns. Should there be a prolonged government shutdown, it could significantly impact the ability of
FDA to review or slow FDA in its review of any of our submissions or applications, which could have a materially adverse
impact on our business.
Risks Related to Our Financial Position and Need for Additional Capital
We have incurred significant losses since our inception and based on our current commercial, research and
development plans, we expect to continue to incur significant operating expenses for the foreseeable future. We may
never generate profits from operations or maintain profitability.
Since inception, we have incurred significant operating losses. As of December 31, 2025, we had an accumulated deficit
of $2,964.2 million. We have financed our operations to date primarily through the private offerings of convertible senior
notes, public and “at the market offerings” of common stock, proceeds from royalty purchase agreements, private
placements of our convertible preferred stock and common stock, collaborations, bank and institutional lender debt, other
convertible debt, grant funding and clinical trial support from governmental and philanthropic organizations and patient
advocacy groups in the disease areas addressed by our product candidates. We have historically relied on revenue generated
from net sales of Translarna for the treatment of nmDMD in territories outside of the United States since 2014, Emflaza
for the treatment of DMD in the United States since 2017, Upstaza/Kebilidi for the treatment of AADC deficiency in the
EEA and U.S. since 2022 and 2025, respectively, and Sephience for the treatment of PKU since 2025. We have also relied
on revenue associated with milestone and royalty payments from Roche pursuant to the SMA License Agreement under
our SMA program and revenue generated from net sales of Tegsedi and Waylivra in Latin America and the Caribbean,
and license revenues related to performance obligations already completed pursuant to the Novartis Agreement. Based on
our current commercial, research and development plans, we expect to continue to incur significant operating expenses
for the foreseeable future, which we anticipate will be partially offset by revenues generated from the sale of our products
and our collaboration and royalty revenues. We may continue to generate operating losses through 2026 and, while we
anticipate that operating losses generated in future periods should decline versus prior periods, we may never generate
profits from operations or maintain profitability. The net losses we incur may fluctuate significantly from period to period.
There is a substantial risk that as a result of the EC’s adoption of the CHMP’s negative opinion we will lose a significant
portion of our ability to generate revenue from sales of Translarna in the EEA.
From time to time, we have engaged in strategic transactions to expand and diversify our product pipeline, including
through the acquisition of assets or businesses. In connection with these acquisitions, we have entered into agreements
through which we have ongoing obligations, including obligations to make contingent payments upon the achievement of
certain development, regulatory and net sales milestones or upon a percentage of net sales of certain products. See “Item 1.
Business-Our Ongoing Acquisition-Related Obligations” for further information regarding our acquisitions and our
ongoing obligations. We may engage in additional strategic transactions to expand and diversify our product pipeline,
including through the acquisition of assets, businesses, or rights to products, product candidates or technologies or through
strategic alliances or collaborations and we may incur expenses, including with respect to transaction costs, subsequent
development costs or any upfront, milestone or other payments or other financial obligations associated with any such
transaction.
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We anticipate that we will continue to incur significant expenses in connection with our commercialization efforts in the
United States, the EEA, Latin America, Japan and other territories, including expenses related to our commercial
infrastructure and corresponding sales and marketing, legal and regulatory, and distribution and manufacturing
undertakings as well as administrative and employee-based expenses. In addition to the foregoing, we expect to continue
to incur significant costs in connection with ongoing, planned and potential future clinical trials and studies for our splicing
and inflammation and ferroptosis programs as well as studies in our products for maintaining authorizations, label
extensions and additional indications.
In addition, the clinical and regulatory developments noted in this risk factor may exacerbate the risks related to our
commercialization efforts set forth under the heading “Risks Related to the Development and Commercialization of our
Products and our Product Candidates,” which could increase the costs associated with our commercial activities or have a
negative impact on our revenues.
We may seek to continue to expand and diversify our product pipeline through opportunistically in-licensing or acquiring
the rights to products, product candidates or technologies and we may incur expenses, including with respect to transaction
costs, subsequent development costs or any upfront, milestone or other payments or other financial obligations associated
with any such transaction, which would increase our future capital requirements.
With respect to our outstanding 1.50% convertible senior notes due September 15, 2026, or the 2026 Convertible Notes,
cash interest payments are payable on a semi-annual basis in arrears, which will require total funding of $4.3 million
annually. Additionally, the notes are currently convertible and will mature and become due and payable on September 15,
2026 unless earlier redeemed or converted.
In addition, our expenses will increase if and as we:
•
seek to satisfy contractual and regulatory obligations that we assumed through our acquisitions and
collaborations;
•
execute our commercialization strategy for our products, including initial commercialization launches of our
products, label extensions or entering new markets;
•
are required to complete any additional clinical trials, non-clinical studies or Chemistry, Manufacturing and
Controls, or CMC, assessments or analyses in order to advance our products or product candidates in the United
States or elsewhere;
•
are required to take other steps to maintain our current marketing authorizations for Translarna for the treatment
of nmDMD in geographies where it has approval;
•
initiate or continue the research and development of our splicing and inflammation and ferroptosis programs as
well as studies in our products for maintaining authorizations, label extensions and additional indications;
•
seek to discover and develop additional product candidates;
•
seek to expand and diversify our product pipeline through strategic transactions;
•
maintain, expand and protect our intellectual property portfolio; and
•
add operational, financial and management information systems and personnel, including personnel to support
our product development and commercialization efforts.
Our expenses may also increase as a result of economic conditions, such as potentially high inflation rates within the
jurisdictions that we operate, sustained high interest rates, or unfavorable fluctuations in foreign currency exchange rates.
Our ability to generate profits from operations and become and remain profitable depends on our ability to successfully
develop and commercialize drugs that generate significant revenue. This will require us to be successful in a range of
challenging activities, including:
•
commercializing and marketing all of our products and product candidates;
•
negotiating, securing, and maintaining adequate pricing, coverage and reimbursement terms, on a timely basis,
with third-party payors for our products and product candidates;
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•
successfully completing any post-marketing requirements imposed by regulatory agencies with respect to our
products;
•
expanding the territories in which we are approved to market our products;
•
successfully advancing our other programs and collaborations, including our splicing and inflammation and
ferroptosis programs as well as studies in our products for additional indications;
•
maintaining a global commercial infrastructure, including the sales, marketing and distribution capabilities to
effectively market and sell our products and product candidates throughout the world;
•
implementing marketing and distribution relationships with third parties in territories where we do not pursue
direct commercialization;
•
identifying patients eligible for treatment with our products and product candidates;
•
successfully developing or commercializing any product candidate or product that we may in-license or acquire;
•
protecting our rights to our intellectual property portfolio related to our products and product candidates; and
•
contracting for the manufacture and distribution of commercial quantities of our products and product candidates.
We may never succeed in these activities and, even if we do, may never generate revenues that are significant enough to
generate profits from operations. Even if we do generate profits from operations, we may not be able to sustain or increase
profitability on a quarterly or annual basis. Our failure to generate profits from operations and remain profitable would
decrease the value of our company and could impair our ability to raise capital, expand our business, maintain our research
and development efforts, diversify our product offerings or continue our operations. A decline in the value of our company
could also cause our stockholders to lose all or part of their investment in our company.
We may need additional funding. If we are unable to raise capital when needed, we could be forced to delay, reduce or
eliminate our product development programs or commercialization efforts.
As noted in the prior risk factor, we expect to incur significant expenses related to our clinical, regulatory, commercial,
legal, research and development, and other business efforts. We believe that our cash flows from product sales, together
with existing cash and cash equivalents, and marketable securities will be sufficient to fund our operating expenses and
capital expenditure requirements for at least the next twelve months. We have based this estimate on assumptions that may
prove to be wrong, and we could use our capital resources sooner than we currently expect.
Our future capital requirements will depend on many factors, including:
•
our ability to commercialize and market our products and product candidates that may receive marketing
authorization;
•
our ability to commercialize Sephience for the treatment of PKU in the jurisdictions in which it is approved;
•
the ability and willingness of individual countries within the EU to leverage Articles 117(3) and 5(1) of the EU
Directive 2001/83 to allow continued commercial use of Translarna.
•
our plans for vatiquinone, including with respect to the expected timing of clinical trials and studies, availability
of data, regulatory submissions and responses, meetings with regulatory agencies, and other matters;
•
our ability to negotiate, secure and maintain adequate pricing, coverage and reimbursement terms, on a timely
basis, with third-party payors for our products and product candidates;
•
unexpected decreases in revenue or increase in expenses resulting from potential widespread outbreaks of
contagious disease;
•
our ability to successfully complete all post-marketing requirements imposed by regulatory agencies with respect
to our products;
•
the progress and results of activities for our splicing and inflammation and ferroptosis programs as well as studies
in our products for maintaining authorizations, label extensions and additional indications;
•
the scope, costs and timing of our commercialization activities, including product sales, marketing, legal,
regulatory, distribution and manufacturing, for any of our products and for any of our other product candidates
that may receive marketing authorization;
•
the costs, timing and outcome of regulatory review of our splicing and inflammation and ferroptosis programs
and Sephience, Translarna and Upstaza in other territories;
•
our ability to satisfy our obligations under the indenture governing the 2026 Convertible Notes;
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•
the timing and scope of any potential future growth in our employee base;
•
the scope, progress, results and costs of preclinical development, laboratory testing and clinical trials for our other
product candidates, including those in our splicing and inflammation and ferroptosis programs;
•
revenue received from commercial sales of our products or any of our product candidates;
•
our ability to obtain additional and maintain existing reimbursed named patient and cohort EAP programs for
Translarna for the treatment of nmDMD on adequate terms, or at all;
•
the ability and willingness of patients and healthcare professionals to access Translarna through alternative means
if pricing and reimbursement negotiations in the applicable territory do not have a positive outcome;
•
the costs of preparing, filing and prosecuting patent applications, maintaining, and protecting our intellectual
property rights and defending against intellectual property-related claims;
•
the extent to which we acquire or invest in other businesses, products, product candidates, and technologies,
including the success of any acquisition, in-licensing or other strategic transaction we may pursue, and the costs
of subsequent development requirements and commercialization efforts, including with respect to our
acquisitions of Emflaza, Agilis, our inflammation and ferroptosis platform and Censa and our licensing of Tegsedi
and Waylivra; and
•
our ability to establish and maintain collaborations, including our collaborations with Roche and the SMA
Foundation and our collaboration with Novartis, and our ability to obtain research funding and achieve milestones
under these agreements.
Conducting preclinical testing and clinical trials is a time-consuming, expensive and uncertain process that takes years to
complete, and we may never generate the necessary data or results required to obtain regulatory approval and achieve
product sales for certain product candidates or indications. In addition, our products and product candidates, if approved,
may not achieve sustained commercial success. Likewise, if we fail to maintain our marketing authorization or lose non-
patent market exclusivity for our products and product candidates, we will be unable to commercialize and generate
revenue from the sales of those products.
Accordingly, we may need to continue to rely on additional financing in connection with our continuing operations and to
achieve our business objectives. In addition, we may seek additional capital due to favorable market conditions or based
on strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans.
Additional financing may not be available to us on acceptable terms or at all. If we are unable to raise capital when needed
or on attractive terms, we could be forced to delay, reduce or eliminate our research and development programs or our
commercialization efforts.
We may engage in strategic transactions to acquire assets, businesses, or rights to products, product candidates or
technologies or form collaborations or make investments in other companies or technologies that could harm our
operating results, dilute our stockholders’ ownership, increase our debt, or cause us to incur significant expense.
As part of our business strategy, we may engage in additional strategic transactions to expand and diversify our product
pipeline, including through the acquisition of assets, businesses, or rights to products, product candidates or technologies
or through strategic alliances or collaborations, similar to our acquisitions of Emflaza, Agilis, Censa and BioElectron’s
assets and the Tegsedi-Waylivra Agreement. We may not identify suitable strategic transactions, or complete such
transactions in a timely manner, on a cost-effective basis, or at all. Moreover, we may devote resources to potential
opportunities that are never completed, or we may incorrectly judge the value or worth of such opportunities. Even if we
successfully execute a strategic transaction, we may not be able to realize the anticipated benefits of such transaction, may
incur additional debt or assume unknown or contingent liabilities in connection therewith, and may experience losses
related to our investments in such transactions. Integration of an acquired company or assets into our existing business
may not be successful and may disrupt ongoing operations, require the hiring of additional personnel and the
implementation of additional internal systems and infrastructure, and require management resources that would otherwise
focus on developing our existing business. Even if we are able to achieve the long-term benefits of a strategic transaction,
our expenses and short-term costs may increase materially and adversely affect our liquidity. Any of the foregoing could
have a detrimental effect on our business, results of operations and financial condition.
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In addition, future strategic transactions may entail numerous operational, financial and legal risks, including:
•
incurrence of substantial debt, dilutive issuances of securities or depletion of cash to pay for acquisitions;
•
exposure to known and unknown liabilities, including possible intellectual property infringement claims,
violations of laws, tax liabilities and commercial disputes;
•
higher than expected acquisition and integration costs;
•
difficulty in integrating operations and personnel of any acquired business;
•
increased amortization expenses or, in the event that we write-down the value of acquired assets, impairment
losses;
•
impairment of relationships with key suppliers or customers of any acquired business due to changes in
management and ownership;
•
inability to retain personnel, customers, distributors, vendors and other business partners integral to an in-licensed
or acquired product, product candidate or technology;
•
potential failure of the due diligence processes to identify significant problems, liabilities or other shortcomings
or challenges;
•
entry into indications or markets in which we have no or limited direct prior development or commercial
experience and where competitors in such markets have stronger market positions; and
•
other challenges associated with managing an increasingly diversified business.
If we are unable to successfully manage any strategic transaction in which we may engage, our ability to develop new
products and continue to expand and diversify our product pipeline may be limited.
Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish
rights to our technologies or product candidates.
Until such time, if ever, as we can generate enough product revenues to cover our expenses, we expect to supplement our
cash needs through a combination of equity offerings, debt financings, royalty sales, collaborations, strategic alliances,
grants and clinical trial support from governmental and philanthropic organizations and patient advocacy groups in the
disease areas addressed by our product candidates; marketing, distribution, licensing or other arrangements.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, our stockholders’
ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that
adversely affect the rights of our common stockholders. Any debt financing, if available, may involve agreements that
include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, entering into
agreements involving licenses to our intellectual property, making capital expenditures or declaring dividends.
If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements
with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs
or product candidates; or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds
through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product
development or future commercialization efforts or grant rights to develop and market product candidates that we would
otherwise prefer to develop and market ourselves.
Our ability to use our net operating losses and certain other tax attributes to offset potential taxable income and related
income taxes that would otherwise be due is subject to limitation under the provisions of Sections 382 and 383 of the
Internal Revenue Code as a result of ownership changes of the Company and could be subject to further annual
limitations under such provisions. In addition, we may not generate sufficient future taxable income to use our net
operating losses and certain other tax attributes.
If a corporation undergoes an “ownership change” within the meaning of Sections 382 and 383 of the Internal Revenue
Code of 1986, as amended, or Sections 382 and 383, the corporation’s ability to utilize any net operating losses, or NOLs,
and certain tax credits and other tax attributes generated before such an ownership change, is limited. We believe that we
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have in the past experienced ownership changes within the meaning of Sections 382 and 383 that have resulted in
limitations under Sections 382 and 383 (and similar state provisions) on the use of our NOLs and other tax attributes.
Sections 382 and 383 are extremely complex provisions with respect to which there are many uncertainties, and we have
not requested a ruling from the United States Internal Revenue Service, or IRS, to confirm our analysis of the ownership
change limitations related to the NOLs and other tax attributes generated by us. Therefore, we have not established whether
the IRS would agree with our analysis regarding the application of Sections 382 and 383. We continue to fully evaluate
the impact of a limitation on the use of our NOLs and other tax attributes under Sections 382 and 383.
Moreover, our ability to use these NOLs to offset potential future taxable income and related income taxes that would
otherwise be due is dependent upon our generation of future taxable income. We generated taxable income that is subject
to income tax in 2025, but continue to maintain NOLs from previous years that will be carried forward.
Changes in our effective income tax rates and future changes to U.S. and non-U.S. tax laws could adversely affect our
results of operations.
We are subject to income taxes in the Unites States and various ex-U.S. jurisdictions. Taxes will be incurred as income is
earned in these different jurisdictions. Various factors may have favorable or unfavorable effects on our effective income
tax rate. These factors include, but are not limited to, interpretations of existing tax laws, changes in tax laws and rates,
the accounting for stock options and other share-based compensation, changes in accounting standards, future levels of
research and development spending, changes in the mix and level of pre-tax earnings by taxing jurisdiction, the outcome
of examinations by the IRS and other taxing authorities, the accuracy of our estimates for unrecognized tax benefits, the
realization of deferred tax assets, or changes to our ownership or capital structure. The impact on our income tax provision
resulting from the above-mentioned factors and others may be significant and could adversely affect our results of
operations.
Changes in tax laws or regulations, including further regulatory developments arising from U.S. tax reform legislation as
well as multi-jurisdictional changes enacted in response to the action items provided by the Organization for Economic
Cooperation and Development (OECD), may increase tax uncertainty and the amount of tax we pay.
The IRA was signed into law in August 2022, and the One Big Beautiful Bill Act, or OBBBA, was signed into law in July
2025. The IRA introduced new tax provisions, including a 1% excise tax imposed on certain stock repurchases by publicly
traded corporations. The 1% excise tax generally applies to any acquisition of stock by the publicly traded corporation (or
certain of its affiliates) from a stockholder of the corporation in exchange for money or other property (other than stock of
the corporation itself), subject to certain exceptions. Thus, the excise tax could apply to certain transactions that are not
traditional stock repurchases. The OBBBA contains numerous tax provisions that we are currently in the process of
evaluating, and which may significantly affect our business or financial condition. The recent changes under the OBBBA
include tax rate extensions and changes to the business interest deduction limitation, the expensing of domestic research
and development expenditures (in contrast to the continued capitalization and amortization of foreign research and
development expenditures), the bonus depreciation deduction rules, and the international tax framework.
Regulatory guidance under the IRA, the OBBBA, and other tax-related legislation is and continues to be forthcoming, and
such guidance could ultimately increase or lessen the impact of these laws on our business and financial condition. In
addition, it is uncertain if and to what extent various states will conform to changes to federal tax legislation.
Although we monitor actual and potential changes to the tax laws in the United States and other jurisdictions, it is very
difficult to assess to what extent these changes may impact the way in which we conduct our business or our effective tax
rate due to the unpredictability and interdependency of these changes. Changes in tax laws and related regulations and
practices could have a material adverse effect on our business operations, cash flows, effective tax rate, financial position
and results of operations.
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Risks Related to Regulatory Approval of our Products and our Product Candidates
We may not be able to obtain orphan drug exclusivity for our products or product candidates in either the United States
or the EU.
Regulatory authorities in some jurisdictions, including the United States and the EU, may designate drugs for relatively
small patient populations as orphan drugs. We have obtained orphan drug designations from the FDA and the EMA for
Sephience for the treatment of patients with hyperphenylalaninemia, including hyperphenylalaninemia caused by PKU,
Translarna for the treatment of nmDMD, Upstaza/Kebilidi for the treatment of AADC, Evrysdi for the treatment of SMA,
and vatiquinone for the treatment of FA. The FDA has also granted an orphan drug designation to Emflaza for the treatment
of DMD. We may also seek orphan drug designation and exclusivity for other product candidates, if we believe that the
product candidate may qualify. We, however, may not be able to obtain orphan drug designation in the future for any of
our other product candidates and, even if we obtain designation, we may ultimately not be able to obtain orphan drug
exclusivity. Obtaining orphan drug exclusivity, both in the United States and the EU, may be important to a product
candidate’s future success.
In the United States, under FDA’s current policy, if a product with an orphan drug designation subsequently receives the
first marketing authorization for the indication for which it has such designation, the product is entitled to seven years of
market exclusivity which precludes the FDA from approving another marketing application for the “same drug” for the
same orphan designated approved indication for that time period. When determining whether a drug is the “same drug” as
an orphan designated product, the FDA looks to the products’ molecular features and use. The specific sameness criteria,
however, varies based on whether the product is composed of small or large molecules and if the product is a gene therapy.
Moreover, for gene therapies, the sameness criteria are currently evolving. For example, the FDA issued a final guidance
document specific to sameness determinations. Depending on product characteristics, sameness may be determined by the
FDA on a case-by-case basis, making it difficult to predict when FDA may approve a product and whether periods of
exclusivity will effectively block competitors seeking to market products that are the same or similar to ours for the same
intended use.
In the EU, if an orphan designated product subsequently receives the first marketing authorization for the indication for
which it has received such a designation, the product is entitled to 10 years of market exclusivity, which, subject to certain
exceptions, precludes the EMA from accepting another marketing application for a similar medicinal product, even if the
new marketing application relies on independently generated data submitted as part of a full marketing authorization
application dossier. The EU exclusivity period can be reduced to six years, at the end of the fifth year, if a drug no longer
meets the criteria for orphan drug designation, including if the drug is sufficiently profitable so that market exclusivity is
no longer justified. In addition, a competing similar medicinal product may in limited circumstances be authorized prior
to the expiration of the market exclusivity period, including if it is shown to be safer, more effective or otherwise clinically
superior to the orphan product. In this context, a “similar medicinal product” is a medicinal product containing a similar
active substance or substances as contained in a currently authorized orphan medicinal product, and which is intended for
the same therapeutic indication. Product candidates can also lose orphan designation, and the related benefits, prior to
obtaining a marketing authorization if it is demonstrated that the orphan designation criteria are no longer met. The EC
has conducted a review of the Orphan Drug Regulation together with the Paediatric Regulation and political agreement on
the new regime was reached in December 2025. While the text is not yet available, the duration of orphan exclusivity is
likely to be reduced, and there are likely to be additional criteria to be met.
Obtaining orphan drug designation does not guarantee that we will be able to receive ultimate marketing approval. Orphan
drug designation neither shortens the development time or regulatory review time of a product candidate nor gives the
product candidate any advantage in the regulatory review or approval process. Moreover, the FDA may grant orphan drug
designation to multiple products that are considered to be the “same drug” for the same indication. If a competitor obtains
an orphan drug designation for and approval of a product with orphan drug exclusivity for the same indication as one of
our product candidates before we do and if the competitor’s product is the same drug, in the United States or a similar
medicinal product, in the EU, as ours, we could be excluded from the market for a period of time.
We also may not be able to maintain any orphan drug designations or exclusivities. For instance, orphan drug designations
may be revoked if the FDA finds that the request for designation contained an untrue statement of material fact or omitted
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material information, or if the FDA finds that the product candidate was not eligible for designation at the time of the
submission of the request. Even if we are able to receive and maintain orphan drug designations, we may ultimately not
receive any period of regulatory exclusivity if our product candidates are approved. For instance, we may not receive
orphan product regulatory exclusivity if the indication for which we receive FDA approval is broader than the orphan drug
designation. Orphan exclusivity may also be lost for the same reasons that designation may be lost. Orphan exclusivity
may further be lost if we are unable to assure a sufficient quantity of the product to meet the needs of patients with the rare
disease or condition.
Further, even if we do receive orphan drug exclusivity upon approval of a product candidate, this exclusivity is not
absolute. For example, if a competitive product that is the same drug or a similar medicinal product as one of our approved
products with orphan exclusivity is shown to be “clinically superior” to our product candidate as determined by the FDA
or EMA, respectively, any orphan drug exclusivity we have obtained will not block the approval of such competitive
product. Orphan exclusivity also would not block the FDA from approving a drug that is the same as our product candidates
for different indications or products that are different from ours for the same indication. Moreover, marketing exclusivity
would not prevent a provider from prescribing or using another drug off-label and third-party payors may reimburse for
products off-label even if not indicated for the orphan condition.
For certain of our products, periods of orphan drug exclusivity are important. For instance, for Emflaza, we have previously
relied on non-patent market exclusivity periods under the Orphan Drug Act to commercialize Emflaza in the United States.
Emflaza’s seven-year period of orphan drug exclusivity related to the treatment of DMD in patients five years and older
expired in February 2024. With the expiration of this orphan drug exclusivity, we have seen an increase in competition
from generic versions of Emflaza for this indication, which are generally priced less than Emflaza. Emflaza’s orphan drug
exclusivity related to the treatment of DMD in patients two years of age to less than five expires in June 2026. Healthcare
providers may also substitute the generic version(s) of Emflaza for patients two years of age to five, despite the fact that
the generic version(s) will not be approved for such indication until after June 2026.
The respective orphan designation and exclusivity frameworks in the United States and in the EU are subject to change,
and any such changes may affect our ability to obtain, or the impact of obtaining, United States or EU orphan designations
in the future.
All pharmaceutical products for which marketing authorization has been granted are subject to extensive and rigorous
governmental regulation and could be subject to restrictions or withdrawal from the market. We may also be subject to
penalties or other enforcement if we fail to comply with regulatory requirements or if we experience unanticipated
problems with our products, when and if any of them are approved, as well as our product candidates during
development.
We, our products and product candidates, our operations, our facilities, our suppliers and our contract manufacturers,
distributors, contract research organizations, clinical trial sites and contract testing laboratories are subject to extensive
regulation by governmental authorities in the United States, the EEA, and other territories, with regulations differing from
country to country.
We are not permitted to market our product candidates in the United States, the EEA, or other territories until we have
received requisite regulatory approvals. In order to receive and maintain such approvals, and to be compliant with
regulatory authority requirements, we and our third-party service providers must comply on a continuous basis with a
broad array of regulations and requirements. Depending on the stage of product development and whether a product is
approved these requirements may relate to establishment registration and product listing, the payment of user fees,
manufacturing processes, risk management measures, quality and pharmacovigilance systems (including reporting of
manufacturing deviations and adverse events), pre- and post-approval clinical and pre-clinical data and study conduct,
labeling, packaging, advertising, marketing and promotional activities (including product sampling), record keeping,
distribution, storage, and import and export of pharmaceutical products. Any regulatory approval of any of our products
or product candidates, once obtained, may be withdrawn. For example, our marketing authorization for Translarna for the
treatment of nmDMD in the EEA was subject to annual review and renewal by the EC following reassessment by the EMA
of the benefit-risk balance of the authorization, as well as the specific obligation to conduct and report the results of Study
041. In March 2025, the EC adopted the opinion of the CHMP to not renew the authorization of Translarna for the treatment
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of nmDMD, resulting in Translarna no longer having marketing authorization in the EEA. We now must rely on individual
countries to leverage Articles 117(3) and 5(1) of the EU Directive 2001/83 to allow continued commercial use of
Translarna.
After approving a drug, the FDA may withdraw product approval if compliance with regulatory standards is not maintained
or if safety problems occur after the product reaches the market. Requirements for additional clinical trials and studies to
confirm safety and effectiveness may be imposed as a condition of marketing approval. In addition, the FDA requires
surveillance programs to monitor approved products that have been commercialized, as well as REMS, and the agency has
the power to require changes in labeling or to prevent further marketing and distribution of a product. For example, we
were obligated to perform certain FDA post-marketing requirements in connection with our marketing authorization for
Emflaza in the United States, including clinical safety studies. Additionally, in certain geographies, marketing
authorizations for our products may be subject to renewal. There is no guarantee that we will be able to complete our post-
marketing obligations in accordance with the established timetables. Failure to complete the required studies in accordance
with the established timetables or failure to provide the requisite periodic reports on the status of post-marketing studies
in the absence of good cause could result in an enforcement action. Accordingly, we and others with whom we work must
continue to expend time, money, and effort in all areas of regulatory compliance, including manufacturing and distribution.
Regulatory authorities conduct ongoing reviews and inspections (remotely or in person) of marketed products, as well as
sponsors and manufacturing facilities. Regulatory authorities also conduct inspections of manufacturing facilities and
clinical trial sites before approving a product, which can delay approval. If compliance issues are found, it could also result
in refusal to approve marketing applications, disruption of production or distribution of a product or product candidate,
disruption, cancellation, or suspension of a study, or require substantial resources to correct.
Even if marketing authorization of a product candidate is granted, the approval may be subject to limitations on the
indicated uses for which the product may be marketed, the product may have labeling that includes significant restrictions,
warnings, including black box warnings, and contraindications, the regulatory authorities may not approve label claims
necessary for successful product marketing, or the approval may be subject to significant conditions of approval, including
the requirement of a REMS. A regulatory authority also may impose requirements for costly post-marketing studies or
clinical trials and surveillance to monitor the safety or efficacy of the product. In addition, the competent authorities of
each EU member state and the FDA closely regulate the post-approval marketing and promotion of drugs to ensure drugs
are marketed only for the approved indications and in accordance with the provisions of the approved labeling and
regulatory requirements. Such regulatory authorities can and do impose stringent restrictions on our communications
regarding off-label use and if we do not comply with the laws governing promotion of approved drugs, we may be subject
to enforcement action for off-label promotion. For example, violations of the FDCA relating to the promotion of
prescription drugs may lead to civil and criminal penalties, investigations alleging violations of federal and state healthcare
fraud and abuse laws, as well as state consumer protection laws. In 2025, FDA also increased its enforcement with respect
to promotion and advertising.
In addition, later discovery of previously unknown adverse events or other problems with our products, manufacturers or
manufacturing processes, or failure to comply with regulatory requirements, both before and after product approval, may
yield various results which could negatively affect our business, including:
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restrictions on such products, manufacturers or manufacturing processes;
•
changes to or restrictions on the labeling or marketing of a product;
•
modifications to promotional pieces;
•
issuance of corrective information;
•
clinical holds or termination of clinical trials;
•
changes in the way a product is administered;
•
liability for harm caused to patients or subjects;
•
adverse publicity, reputational harm, or the product becoming less competitive;
•
regulatory authority issuance of safety alerts, Dear Healthcare Provider letters, press releases, or other
communications containing warnings or other safety information about the product;
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restrictions on product distribution or use;
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requirements to implement a REMS;
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requirements to conduct post-marketing studies or clinical trials;
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warning, cyber or untitled letters;
•
withdrawal of the products from the market or marketing suspensions;
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refusal to approve pending applications or supplements to approved applications that we submit;
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recall of products;
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fines, restitution or disgorgement of profits or revenues;
•
suspension or withdrawal of marketing authorizations;
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refusal to permit the import or export of our products;
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product seizure or detention;
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injunctions;
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the imposition of civil or criminal penalties; or
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FDA debarment, suspension and debarment from government contracts, and refusal of orders under existing
government contracts, exclusion from federal healthcare programs, consent decrees, or corporate integrity
agreements.
Non-compliance with regulatory requirements regarding safety monitoring or pharmacovigilance, and with requirements
related to the development of products for the pediatric population, can also result in significant financial penalties.
Similarly, failure to comply with regulatory requirements regarding the protection of personal information can also lead
to significant penalties and sanctions.
Not only will we be responsible for our own conduct, but we will also be responsible for the conduct of our employees,
independent contractors, consultants, commercial partners, manufacturers, investigators, and contract research
organizations. To the extent that any of these third parties engage in intentional, reckless, negligent, or unintentional
failures to comply applicable legal and regulatory requirements, we may be subject to regulatory enforcement action, legal
actions and liability, and serious harm to our reputation. Moreover, it is possible for a whistleblower to pursue a False
Claims Act case against us as a result of such third-party conduct, even if the government considers the claim unmeritorious
and declines to intervene, which could require us to incur costs defending against such a claim.
Any of the above events could prevent us from achieving or maintaining market acceptance of the particular product
candidate, if approved, or could substantially increase the costs and expenses of developing and commercializing such
product, which in turn could delay or prevent us from generating significant revenues from its sale. Any of these events
could further have other material and adverse effects on our operations and business and could adversely impact our stock
price and could significantly harm our business, financial condition, results of operations, and prospects.
We may face competition from biosimilar, generic, and similar products approved through abbreviated pathways, as
well as products approved pursuant to full applications.
Our approved products may face competition from products approved via abbreviated pathways as well as products
approved pursuant to full applications. For example, our biologic products may face competition from biosimilar or
interchangeable products. In 2025, FDA also potentially made it easier for sponsors of biosimilar or interchangeable
products to obtain approval, easing requirements for biosimilar comparative efficacy clinical studies and interchangeable
product switching studies. Sponsors seeking approval of biosimilar or interchangeable products to ours would reference
our product in their applications. The applicable laws, however, establish certain protections for reference biologic
products. For example, there is a complex and involved framework for sponsors to bring patent infringement actions and
actions for declaratory judgment. Accordingly, we may need to pursue costly and time-consuming patent infringement
actions, which may include certain statutorily specified regulatory steps before an infringement action may be brought.
We may also need to spend time and money defending an action for declaratory judgement that is brought by the biosimilar
product sponsor.
Another protection established for biologic products is a period of 12 years of exclusivity for reference products that begins
on the date that the reference product was first licensed by the FDA. During this time, the FDA may not make the licensure
of a biosimilar product effective. Biosimilar applications can, however, be submitted for FDA review beginning four years
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after the date of the reference product’s first licensure. This exclusivity period, however, is subject to certain limitations.
For example, certain changes and supplements to an approved BLA, and certain subsequent applications filed by the same
sponsor, manufacturer, licensor, predecessor in interest, or other related entity do not qualify for the 12-year exclusivity
period. Moreover, there have been legislative efforts to decrease this period of exclusivity to a shorter timeframe. Future
proposed budgets, international trade agreements and other arrangements or proposals may affect periods of exclusivity.
Further, there is a risk that the FDA will not consider our biologic products to be reference products for competing products,
potentially creating the opportunity for biosimilar competition sooner than anticipated. Additionally, this period of
regulatory exclusivity does not apply to companies pursuing regulatory approval via their own traditional BLA, rather than
via the abbreviated pathway. Once approved, a biosimilar may be able to be substituted for any one of our reference
products in a way that is similar to traditional generic substitution for non-biological products. It is also possible that payers
will give reimbursement preference to biosimilars, even over reference biologics, absent a determination of
interchangeability. Similarly, in the EU, another company could gain approval for a competing product based on an
marketing authorization application with a completely independent data package that includes pharmaceutical tests,
preclinical tests and clinical trials subject to any orphan exclusivity that may be in place.
For small molecule drug products, a pharmaceutical manufacturer may file an ANDA seeking approval of a generic copy
of one of our approved products. A manufacturer could also submit an NDA under section 505(b)(2), referencing the
FDA’s finding of safety and efficacy for one of our drug products, while also conducting its own studies to support any
product changes. Any ANDA or 505(b)(2) NDA products referencing our approved products would be required to submit
patent certifications to the FDA. Unless the applicant does not seek approval until any of our Orange Book listed patents
expire or, to the extent possible, carve out any of our Orange Book listed method of use patents, such an applicant would
be required to submit what is known as a “Paragraph IV certification,” challenging the validity or enforceability of, or
claiming non-infringement of, the listed patent or patents. This would provide us with an opportunity to sue to enforce our
patents, which would stay any FDA approval for 30 months from the patent or application owner’s receipt of the notice of
the paragraph IV certification, the expiration of the patent, when the infringement case concerning each such patent is
favorably decided in the applicant’s favor or settled, or such shorter or longer period as may be ordered by a court. While
this would delay the approval of the generic or 505(b)(2) product, such actions would require significant time and cost.
Our small molecule drug products may also be eligible for certain periods of regulatory exclusivity (e.g., five years for
new chemical entities and three years for changes to an approved drug requiring a new clinical study), which preclude
FDA approval (or in some circumstances, FDA filing and review of) an ANDA or 505(b) (2) NDA relying on the FDA’s
finding of safety and effectiveness for the innovative drug. These exclusivities, however, are also subject to certain
limitations. For instance, they would not block FDA acceptance and approval of full NDA applications.
Even with the various protections in place, we may not be successful in securing or maintaining proprietary patent
protection for our products and product candidates necessary to prevail should we need to bring any challenges under the
above FDA regulatory structures. We may also not receive any anticipated periods of regulatory exclusivity. Competition
that our products may face from biosimilar, interchangeable, generic, or 505(b)(2) NDA products could materially and
adversely impact our future revenue, profitability, and cash flows and substantially limit our ability to obtain a return on
the investments we have made in those product candidates. In the United States, this risk has increased in recent years as
the FDA and the U.S. government have taken steps to encourage increased drug and biologic competition in the market,
in an effort to bring down the cost of pharmaceutical products.
Commercialization of Sephience, Translarna and Upstaza has been in, and is expected to continue to take place in,
countries that tend to impose strict price controls, which may adversely affect our revenues. Failure to obtain and
maintain acceptable pricing and reimbursement terms for Sephience for PKU, Translarna for the treatment of
nmDMD, or Upstaza for the treatment of AADC deficiency in the EEA and other countries where these products are
available would delay or prevent us from marketing our product in such regions, which would adversely affect our
business, results of operations, and financial condition. In addition, the decision of the EC to withdraw Translarna’s
marketing authorization materially limits our ability to make Translarna available in the EEA on a reimbursed basis
and may impact our revenues in the EEA and regions that relied on the EEA marketing authorization. In addition,
some countries in the EEA may require us to make payments based on the withdrawal of the Translarna marketing
authorization and related actions by regulatory authorities overseeing market access systems in those countries.
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In some countries, particularly the member states of the EEA, the pricing of prescription pharmaceuticals is subject to
strict governmental control. Each country in the EEA has its own pricing and reimbursement regulations and may have
other regulations related to the marketing and sale of pharmaceutical products in the country. We generally will not be
able to commence commercial sales of Sephience for the treatment of PKU, Translarna for the treatment of nmDMD, or
Upstaza for the treatment of AADC deficiency pursuant to the marketing authorization granted by the EC in any particular
member state of the EEA until we conclude the applicable pricing and reimbursement negotiations and comply with any
licensing, employment or related regulatory requirements in that country. In some countries we may be required to conduct
additional clinical trials or other studies of our product, including trials that compare the cost-effectiveness of our product
to other available therapies in order to obtain reimbursement or pricing approval. We may not be able to conclude pricing
and reimbursement negotiations or comply with additional regulatory requirements in the countries in which we seek to
commercialize Sephience, Translarna, or Upstaza on a timely basis, or at all.
The pricing and reimbursement process varies from country to country and can take a substantial amount of time from
initiation to completion. Pricing negotiations may continue after reimbursement has been obtained. We cannot predict the
timing of the commercial launch of our products in countries where we are awaiting pricing and reimbursement guidelines.
While we have submitted pricing and reimbursement dossiers with respect to Sephience for the treatment of PKU,
Translarna for the treatment of nmDMD, and Upstaza for the treatment of AADC deficiency in many EEA countries, we
have only received both pricing and reimbursement approval on terms that are acceptable to us in a limited number of
countries.
The price that is approved by governmental authorities in any country pursuant to commercial pricing and reimbursement
processes may be significantly lower than the price we are able to charge for sales under our reimbursed EAP programs
and various forms of national “market access agreements” may need to be entered into to achieve reimbursement. In some
instances, reimbursement may be subject to challenge, reduction or denial by the government and other payors. In some
countries, EAP and commercial sales of a product can begin while pricing and reimbursement rates are under discussion
with the applicable government health programs. In the event that the negotiated price of the product is lower than the
amount reimbursed for sales made prior to the conclusion of price negotiations, we may become obligated to repay such
excess amount to the applicable government health program. We will make such retroactive reimbursement, if any,
following the conclusion of price negotiations with the applicable government health authority.
In addition, the decision of the EC to not renew Translarna’s marketing authorization for the treatment of nmDMD
following the negative opinion of the CHMP materially limits our ability to make Translarna available in the EEA or to
receive reimbursement in connection with such continued availability. While the unprecedented EC decision referenced
the possibility for individual countries within the European Union to leverage Articles 117(3) and 5(1) of the EU Directive
2001/83 to allow continued use of Translarna, many EEA countries have not adopted a mechanism for reimbursed access,
and those that have done so have placed time restrictions and other conditions on patients. Some countries may never do
so, or may request price adjustments or even seek to collect funds from us based on the nonrenewal of the Translarna
marketing authorization. For example, in France, the relevant regulatory authorities published a formal decree removing
Translarna from the list of medicines available, which triggered a process to determine any payment we may owe based
on an analysis of the difference between the price at which Translarna was reimbursed historically and a comparator
product. It is possible that this process may result in our making a payment to the French authorities that is materially
different from our prior estimates in France for the applicable period.
Political, economic and regulatory developments may further complicate pricing and reimbursement negotiations and there
can be considerable pressure by governments and other stakeholders on prices and reimbursement levels, including as part
of cost containment measures. In addition, adverse clinical and regulatory developments may exacerbate these risks.
Reference pricing used by various EU member states and parallel distribution, or arbitrage between low-priced and high-
priced member states, can further reduce prices and revenues. Publication of discounts by third-party payors or authorities
may lead to further pressure on prices or reimbursement levels within the country of publication and other countries.
If we fail to successfully secure and maintain pricing and reimbursement coverage for Sephience, Translarna or Upstaza
or are significantly delayed in doing so or if burdensome conditions are imposed by private payers, government authorities
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or other third-party payors on such reimbursement, planned launches in the affected countries will be delayed and our
business, results of operations and financial condition could be adversely affected.
Our relationships with customers, healthcare providers and professionals, patients, patient organizations, and third-
party payors are or will be subject to applicable anti-kickback, fraud and abuse, transparency and other healthcare
laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational
harm and diminished profits and future earnings.
Healthcare professionals and third-party payors play a primary role in the recommendation and prescription of any
products or product candidates. Our arrangements with customers, healthcare professionals and third-party payors may
expose us to broadly applicable fraud and abuse, transparency and other healthcare laws and regulations that may constrain
the business or financial arrangements and relationships through which we market, sell and distribute our products for
which we obtain marketing authorization. Failure to maintain a comprehensive and effective compliance program, and to
integrate the operations of any acquired businesses into a combined comprehensive and effective compliance program on
a timely basis, could result in business practices and operations that expose us to a range of regulatory and enforcement
actions that could adversely affect our ability to commercialize our products and could harm or prevent sales of the affected
products, or could substantially increase the costs and expenses of commercializing and marketing our products.
There are numerous restrictions and reporting requirements under applicable U.S. federal and state healthcare laws and
regulations, and equivalent laws and regulations in the EU and other countries in which we operate, as well as self-
regulatory codes. Efforts to ensure that we and our business arrangements with third parties will comply with applicable
healthcare laws, regulations, transparency requirements and self-regulatory codes have and will continue to involve
substantial costs. We cannot guarantee that we, our employees, our consultants, our third-party contractors, or the
healthcare professionals or entities with whom we expect to do business, are or will be in compliance with all federal,
state, local, and ex-U.S. regulations and codes. It is possible that governmental authorities could conclude that our business
practices may not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or
other healthcare laws and regulations. Violations of any of these laws and other applicable healthcare fraud and abuse laws
may be punishable by criminal and civil sanctions, including criminal fines, civil monetary penalties and damages,
exclusion from federal healthcare programs (including Medicare and Medicaid), suspension and debarment from
government contracts, refusal of orders under existing government contracts, disgorgement, corporate integrity agreements
and deferred- or non-prosecution agreements, which impose, among other things, rigorous operational and monitoring
requirements on companies, reputational harm, diminished profits and future earnings, and the curtailment or restructuring
of our operations, any of which could adversely affect, perhaps materially, our ability to operate our business, including
to commercialize, sell or distribute any drug, and our results of operations. Similar sanctions and penalties, as well as
imprisonment, also can be imposed upon directors, officers, managers and employees. Even if we were not determined to
have violated these laws, government investigations into these issues typically require the expenditure of significant time
and resources and generate negative publicity, which could also have an adverse effect on our business, financial condition
and results of operations.
Legislative and regulatory changes affecting the pharmaceutical industry or the healthcare system more broadly may
increase the difficulty and cost for us to obtain or maintain marketing authorization of and commercialize our products
and product candidates and affect the coverage and reimbursement we may obtain.
Our industry is highly regulated and changes in law may adversely impact our business, operations, or financial results. In
the United States and some ex-U.S. jurisdictions, there have been a number of legislative and regulatory changes and
proposed changes regarding the healthcare system that could prevent or delay marketing authorization of our products or
product candidates, restrict or regulate post-approval activities and affect our ability to profitably sell any products or
product candidates for which we have obtained, or may obtain, marketing authorization.
Certain provisions of enacted or proposed legislative changes may negatively impact coverage and reimbursement of
healthcare items and services. For example, in the United States, the Medicare Prescription Drug, Improvement, and
Modernization Act of 2003, or the Medicare Modernization Act, requires manufacturers to calculate and report a drug’s
Average Sales Price used to reimburse providers for physician-administered drugs under Medicare Part B and changed the
way Medicare covers and pays for pharmaceutical products. Cost reduction initiatives and other provisions of this
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legislation could decrease the coverage and reimbursement that we receive for any approved products. While the Medicare
Modernization Act applies only to drug benefits for Medicare beneficiaries, private payors often follow Medicare coverage
policy and payment limitations in setting their own policies. Therefore, any restrictions to coverage or reductions in
reimbursement that result from the Medicare Modernization Act may result in a similar coverage restriction or
reimbursement reduction from private payors. In addition, private payors may implement coverage restrictions or payment
reductions independently from federal programs such as Medicare.
Similarly, in the United States, the Affordable Care Act contains provisions that may reduce the profitability of drug
products. However, legal challenges to the Affordable Care Act may contribute to the uncertainty of the ongoing
implementation and impact of the Affordable Care Act and also underscore the potential for additional reform going
forward. We cannot assure that the Affordable Care Act, as currently enacted or as amended in the future, will not adversely
affect our business and financial results.
Promulgated and proposed regulatory changes could also affect coverage or reimbursement of our products and in 2016,
CMS issued a final rule regarding the Medicaid drug rebate program, which among other things, revises the manner in
which the “average manufacturer price” is to be calculated by manufacturers participating in the program and implements
certain amendments to the Medicaid rebate statute created under the ACA. More recently, Congress amended the Medicaid
statute, effective October 1, 2019, to exclude prices paid by secondary manufacturers for an authorized generic drug (but
not a product approved under the BLA process) from the NDA holder’s AMP for the brand, thereby increasing the rebate
amount and the 340B price for the brand. This was implemented by CMS in a final rule issued December 31, 2020. The
rule also expanded the definition of products identified as “line extensions” and, in certain circumstances, required
inclusion of patient copay assistance in Medicaid best price (effective January 1, 2023), thereby potentially increasing
Medicaid rebates paid by manufacturers for such drugs. 340B program guidance regulations on civil monetary penalties
for statutory violations, which had been finalized in early 2017 but deferred, also went into effect on January 1, 2019.
In 2020, the Trump administration issued several executive orders intended to lower the costs of prescription products and
certain provisions in these orders have been incorporated into regulations. These regulations include an interim final rule
implementing a most favored nation model for prices that would tie Medicare Part B payments for certain physician-
administered pharmaceuticals to the lowest price paid in other economically advanced countries, effective January 1, 2021.
While this rule now has been rescinded, in November 2025, CMS introduced the GENEROUS Model (launching 2026),
which requires manufacturers to provide rebates aligned with most favored nation pricing to participating state Medicaid
programs that opt into the program.
On August 16, 2022, the IRA was signed into law by President Biden. This legislation has implications for Medicare Part
D, which is a program available to individuals who are entitled to Medicare Part A or enrolled in Medicare Part B to give
them the option of paying a monthly premium for outpatient prescription drug coverage. Among other things, the IRA
requires manufacturers of certain drugs to engage in price negotiations with Medicare (negotiated prices for the first 10
selected drugs effective beginning in 2026), with prices that can be negotiated subject to a cap; imposes rebates under
Medicare Part B and Medicare Part D to penalize price increases that outpace inflation (first due in 2023); and replaces
the Part D coverage gap discount program with a new discounting program (beginning in 2025). The IRA permits the
Secretary of the HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial
years.
Specifically, with respect to price negotiations, Congress authorized Medicare to negotiate lower prices for certain costly
single-source drug and biologic products that do not have competing generics or biosimilars and are reimbursed under
Medicare Part B and Part D. CMS may negotiate prices for ten high-cost drugs paid for by Medicare Part D effective
starting in 2026, followed by 15 Part D drugs in 2027, 15 Part B or Part D drugs in 2028, and 20 Part B or Part D drugs in
2029 and beyond. This provision applies to drug products that have been approved for at least 7 years and biologics that
have been licensed for 11 years, but it does not apply to drugs and biologics that have been approved for a single rare
disease or condition. Nonetheless, since CMS may establish a maximum price for these products in price negotiations, we
would be fully at risk of government action if our products are the subject of Medicare price negotiations. Moreover, given
the risk that could be the case, these provisions of the IRA may also further heighten the risk that we would not be able to
achieve the expected return on our drug products or full value of our patents protecting our products if prices are set after
such products have been on the market for nine years.
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Further, the legislation subjects drug manufacturers to civil monetary penalties and a potential excise tax for failing to
comply with the legislation by offering a price that is not equal to or less than the negotiated “maximum fair price” under
the law or for taking price increases that exceed inflation. The legislation also requires manufacturers to pay rebates for
drugs in Medicare Part D whose price increases exceed inflation. The new law also caps Medicare out-of-pocket drug
costs beginning in 2025, at $2,000 a year. Failure to participate in negotiations or to reach an agreement can result in a
manufacturer being required to withdraw all drug products from coverage under Medicare and Medicaid. Drug price
negotiations and other program implementation measures could potentially be affected by the change in leadership at
Health and Human Services (HHS) and the Centers for Medicare and Medicaid Services (CMS) under the new
administration.
We anticipate that the U.S. Congress, administrative agencies, state legislatures and the private sector will continue to
consider and may adopt healthcare policies intended to curb rising healthcare costs. These cost containment measures may
include:
•
controls on government funded reimbursement for drugs;
•
caps or mandatory discounts under certain government sponsored programs;
•
controls on healthcare providers;
•
challenges to the pricing of drugs or limits on reimbursement of specific products through other means;
•
reform of drug importation laws and policies;
•
expansion of use of managed care systems in which the healthcare providers contract to provide comprehensive
healthcare for a fixed cost per person; and
•
requirements or restrictions related to direct-to-consumer advertising or drug marketing practices.
We are unable to predict what additional legislation, regulations or policies, if any, relating to the healthcare industry or
third-party coverage and reimbursement may be enacted in the future or what effect such legislation, regulations or policies
would have on our business. In particular, we are unable to predict what changes the current administration will implement
through the U.S. Congress or future executive orders and how these would impact us. Any cost containment measures,
including those listed above, or other healthcare system reforms that are adopted, could significantly decrease the available
coverage and the price we might establish for our products, which would have an adverse effect on our net revenues and
operating results. Changes in FDA laws, regulations, and policies may also make it more difficult to obtain and maintain
marketing authorizations.
In the EU, similar political, economic and regulatory developments may affect our ability to profitably commercialize
Sephience, Translarna, Upstaza and our product candidates. In addition to continuing pressure on prices and cost
containment measures, legislative developments at the EU or member state level may result in significant additional
requirements or obstacles that may increase our operating costs. We cannot predict how future changes relating to
healthcare reform in the EU, the United States, or other territories, will affect our business.
Legislative and regulatory proposals have also been made to expand post-approval requirements, limit regulatory
exclusivity periods or the applicability of such exclusivity periods, restrict sales and promotional activities for
pharmaceutical products and to otherwise encourage competition in the market and bring down drug prices, including
proposals and regulatory actions related to drug importation. We cannot be sure whether additional legislative or regulatory
changes will be enacted in any territory in which we are authorized, or become authorized, to market our products or
product candidates, or whether applicable regulations, guidance or interpretations will be changed, or what the impact of
such changes on the marketing authorizations of our products or product candidates, if any, may be. In addition, increased
scrutiny by the U.S. Congress of the FDA’s approval process or by comparable ex-U.S. bodies overseeing regulatory
authorities in other territories may significantly delay or prevent marketing authorization, as well as subject us to more
stringent product labeling and post-marketing testing and other requirements. We cannot predict how future changes
relating to pre- and post-marketing approval and requirements will affect our business.
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Risks Related to Our Business
We may expend our resources to pursue a particular product, product candidate or indication and fail to capitalize on
product candidates or indications that may be more profitable or for which there is a greater likelihood of success.
We focus on products, research programs and product candidates for specific indications. As a result, we may forgo or
delay pursuit of opportunities with other product candidates or for other indications that later prove to have greater
commercial potential.
In addition, we have previously commenced clinical trials that were not successful for a number of reasons, including
inconsistent or negative data and difficulties identifying qualified patients. Our resource allocation decisions may cause
us to fail to capitalize on viable commercial products or profitable market opportunities. Our spending on current and
future research and development programs and product candidates for specific indications may not yield any commercially
viable products.
Notwithstanding our large investments to date and anticipated future expenditures in proprietary technologies for small-
molecule drug discovery, to date we have been granted marketing authorization for a limited number of commercial
products and have not achieved profitability. We may never realize a return on investment. We may not be able to
successfully renew or satisfy the ongoing requirements of our current marketing authorizations for our current products
and we may never successfully develop any other marketable drugs or indications using our scientific approach. As a result
of pursuing the development of product candidates using our proprietary technologies, we may fail to develop product
candidates or address indications based on other scientific approaches that may offer greater commercial potential or for
which there is a greater likelihood of success. Research programs to identify new product candidates require substantial
technical, financial and human resources. These research programs may initially show promise in identifying potential
product candidates, yet fail to yield product candidates for clinical development. For example, in November 2024, we
announced that the global Phase 2 placebo-controlled CardinALS study of utreloxastat for the treatment of ALS did not
meet its primary endpoint of slowing disease progression on the composite ALSFRS-R and mortality analysis. Due to the
lack of efficacy and biomarker signal, further development of utreloxastat for the treatment of ALS was not planned after
previous investments in this product candidate.
If we do not accurately evaluate the commercial potential or target market for a particular product candidate, we may
relinquish valuable rights to that product candidate through collaboration, licensing or other royalty arrangements in cases
in which it would have been more advantageous for us to retain sole development and commercialization rights to such
product candidate.
We contract with third parties for the manufacture and distribution of our products and certain of our product
candidates, which may increase the risk that we will not have sufficient quantities of our products or product candidates,
such quantities may not meet the applicable regulatory quality standards, or such quantities at an acceptable cost,
which could delay, prevent or impair our commercialization or development efforts.
We have limited personnel with experience in drug manufacturing and currently rely on third parties to manufacture our
products and certain product candidates on a clinical or commercial scale. We currently rely on third parties for supply of
the active pharmaceutical ingredients used in all of our products and product candidates. We outsource most of the
manufacturing, packaging, labeling and distribution of our products and certain of our product candidates to third parties,
including our commercial supply of Sephience, Translarna, Emflaza and Upstaza/Kebilidi.
We do not directly control manufacturing for our products and product candidates and we are dependent on and will
continue to be dependent on, our contract manufacturers for compliance with cGMP or good distribution practice, or GDP,
or similar regulatory requirements outside the EU and the United States for manufacture of both active drug substances
and finished drug products. Should we or our contract manufacturers fail to comply with these requirements, we and they
could face significant regulatory and commercial consequences. For example, regulatory authorities routinely inspect
manufacturing and other drug/biologic facilities. Our manufacturers and manufacturing facilities must also be approved
by such regulatory authorities pursuant to inspections that will be conducted after we submit our marketing applications
and will be subject to continuing regulatory authority inspections should we receive marketing approval. If we or our
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contract manufacturers cannot successfully manufacture material that conforms to our specifications and the strict
regulatory requirements of the EU member state regulatory authorities, FDA, or other ex-U.S. regulatory agencies, we and
they will not be able to secure and/or maintain regulatory approval for the manufacturing facilities, and we would not be
able to secure and/or maintain, or may be delayed in securing regulatory approval of marketing applications or supplements
for the applicable products or product candidates. We may also have to repeat studies that used product that did not conform
with applicable requirements. In addition, we or third-party manufacturers or distributors may not be able to comply with
generally accepted worker safety standards, cGMP, GDP or similar regulatory requirements outside the EU and the United
States. Our failure, or the failure of our third-party manufacturers or distributors, over whom we have no direct control, to
comply with applicable regulations could result in sanctions being imposed on us, including fines, injunctions, civil
penalties, delays, suspension or withdrawal of approvals, clinical holds or termination of clinical studies, warning or
untitled letters, regulatory communications warning the public about safety issues with a product, import or export refusals,
license revocation, seizures, detentions, or recalls of product candidates or products, operating restrictions, criminal
prosecutions or debarment, suits under the civil False Claims act, corporate integrity agreements, or consent decrees, any
of which could significantly and adversely affect our reputation and supplies of our products or product candidates and
our business, results of operations and financial condition could be materially adversely affected.
In addition, we have no direct control over the ability of our contract manufacturers to maintain adequate quality control,
quality assurance and qualified personnel. Furthermore, all of our contract manufacturers are engaged with other
companies to supply and/or manufacture materials or products for such companies, which exposes our manufacturers to
regulatory risks for the production of such other materials and products. As a result, failure to meet the regulatory
requirements for the production of those materials and products may generally affect the regulatory status of our contract
manufacturers’ facilities and our products or product candidates. If the FDA, EU member state regulatory authorities or a
comparable ex-U.S. regulatory agency do not approve these or our facilities for the manufacture of our products or product
candidates, makes significant findings that make the compliant manufacture of our products or product candidates
impossible or impracticable, or if it withdraws its approval in the future, we may need to find alternative manufacturing
facilities, which would negatively impact our ability to develop, obtain regulatory approval for or market our products or
product candidates, if approved. Any foreign manufacturing facilities may also be subject to increased FDA scrutiny.
There is also no guarantee that we would be able to find alternative manufacturing facilities or enter into agreements with
alternative manufacturers on favorable terms. There may be limited manufacturers who would have the ability to
manufacture our products and product candidates, especially our gene therapy product candidates, particularly as the
pharmaceutical manufacturing industry becomes increasingly more consolidated. Moreover, any alternative manufacturers
would need to be approved by the relevant regulatory authority, which approval is not guaranteed. We, accordingly, may
not be able to make alternative manufacturing arrangements, which could adversely affect our products, product
candidates, and our business, results of operations and financial condition. See “Item 1. Business—Manufacturing” for
additional information regarding the manufacturing of our products and product candidates.
Even if we are able to establish and maintain arrangements with third-party manufacturers, distributors and other third
parties, reliance on such third parties entails additional risks, including:
•
reliance on the third party for regulatory compliance and quality assurance;
•
the possible breach of the agreements by the third party;
•
the possible misappropriation of our proprietary information, including our trade secrets and know-how;
•
the possibility of commercial supplies of our products not being distributed to commercial vendors or end users
in a timely manner, resulting in lost sales;
•
the possibility of clinical supplies not being delivered to clinical sites on time, leading to clinical trial
interruptions;
•
the possibility of third-party resources not being devoted in the manner necessary to satisfy our requirements
within the expected time frame;
•
the possibility of third parties not providing us with accurate or timely information regarding their inventories,
the number of patients who are using our products, or serious adverse events and/or product complaints regarding
our products;
•
the possibility of third parties being unable to satisfy their financial obligations to us or to others; and
•
the possible termination or nonrenewal of a critical agreement by the third party at a time that is costly or
inconvenient to us.
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Many additional factors could cause production or distribution interruptions with the manufacture and distribution of any
of our products and product candidates, including human error, natural disasters, labor disputes, acts of terrorism or war,
equipment malfunctions, contamination, supply chain disruption, including disruptions caused by outbreaks of contagious
disease, any new tariffs imposed in the jurisdictions in which we operate, or raw material and component shortages. For
example, we have previously experienced delays in receiving certain raw materials in connection with supply chain
disruptions caused by the COVID-19 pandemic, however, these delays did not affect or delay our manufacturing given
our inventories for such materials at the time. If future supply chain disruptions create prolonged delays, the supplies of
our products or product candidates may be significantly and adversely affected and our business, results of operations and
financial condition could be materially adversely affected.
Our products and product candidates and any other products that we may develop may compete with other product
candidates and products for access to manufacturing facilities. There are a limited number of manufacturers that operate
under cGMP regulations and that might be capable of manufacturing for us. In addition, changes in cGMP regulations
could negatively impact our ability or the ability of our contract manufacturers to complete the manufacturing process of
our products and our product candidates in a compliant manner on the schedule we require for commercial and clinical
trial use, respectively.
If we or the third parties that we engage to manufacture product for our commercial sales, preclinical tests and clinical
trials should, prior to the time that we have validated alternative providers, cease to continue to do so for any reason, we
likely would experience delays in our ability to supply our products or product candidates to patients or in our ability to
advance our clinical trials while we identify and qualify replacement suppliers and we may be unable to obtain replacement
supplies on terms that are favorable to us. In addition, if we are not able to obtain adequate supplies of our products or
product candidates or the drug substances used to manufacture them, we will lose commercial sales revenue and it will be
more difficult for us to develop our product candidates and compete effectively.
In addition, to the extent that any contract manufacturers that we engage develop proprietary manufacturing processes or
procedures, should we need to change manufacturers, we may not be able to transfer know-how to a new manufacturer. In
such a case, the new manufacturer would need to invest substantial time, money, and effort to develop its own processes
and procedures, which would require regulatory authority approval.
Third parties might illegally distribute and sell counterfeit or unfit versions of our products that do not meet our rigorous
manufacturing and testing standards. A patient who receives a counterfeit or unfit drug may be at risk for a number of
dangerous health consequences. Our reputation and business could suffer harm as a result of counterfeit or unfit drugs sold
under our brand name. In addition, thefts of inventory at warehouses, plants or while in-transit, which are not properly
stored and which are sold through unauthorized channels, could adversely impact patient safety, our reputation and our
business.
Our current and anticipated future dependence upon others for the manufacture and distribution of Sephience, Translarna,
Emflaza, Upstaza, Kebilidi, Tegsedi, Waylivra and our product candidates may adversely affect our business, financial
condition, results of operations and limit our ability to grow including our ability to develop product candidates and
commercialize our products that receive regulatory approval on a timely and competitive basis.
We rely on third parties to conduct our preclinical and clinical trials, and those third parties may not perform
satisfactorily, including failing to meet deadlines for the completion of such trials.
We do not independently conduct preclinical or clinical trials for our products or product candidates. We rely on third
parties, such as contract research organizations, clinical data management organizations, medical institutions and clinical
investigators, to perform this function. While we have agreements governing the activities of such third parties, we have
limited influence and control over their actual performance and activities. For instance, our third-party service providers
are not our employees, and except for remedies available to us under our agreements with such third parties we cannot
control whether or not they devote sufficient time and resources to our ongoing clinical, non-clinical, and preclinical
programs. If these third parties do not successfully carry out their contractual duties, meet expected deadlines or conduct
our preclinical studies or clinical trials in accordance with regulatory requirements or our stated protocols, if they need to
be replaced or if the quality or accuracy of the data they obtain is compromised due to the failure to adhere to our protocols,
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regulatory requirements or for other reasons, our trials may be repeated, extended, delayed, or terminated, we may not be
able to obtain, or may be delayed in obtaining, marketing approvals for our product candidates, we may not be able to, or
may be delayed in our efforts to, successfully commercialize our product candidates, or we or they may be subject to
regulatory enforcement actions. As a result, our results of operations and the commercial prospects for our product
candidates would be harmed, our costs could increase and our ability to generate revenues could be delayed. To the extent
we are unable to successfully identify and manage the performance of third-party service providers in the future, our
business may be materially and adversely affected. Further, any of these third parties may terminate their engagements
with us at any time. If we need to enter into alternative arrangements, it will delay our product development activities.
Our reliance on these third parties for clinical development activities reduces our control over these activities but does not
relieve us of our responsibilities. For example, we remain responsible for ensuring that each of our clinical trials is
conducted in accordance with the general investigational plan and protocols for the trial. We are required to monitor the
activities of these third parties but our monitoring may not be able to detect any existing or emerging issues. Moreover,
the FDA requires us to comply with standards, commonly referred to as GCP for conducting, recording and reporting the
results of clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity and
confidentiality of trial participants are protected. We also are required to register ongoing clinical trials and post the results
of completed clinical trials on a government-sponsored database, ClinicalTrials.gov, within certain timeframes. Failure to
do so can result in fines, adverse publicity and civil and criminal sanctions. In addition, we will be required to report certain
financial interests of our third-party investigators if these relationships exceed certain financial thresholds or meet other
criteria. The FDA or comparable ex-U.S. regulatory authorities may question the integrity of the data from those clinical
trials conducted by investigators who may have conflicts of interest. We must further ensure that our preclinical trials are
conducted in accordance with good laboratory practices, or GLPs, as appropriate. Regulatory authorities enforce these
requirements through periodic inspections (remotely or in person) of trial sponsors, clinical and preclinical investigators,
and trial sites. Similar GCP and transparency requirements apply in the EU. Failure to comply with the applicable
regulatory requirements, including with respect to clinical trials conducted outside the EU and United States, can also lead
regulatory authorities to refuse to accept clinical trial data submitted as part of a marketing application, as well as other
regulatory consequences, as further described above.
Furthermore, third parties that we rely on for our clinical development activities may also have relationships with other
entities, some of which may be our competitors. If these third parties do not successfully carry out their contractual duties,
meet expected deadlines or conduct our clinical trials in accordance with regulatory requirements or our stated protocols,
we will not be able to obtain, or may be delayed in obtaining, marketing authorizations for our product candidates and will
not be able to, or may be delayed in our efforts to, successfully commercialize our product candidates. Our product
development costs will increase if we experience delays in testing or obtaining marketing authorizations.
We also rely on other third parties to store and distribute drug supplies for our clinical trials. Any performance failure on
the part of our distributors could delay clinical development or marketing authorizations of our products or product
candidates or commercialization of our products, producing additional losses and depriving us of potential product
revenue.
We currently depend, and expect to continue to depend, on collaborations with third parties for the development and
commercialization of some of our products and product candidates. If those collaborations are not successful, we may
not be able to capitalize on the market potential of these products and product candidates.
For each of our product candidates, we plan to evaluate the merits of retaining commercialization rights for ourselves or
entering into selective collaboration arrangements with leading pharmaceutical or biotechnology companies, such as our
collaborations with Novartis for our votoplam HD program. We have entered into arrangements with certain third parties
to market or distribute Sephience for the treatment of PKU and Translarna for the treatment of nmDMD in certain countries
and, as we continue to implement our commercialization plans for Sephience and Translarna, we anticipate that we will
engage additional third parties to perform these functions for us in other countries. We generally plan to seek collaborators
for the development and commercialization of product candidates that have high anticipated development costs, are
directed at indications for which a potential collaborator has a particular expertise, or involve markets that require a large
sales and marketing organization to serve effectively. Our likely collaborators for any marketing, distribution,
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development, licensing or broader collaboration arrangements may include: large and mid-size pharmaceutical companies,
regional and national pharmaceutical companies and/or biotechnology companies.
We will have limited control over the amount and timing of resources that our collaborators dedicate to the development
or commercialization of our product candidates and our collaborators will be subject to the same product development and
commercialization risks that we are subject to. Our ability to generate revenues from these arrangements will depend on
our collaborators’ desire and ability to successfully perform the functions assigned to them in these arrangements in a
compliant manner. In particular, the commercial success of Evrysdi will depend on the success of Roche’s
commercialization program. Furthermore, the successful development of another product candidate from our spinal
muscular atrophy program will depend on the success of our collaborations with the SMA Foundation and Roche,
including whether Roche pursues clinical development of any other compounds identified under the collaborations.
Collaborations involving our products and product candidates, including our collaborations with the SMA Foundation
and Roche, pose the following risks to us:
•
collaborators have significant discretion in determining the efforts and resources that they will apply to these
collaborations;
•
collaborators may not pursue development and commercialization of our products and product candidates or may
elect not to continue or renew development or commercialization programs, based on clinical trial results, changes
in the collaborators’ strategic focus or available funding, or external factors such as an acquisition that diverts
resources or creates competing priorities;
•
collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial
or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product
candidate for clinical testing;
•
collaborators could independently develop, or develop with third parties, products that replace or compete directly
or indirectly with our products or product candidates if the collaborators believe that competitive products are
more likely to be successfully developed or can be commercialized under terms that are more economically
attractive than ours;
•
collaborators may fail to comply with the applicable regulatory requirements, subjecting them or us to potential
regulatory enforcement action;
•
a collaborator with marketing and distribution rights to one or more products may not commit sufficient resources
to the marketing and distribution of such product or products;
•
collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary
information in such a way as to invite litigation that could jeopardize or invalidate our intellectual property or
proprietary information or expose us to potential litigation;
•
collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and
potential liability;
•
disputes may arise between the collaborator and us as to the ownership of intellectual property arising during the
collaboration;
•
we may grant exclusive rights for our products or product candidates to our collaborators, which would prevent
us from collaborating with others, or from using our products or product candidates ourselves;
•
disputes may arise between the collaborators and us that result in the delay or termination of the collaboration,
which may include ending research, development or commercialization activities for our products or product
candidates or that result in costly litigation or arbitration that diverts management attention and resources; and
•
collaborations may be terminated and, if terminated, may result in a need for additional capital to pursue further
development or commercialization of the applicable product candidates.
Collaboration agreements may not lead to development or commercialization of product candidates in the most efficient
manner or at all. If a collaborator of ours were to be involved in a business combination, the continued pursuit and emphasis
on our product development or commercialization program could be delayed, diminished or terminated.
We may rely on third parties to perform many essential services for any products that we commercialize, including
services related to warehousing and inventory control, distribution, government price reporting, customer service,
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accounts receivable management, cash collection, and pharmacovigilance and adverse event reporting. If these third
parties fail to perform as expected or to comply with legal and regulatory requirements, our ability to commercialize
our product candidates will be significantly impacted and we may be subject to regulatory sanctions.
We may retain third-party service providers to perform a variety of functions related to the sale and distribution of our
product candidates, key aspects of which will be out of our direct control. These service providers may provide key services
related to warehousing and inventory control, distribution, customer service, accounts receivable management, and cash
collection. If we retain a service provider, we will substantially rely on it as well as other third-party providers that perform
services for us, including entrusting our inventories of products to their care and handling. If these third-party service
providers fail to comply with applicable laws and regulations, fail to meet expected deadlines, or otherwise do not carry
out their contractual duties to us, or encounter physical or natural damage at their facilities, our ability to deliver product
to meet commercial demand would be significantly impaired and we may be subject to regulatory enforcement action.
In addition, we may engage third parties to perform various other services for us relating to pharmacovigilance and adverse
event reporting, safety database management, fulfillment of requests for medical information regarding our product
candidates and related services. If the quality or accuracy of the data maintained by these service providers is insufficient,
or these third parties otherwise fail to comply with regulatory requirements, we could be subject to regulatory sanctions.
Additionally, we may contract with a third party to calculate and report pricing information mandated by various
government programs. If a third party fails to timely report or adjust prices as required, or makes errors in calculating
government pricing information from transactional data in our financial records, it could impact our discount and rebate
liability, and potentially subject us to regulatory sanctions or False Claims Act lawsuits.
Our business and operations would suffer in the event of computer system failures, cyber-attacks, lack of operational
resilience, or a deficiency in our, or our collaborators’ or third-party vendors’, cyber-security.
We collect, store and transmit large amounts of confidential information, including personal information, operational and
financial transactions and records, clinical trial data and information relating to intellectual property, on internal
information systems and through the information systems of collaborators and third-party vendors with whom we contract.
The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by insiders,
hacktivists, computer hackers, state sponsored actors, foreign governments, cyber terrorists and other threat actors, has
generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world
have increased. We may not be able to anticipate all types of security and operational resilience threats, nor may we be
able to implement preventive measures effective against all such threats. The techniques used by threat actors change
frequently, may not be recognized until launched and can originate from a wide variety of sources, including outside
groups such as insiders, hacktivists, external service providers, organized crime affiliates, state sponsored actors, terrorist
organizations, hostile foreign governments or agencies, or other threat actors. Despite our implementation of security
measures, including implementing the National Institute of Standards and Technology cybersecurity framework,
instituting a training and compliance program on cybersecurity for all employees and doing a yearly external audit and
penetration test, these information systems are vulnerable to damage from computer viruses, malware, ransomware, natural
disasters, terrorism, war, telecommunication and electrical failures, cyber-attacks or cyber-intrusions over the Internet or
other mechanisms, attachments to emails, persons inside our organization, or persons with access to systems inside our
organization. No such security measures can eliminate the possibility of the information systems’ improper functioning or
the improper access or disclosure of confidential or personally identifiable information such as in the event of cyber-
attacks. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by
insiders, hacktivists, computer hackers, state sponsored actors, foreign governments, cyber terrorists and other threat
actors, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around
the world have increased. We may not be able to anticipate all types of security and operational resilience threats, nor may
we be able to implement preventive measures effective against all such threats. The techniques used by threat actors change
frequently, may not be recognized until launched and can originate from a wide variety of sources, including outside
groups such as insiders, hacktivists, external service providers, organized crime affiliates, state sponsored actors, terrorist
organizations, hostile foreign governments or agencies, or other threat actors. Additionally, outside parties may attempt
to fraudulently induce employees, collaborators, or other third-party vendors to disclose sensitive information or take other
actions, including making fraudulent payments or downloading malware, by using “spoofing” and “phishing” emails or
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other types of attacks. If such an event were to occur and cause interruptions in our operations, it could result in a material
disruption of our clinical and commercialization activities and business operations, in addition to possibly requiring
substantial expenditures of resources to remedy, despite our having a security risk insurance policy and disaster recovery
and incident response plans. The costs related to significant security breaches, resilience events or disruptions could be
material and exceed the limits of the cybersecurity insurance we maintain against such risks.
Many cybersecurity incidents require public notification and/or notification to governmental entities, business partners,
suppliers, customers, and individuals, harm our reputation directly, subject us to mandatory corrective action, and
otherwise subject us to liability under laws and regulations that protect the privacy and security of personal information or
data protection, operational resilience, and cybersecurity, which could result in significant legal and financial exposure
and reputational damages that could potentially have an adverse effect on our business. For example, the loss of clinical
trial data from completed or ongoing or planned clinical trials could result in delays in our regulatory approval efforts and
significantly increase our costs to recover or reproduce the data. To the extent that any disruption or security breach was
to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary
information, we could incur material legal claims and liability, damage to our reputation, suffer loss or harm to our
intellectual property rights, face significant financial exposure, including incurring significant costs to remediate possible
injury to the affected parties and the further research, development and commercial efforts of our products and product
candidates could be delayed.
Product liability and other civil lawsuits against us could cause us to incur substantial liabilities and to limit clinical
trials or commercialization of any current or future products. Our insurance program may not be extensive enough to
adequately protect us against these risks.
We face an inherent risk of product liability exposure related to the commercialization of our products and the human
clinical trials testing of our products and product candidates. If we cannot successfully defend ourselves against claims
that our product candidates, products or gene therapy product materials caused injuries, we will incur substantial liabilities.
Regardless of merit or eventual outcome, liability claims may result in:
•
reduced resources of our management to pursue our business strategy;
•
decreased demand for our products or any product candidates that we may develop;
•
injury to our reputation and significant negative media attention;
•
the inability to continue current clinical trials or begin planned clinical trials;
•
withdrawal or reduced enrollment of clinical trial participants;
•
significant costs to defend the related claims/litigation;
•
increased insurance costs, or an inability to maintain appropriate insurance coverage;
•
substantial monetary awards to trial participants, patients and/or their families;
•
loss of revenue;
•
the inability to commercialize or to continue commercializing any products or product candidates;
•
initiation of investigations and enforcement actions by regulators; and
•
the withdrawal of products from the market, product recalls, or the cessation of development or regulatory
disapproval of product candidates or withdrawal of approvals, as well as labeling, marketing, or promotional
restrictions.
We have a broad insurance program covering risks appropriate to our research and development activities and clinical
programs and aggregate annual limits of $25.0 million covering our products and sales. We also have industry standard
insurance policies covering other aspects of our business and operations based on our locations, activities and other
relevant factors. With respect to all insurance matters, we are advised by our insurance brokers, and our insurance advisor
who we retain and compensate on a non-commission basis. However, our insurance program may not adequately cover
the risks that we face for a variety of reasons, including:
•
certain risks and related losses, such as delays to our clinical and development programs, are too speculative or
unquantifiable for us to adequately insure against;
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•
if we were to face multiple claims, renewing or replacing our insurance may become more expensive, the terms
(including deductibles and limits) we receive may worsen, and we may even have difficulty securing any coverage
at all;
•
our insurance limits may not be adequate to cover all liabilities and defense costs that we may incur; and
•
we may need to further increase our insurance coverage if we commercialize our current products in additional
jurisdictions, our sales increase, or we commercialize new products.
The cost of insurance coverage is highly variable, based on a wide range of factors. We may not be able to maintain
insurance coverage at a reasonable cost or in an amount adequate to satisfy any liability or defense costs that may arise.
In addition, we could be subject to other costly civil litigation. If our customers believe that we have violated our
contractual terms, they may seek reimbursement for the cost of our gene therapy product materials or other related losses,
the cost of which could be significant.
If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or
penalties or incur costs that could have a material adverse effect on the success of our business.
We are subject to numerous environmental, health and safety laws and regulations, including those governing laboratory
procedures, manufacturing and the handling, use, storage, treatment and disposal of hazardous materials and wastes. Our
operations currently, and may in the future, involve the use of hazardous and flammable materials, including chemicals
and medical and biological materials, and produce hazardous waste products. Even if we contract with third parties for the
disposal of these materials and wastes, we cannot eliminate the risk of contamination or injury from these materials. In the
event of contamination or injury resulting from our use of hazardous materials or disposal of hazardous wastes, we could
be held liable for any resulting damages, and any liability could exceed our resources.
In addition, we may incur substantial costs in order to comply with current or future environmental, health and safety laws
and regulations. These current or future laws and regulations may impair our research, development or manufacturing and
distribution efforts. Failure to comply with these laws and regulations also may result in substantial fines, penalties or
other sanctions.
Our future success depends on our ability to retain our chief executive officer and other key executives and to attract,
retain and motivate qualified personnel.
We are highly dependent on Dr. Matthew Klein, our Chief Executive Officer, and the other principal members of our
executive, commercial and scientific teams. Although we have formal employment agreements with each of our executive
officers, these agreements do not prevent our executives from terminating their employment with us at any time. We do
not maintain “key person” insurance on any of our executive officers. The loss of the services of any of these persons
might impede the achievement of our research, development and commercialization objectives.
Recruiting and retaining qualified scientific, clinical, manufacturing and sales and marketing personnel will also be critical
to our success. We experience competition for the hiring of scientific and clinical personnel from numerous pharmaceutical
and biotechnology companies as well as universities and research institutions. In addition, we rely on consultants and
advisors, including scientific and clinical advisors, to assist us in formulating our research and development and
commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have
commitments under consulting or advisory contracts with other entities that may limit their availability to us.
Risks Related to our Intellectual Property
If we are unable to obtain and maintain patent protection for our technology and products, or if the scope of the patent
protection is not sufficiently broad, and at such times as our patent protection expires, our competitors could develop
and commercialize technology and products similar or identical to ours, and our ability to successfully commercialize
our technology and products may be adversely affected.
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Our success depends in large part on our ability to obtain and maintain patent protection or other intellectual property
rights with respect to our proprietary technology and products. One primary way that we seek to protect our proprietary
position is by filing patent applications in the United States and in certain ex-U.S. jurisdictions related to our proprietary
technology and products. This process is expensive and time-consuming, and we may not be able to file and prosecute all
necessary or desirable patent applications. It is also possible that we will fail to file a patent application on patentable
aspects of our research and development. Moreover, if we license technology or product candidates from third parties,
these license agreements may not permit us to control the filing and prosecution of patent applications, or to maintain or
enforce the patents. These agreements could also give our licensors the right to enforce the licensed patents without our
involvement, or to decide not to enforce the patents at all. Therefore, these patents and applications may not be prosecuted
and enforced in a manner consistent with the best interests of our business.
The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal
and factual questions and has in recent years been the subject of much litigation. As a result, the commercial value of our
patent rights is highly uncertain. Our pending and future patent applications may not result in patents being issued which
prevent others from commercializing competitive technologies and products. Changes in patent laws or their interpretation
in the United States and other countries may diminish the value of our patents.
The laws of ex-U.S. countries may not protect our rights to the same extent as the laws of the United States. For example,
patent law in many countries restricts the patentability of methods of treatment of the human body more than U.S. law
does, and in some cases may even force us to grant a compulsory license to competitors or other third parties. In addition,
we may not pursue or obtain or be able to pursue or obtain patent protection in all major markets. Assuming the other
requirements for patentability are met, currently, the first to file a patent application is generally entitled to the patent.
However, prior to March 16, 2013, in the United States, the first to invent was entitled to the patent. Publications of
discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States
and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, we
cannot know with certainty whether we were the first to make the inventions claimed in our patents or pending patent
applications, or that we were the first to file for patent protection of such inventions. In addition, the Leahy-Smith America
Invents Act of 2011, or the Act, which reformed certain patent laws in the U.S., may create additional uncertainty. The
significant changes engendered by the Act include switching from a “first-to-invent” system to a “first-to-file” system,
and the implementation of new procedures that permit competitors to challenge our patents in the USPTO after grant,
including inter partes review and post grant review.
Moreover, we may be subject to a third-party prior art submissions in a patent office, or may become involved in patent
office proceedings, including oppositions, derivation proceedings, reexamination, inter partes review, post grant review,
interference proceedings, or litigation, in the United States or elsewhere, challenging our patent rights or the patent rights
of others. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or
invalidate, our patent rights, allow third parties to commercialize our technology or products and compete directly with
us, without payment to us, or result in our inability to manufacture or commercialize products without infringing third-
party patent rights. In addition, if the breadth or strength of protection provided by our patents and patent applications is
threatened, it could dissuade companies from collaborating with us.
Even if our patent applications issue as patents, they may not issue in a form that will provide us with any meaningful
protection or prevent competitors from competing with us. Our competitors may be able to circumvent our owned or
licensed patents by developing alternative technologies or products in a non-infringing manner. Other companies may also
attempt to circumvent any regulatory data protection or market exclusivity that we obtain under applicable legislation,
which may require us to allocate significant resources to prevent such circumvention. Legal and regulatory developments
in the European Union, or EU, and elsewhere may also result in clinical trial data and other information, that would
ordinarily be treated as trade secret, submitted as part of a marketing authorization application becoming publicly available.
The EMA Policy on publication of clinical data and other such information, as well as the current application of EU
freedom of information regulations, could impact our proprietary information (comprising both clinical and non-clinical
data and other information) that would normally be maintained by a regulatory body as commercially confidential. Such
developments could enable other companies to circumvent our intellectual property rights and use our clinical trial data or
other information to obtain marketing authorizations in the EU and in other jurisdictions where we have not been able to
obtain any intellectual property or regulatory protection, resulting in loss of market share. Such developments may also
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require us to allocate significant resources or engage in litigation to prevent other companies from circumventing or
violating our intellectual property rights. Our attempts to prevent third parties from circumventing or violating our
intellectual property and other rights may ultimately be unsuccessful. We may also fail to take the required actions to
maintain our patents.
All patents have expiration dates and, to the extent that we are able to obtain and maintain patents, such patents will only
provide protection to us until they expire. Certain of our patents have expired and we have additional patents that will
expire over the next three years. For ataluren, the issued U.S. patents relating to composition of matter expired in 2024
and issued U.S. patents relating to therapeutic methods of use, drug substance and drug product are currently scheduled to
expire in 2027, including patent term adjustment. Granted European patents drawn to composition of matter of ataluren
expired in 2024; patents covering dosage regimens of ataluren will expire in 2026 and patents covering the drug substance
will expire in 2027; and patents drawn to the manufacturing process for ataluren will expire in 2027. For vatiquinone,
granted European patents drawn to composition of matter and to methods of use will expire in 2026. As a result of the
expiration of our composition of matter patents for ataluren, other companies are, subject to our other patents, no longer
restricted in their ability to develop products utilizing the expired patented subject matter in the applicable jurisdictions,
which could include products that compete with ataluren. Similarly, upon the impending expiration of our other patents
for ataluren and vatiquinone described above, other companies will no longer be restricted in their ability to utilize the
expired patented subject matter to develop competing therapies in the applicable jurisdictions.
An issued patent may be challenged, and our owned and licensed patents may be challenged in the courts or patent offices
in the United States and abroad. Such challenges may result in loss of exclusivity or freedom to operate or in patent claims
being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our ability to stop others from
using or commercializing similar or identical technology and products. Given the amount of time required for the
development, testing and regulatory review of new product candidates, patents protecting such candidates might expire
before or shortly after such candidates are commercialized. As a result, our patent portfolio may not provide us with
sufficient rights to exclude others from commercializing products similar or identical to ours.
We may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time
consuming and unsuccessful.
Competitors may infringe our intellectual property. To counter infringement or unauthorized use, we may be required to
file a lawsuit and claims for damages, which can be expensive and time consuming. Any claims we assert against perceived
infringers could provoke these parties to assert counterclaims against us alleging that we infringe their intellectual property
or defenses, such that they do not infringe our intellectual property or that our intellectual property is invalid or
unenforceable. In addition, in a patent infringement proceeding, a court may decide that a patent of ours is invalid or
unenforceable, in whole or in part, construe the patent’s claims narrowly or may refuse to stop the other party from using
the technology at issue.
Third parties may initiate legal proceedings alleging that our patents are invalid and unenforceable or that we are
infringing their intellectual property rights, the outcome of which would be uncertain and could have a material adverse
effect on the success of our business.
Our commercial success depends upon our ability and the ability of our collaborators to develop, manufacture, market and
sell our products and our product candidates and use our proprietary technologies without infringing the intellectual
property and other proprietary rights of third parties. We may not be aware of all intellectual property rights potentially
relating to our product and our product candidates. Typically, patent applications in the United States and other
jurisdictions are not published until 18 months after filing, or in some cases not at all, and new patent applications are
continuously publishing. Thus, we may not be aware of patents or patent applications relating to our product or our product
candidates. There may be pending or future patent applications that, if issued, would block us from commercializing our
products. Thus, we do not know with certainty whether any of our products or product candidates, or our commercialization
thereof, would or would not infringe any third party’s intellectual property.
We may become party to, or threatened with, future adversarial proceedings or litigation regarding intellectual property
rights or other proprietary rights with respect to our products and technology. Third parties may assert infringement claims
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against us based on existing or future intellectual property rights. We may allege that a third-party patent we are alleged
to infringe is invalid and/or we may be able to avail ourselves in the United States of the safe harbor exemption provided
by the Hatch-Waxman Act as a basis for non-infringement. In order to successfully challenge the validity of a third party
issued U.S. patent that we are alleged to infringe, we would need to overcome that patent’s presumption of validity in
district court or prove unpatentability by a preponderance of the evidence before the USPTO in a post grant proceeding.
There is no assurance that a court or the USPTO would find these claims to be invalid or unpatentable, respectively.
If we are found to infringe a third party’s intellectual property rights, or in order to avoid or settle litigation, we may seek
to obtain a license to continue developing and marketing our products and technology. However, we may not be able to
obtain any such license on commercially reasonable terms or at all. Also, any license obtained may be non-exclusive,
thereby giving our competitors access to the same technologies licensed to us, and could require us to make substantial
payments. We could be forced, including by court order, to cease commercializing an alleged infringing technology or
product. In addition, we could be found liable for monetary damages if we are found to have willfully infringed a patent
or other intellectual property right. A finding of infringement could prevent us from commercializing our products or our
product candidates or force us to cease some of our business operations, which could materially harm our business. Claims
that we have misappropriated the confidential information or trade secrets of third parties could have a similar negative
impact on our business.
We may be subject to claims by third parties asserting that we or our employees have misappropriated their intellectual
property, or claiming ownership of what we regard as our own intellectual property.
Many of our employees were previously employed at universities or other companies, including our competitors or
potential competitors. Although we try to ensure that our employees do not use the proprietary information or know-how
of others in their work for us, we may be subject to claims that we or these employees have used or disclosed intellectual
property of any such employee’s former employer. Litigation may be necessary to defend against these claims.
In addition, while we typically require our employees and contractors who may be involved in the development of
intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing
such an agreement with each party who in fact develops intellectual property that we regard as our own. Our and their
assignment agreements may not be self-executing or may be breached, and we may be forced to bring claims against third
parties, or defend claims they may bring against us, to determine the ownership of what we regard as our intellectual
property.
If we fail in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable
intellectual property rights or personnel. Even if we are successful in prosecuting or defending against such claims,
litigation could result in substantial costs and be a distraction to management.
Intellectual property litigation could cause us to spend substantial resources and could distract our personnel from
their normal responsibilities.
Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to
incur significant expenses and could distract our technical and management personnel from their normal responsibilities.
In addition, there could be public announcements of the results of such proceedings. If securities analysts or investors
perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock. Such
litigation or proceedings could substantially increase our operating losses and reduce the resources available for
development, sales, marketing or distribution activities. We may not have sufficient resources to adequately conduct such
litigation or proceedings. Some of our competitors may be able to sustain the costs of such litigation or proceedings more
effectively than we can because of their greater resources. Uncertainties resulting from the initiation and continuation of
patent litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace.
Without patent protection, our marketed products may face generic competition.
Certain of the products we market have no or limited patent protection and, as a result, potential competitors face fewer
regulatory barriers in introducing competing products. Without patent protection or other regulatory exclusivity, we may
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not be able to exclude others from, among other things, selling or importing similar products in any jurisdiction. In some
instances, we may rely on trade secrets and other unpatented proprietary information to protect our commercial position,
although we may be unable to provide adequate protection for our commercial position via these means. In other instances,
we may need to rely on regulatory exclusivity to protect our commercial position.
Furthermore, generic competition against a branded product often results in decreases in the prices at which the branded
product can be sold, particularly when there is more than one generic product available in the marketplace. Third-party
companies could also develop products that are similar, but not identical, to our marketed products, such as an alternative
formulation of our product or an alternative formulation combined with a different delivery technology, and seek approval
in the United States by referencing our products and relying, to some degree, on the FDA’s finding that our products are
safe and effective in their approved indications. In addition, legislation enacted in the United States allows for, and in a
few instances, in the absence of specific instructions from the prescribing physician, mandates the dispensing of generic
products rather than branded products where a generic version is available.
On February 9, 2017, the FDA approved the corticosteroid Emflaza for the treatment of patients 5 years and older with
DMD. Although approved for other indications outside of the United States, this was the first approval for deflazacort in
the United States and the first approval in the United States for the use of a corticosteroid to treat DMD. We have previously
relied on an orphan exclusivity period to commercialize Emflaza in the United States. Emflaza’s seven-year period of
orphan drug exclusivity related to the treatment of DMD in patients five years and older expired in February 2024. We
expect the expiration of this orphan drug exclusivity will continue to have a negative impact on Emflaza net product
revenue. Emflaza’s orphan drug exclusivity related to the treatment of DMD in patients two years of age to less than five
expires in June 2026.
We currently have no issued patents that could prevent a third-party company from seeking to introduce a generic Emflaza
formulation in the United States for the treatment of DMD or another indication, and we do not expect to be able to obtain
such patent protection. Such third-party companies may also obtain patents covering a new deflazacort formulation or
method of use.
If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be
harmed.
In addition to seeking patents and regulatory exclusivity for some of our technology and products, we also rely on trade
secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive
position. More particularly, we may rely on trade secrets and other unpatented proprietary information to protect our
competitive position related to our products and product candidates, especially when patent protection is not obtainable.
We seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties
who have access to them, such as our employees, corporate collaborators, outside scientific collaborators, contract
manufacturers, consultants, advisors, partners and other third parties. We also enter into confidentiality and invention or
patent assignment agreements with our employees and consultants. However, we cannot guarantee that we have executed
these agreements with each party that may have or have had access to our trade secrets or that the agreements we have
executed will provide adequate protection. Any party with whom we have executed such an agreement may breach that
agreement and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate
remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult,
expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United
States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or
independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate
it, from using that technology or information to compete with us. If any of our trade secrets were to be obtained or
independently developed by a competitor, our competitive position would be harmed. If our employees, corporate
collaborators, outside scientific collaborators, contract manufacturers, employees, consultants, advisors, partners and other
third parties develop new inventions or processes related to our products independently, or jointly with us, that may be
applicable to our products under development, disputes may arise about ownership or proprietary rights to those inventions
and processes. Enforcing a claim that a third party illegally obtained and is using any of our inventions or trade secrets is
expensive and time-consuming, and the outcome is unpredictable. In addition, courts outside of the United States are
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sometimes less willing to protect trade secrets. Moreover, our competitors may independently develop equivalent
knowledge, methods and know-how.
We have not yet registered our trademarks in all of our potential markets, and failure to secure those registrations could
adversely affect our business.
Our trademark applications may be refused registration, or our registered trademarks may not be maintained or may be
found to be unenforceable. During trademark examination proceedings, our trademark applications may be rejected.
Although we are given an opportunity to respond to those rejections in most jurisdictions, we may not be able to
successfully overcome them. In addition, in the U.S. Patent and Trademark Office and Trademark Offices in many other
jurisdictions, third parties are given an opportunity to oppose pending trademark applications or to seek cancellation of
registered trademarks. Opposition or cancellation proceedings may be filed against our trademarks, and our trademarks
may not survive such proceedings. Further, if we do not secure registrations for our trademarks, we may encounter
difficulty enforcing our trademark rights against third parties in the jurisdictions where we do not have registered rights.
If we are not able to obtain adequate trademark protection or regulatory approval for our brand names, we may be
required to re-brand affected products, which could cause delays in getting such products to market and substantially
increase our costs.
To protect our rights in any trademark we intend to use for our products or product candidates, we may seek to register
such trademarks. Trademark registration is territory-specific and we must apply for trademark registration in the United
States as well as any other country where we intend to commercialize our product or product candidates. Failure to obtain
trademark registrations may place our use of the trademarks at risk or make them subject to legal challenges, which could
force us to choose alternative names for our product or product candidates. In addition, the FDA, and other regulatory
authorities outside the United States, conduct an independent review of proposed product names for pharmaceuticals,
including an evaluation of the potential for confusion with other pharmaceutical product names for medications, which
could result in medication errors in prescribing, dispensing and consumption. These regulatory authorities may also object
to a proposed product name if they believe the name inappropriately makes or implies a therapeutic claim. If the FDA or
other regulatory authorities outside the United States object to any of our proposed product names, we may be required to
adopt alternative names for our product or product candidates. If we adopt alternative names, either because of our inability
to obtain a trademark registration or because of objections from regulatory authorities, we would lose the benefit of our
existing trademark applications and the rights attached thereto. Consequently, we may be required to expend significant
additional resources in an effort to adopt a new product name that would be registrable under applicable trademark laws,
not infringe the existing rights of third parties and be acceptable to the FDA and other regulatory authorities, which could
cause delays in getting our products to market and substantially increase our costs. Furthermore, in the United States and
many other jurisdictions, a trademark registration may be cancelled through cancellation or forfeiture proceedings brought
by a third party or from non-use of the trademark in that jurisdiction. We may not be able to build a successful brand
identity for a new trademark in a timely manner or at all, which would limit our ability to commercialize our product or
our product candidates.
Our rights to develop and commercialize Upstaza/Kebilidi are subject, in part, to the terms and conditions of licenses
granted to us by others.
We depend upon the intellectual property rights granted to us under licenses from third parties that are important or
necessary to the development of Upstaza/Kebilidi for the treatment of AADC deficiency. In particular, we have in-
licensed certain intellectual property rights and know-how from National Taiwan University, or NTU, relevant to
Upstaza/Kebilidi for the treatment of AADC deficiency. Any termination of these licenses could result in the loss of
significant or all rights licensed to us and could harm or prevent our ability to commercialize Upstaza/Kebilidi for the
treatment of AADC deficiency. Each of our existing gene therapy licensing agreements are exclusive but are limited to
particular fields, such as AADC deficiency and are subject to certain retained rights.
Our current gene therapy license agreements, including our agreement with NTU pursuant to which we have in-licensed
certain intellectual property rights and know-how relevant to Upstaza/Kebilidi for the treatment of AADC
deficiency, impose various obligations, including certain payment obligations, including contingent payments to be made
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upon reaching certain development and regulatory milestones. If we fail to satisfy our obligations, the licensor may have
the right to terminate the agreement. Disputes may arise between us and any of our licensors regarding intellectual property
subject to such agreements and other issues. Such disputes over intellectual property that we have licensed or the terms of
our license agreements, including with respect to Upstaza/Kebilidi for the treatment of AADC deficiency, may prevent or
impair our ability to maintain our current arrangements on acceptable terms, or at all, or may impair the value of the
arrangement to us. Any such dispute could have a material adverse effect on our business and our ability to realize the
anticipated benefits of our acquisition of Agilis. If we cannot maintain a necessary license agreement, including with
respect to Upstaza/Kebilidi for the treatment of AADC deficiency, or if the agreement is terminated, we may be unable to
successfully develop and commercialize the affected product candidates.
If we fail to comply with our obligations in our intellectual property licenses and funding arrangements with third
parties, we could lose rights that are important to our business.
We are a party to a number of license agreements and expect to enter into additional licenses in the future. Our existing
licenses impose, and we expect that future licenses will impose, various diligence, milestone payment, royalty, insurance
and other obligations on us. If we fail to comply with these obligations, the licensor may have the right to terminate the
license, in which event we might not be able to market any product that is covered by these agreements, which could
materially adversely affect the value of the product candidate being developed under such license agreement. Termination
of these license agreements or reduction or elimination of our licensed rights may result in our having to negotiate new or
reinstated licenses with less favorable terms or cause us to lose rights in important intellectual property or technology.
We have also received grant funding for some of our development programs from philanthropic organizations and patient
advocacy groups pursuant to agreements that impose development and commercialization diligence obligations on us. If
we fail to comply with these obligations, the applicable organization could require us to grant to the organization exclusive
rights under certain of our intellectual property, which could materially adversely affect the value to us of product
candidates covered by that intellectual property even if we are entitled to a share of any consideration received by such
organization in connection with any subsequent development or commercialization of the product candidates.
Some of our patented technology was developed with U.S. federal government funding. When new technologies are
developed with U.S. government funding, the government obtains certain rights in any resulting patents, including a
nonexclusive license authorizing the government to use the invention for non-commercial purposes. These rights may
permit the government to disclose our confidential information to third parties and to exercise “march-in” rights to use or
allow third parties to use our patented technology. The government can exercise its march-in rights if it determines that
action is necessary because we fail to achieve practical application of the U.S. government-funded technology, because
action is necessary to alleviate health or safety needs, to meet requirements of federal regulations or to give preference to
U.S. industry. In addition, U.S. government-funded inventions must be reported to the government and U.S. government
funding must be disclosed in any resulting patent applications. Furthermore, our rights in such inventions are subject to
government license rights and certain restrictions on manufacturing products outside the United States.
Risks Related to our Common Stock
Servicing the 2026 Convertible Notes requires a significant amount of cash. We may not have sufficient cash flow from
our business to make payments on our debt, and we may not have the ability to raise the funds necessary for conversions
of the 2026 Convertible Notes or to settle or pay principal and interest on the 2026 Convertible Notes at maturity, which
could adversely affect our business, financial condition and results of operations.
In September 2019, we incurred indebtedness in the amount of $287.5 million in aggregate principal with additional
accrued interest under the 2026 Convertible Notes, for which interest is payable semi-annually in arrears on March 15 and
September 15 of each year, beginning on March 15, 2020. Our ability to make scheduled payments of the principal of, to
pay interest on or to refinance the 2026 Convertible Notes depends on our future performance and financial position, which
is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate cash
flow from operations sufficient to service our debt, including the 2026 Convertible Notes. If we do not have sufficient
cash on hand to settle or pay principal and interest at maturity for any 2026 Convertible Notes that are not converted prior
to the maturity date, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or
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obtaining additional equity capital on terms that may be unfavorable to us or highly dilutive. Our ability to refinance our
indebtedness will depend on the capital markets and our financial condition at the time we seek to refinance such
indebtedness. We may not be able to engage in any of these activities or engage in these activities on desirable terms,
which could result in a default on our debt obligations.
The 2026 Convertible Notes are currently convertible and will mature on September 15, 2026, unless earlier redeemed or
converted. Upon conversion of the 2026 Convertible Notes, unless we elect to deliver solely shares of our common stock
to settle such conversion (other than paying cash in lieu of delivering any fractional shares), we will be required to make
cash payments in respect of the 2026 Convertible Notes being converted. However, we may not have enough available
cash or be able to obtain financing at the time we are required to repurchase 2026 Convertible Notes, to pay the 2026
Convertible Notes at maturity or to pay cash upon conversions of 2026 Convertible Notes. In addition, our ability to
repurchase 2026 Convertible Notes or to pay cash upon conversions of 2026 Convertible Notes may be limited by law, by
regulatory authority or by agreements governing our future indebtedness. Our failure to repurchase 2026 Convertible
Notes at a time when the repurchase is required by the indenture, to make interest payments on the 2026 Convertible
Notes when due under the indenture or to pay any cash payable on future conversions of the 2026 Convertible Notes as
required by the indenture would constitute a default under the indenture governing the 2026 Convertible Notes. An event
of default under the indenture governing the 2026 Convertible Notes or the fundamental change itself could also lead to a
default under agreements governing our future indebtedness. If the repayment of any such related indebtedness were to be
accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness,
repurchase the 2026 Convertible Notes, make interest payments on the 2026 Convertible Notes or make cash payments
upon conversions of the 2026 Convertible Notes.
Even if holders of the 2026 Convertible Notes do not elect to convert their 2026 Convertible Notes, we could be required
to reclassify all of the outstanding principal of the 2026 Convertible Notes as a current rather than long-term liability in
accordance with applicable accounting rules, which would result in a material reduction of our net working capital. Any
of these factors could materially and adversely affect our business, financial condition and results of operations.
Provisions in our corporate charter documents and under Delaware law could make an acquisition of us, which may
be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our
current management.
Provisions in our corporate charter and our bylaws may discourage, delay or prevent a merger, acquisition or other change
in control of us that stockholders may consider favorable, including transactions in which our stockholders might otherwise
receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the
future for shares of our common stock, thereby depressing the market price of our common stock. In addition, because our
board of directors is responsible for appointing our management team, these provisions may frustrate or prevent any
attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to
replace members of our board of directors. Among other things, these provisions:
•
provide for a classified board of directors such that not all members of the board are elected at one time;
•
allow the authorized number of our directors to be changed only by resolution of our board of directors;
•
limit the manner in which stockholders can remove directors from the board;
•
establish advance notice requirements for stockholder proposals that can be acted on at stockholder meetings and
nominations to our board of directors;
•
require that stockholder actions must be effected at a duly called stockholder meeting and prohibit actions by our
stockholders by written consent;
•
limit who may call stockholder meetings;
•
authorize our board of directors to issue preferred stock without stockholder approval, which could be used to
institute a “poison pill” that would work to dilute the stock ownership of a potential hostile acquirer, effectively
preventing acquisitions that have not been approved by our board of directors; and
•
require the approval of the holders of at least 75% of the votes that all our stockholders would be entitled to cast
to amend or repeal certain provisions of our charter or bylaws.
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Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware
General Corporation Law, which prohibits a person who owns in excess of 15% of our outstanding voting stock from
merging or combining with us for a period of three years after the date of the transaction in which the person acquired in
excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.
The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for
purchasers of our common stock and lawsuits against us and our officers and directors.
Our stock price has been and will likely continue to be volatile. The stock market in general and the market for smaller
pharmaceutical and biotechnology companies in particular have experienced extreme volatility that has often been
unrelated to the operating performance of particular companies. As a result of this volatility, our stockholders may not be
able to sell their common stock at or above the price at which they purchased it. The market price for our common stock
may be influenced by many factors, including:
•
the commercialization of Sephience;
•
the ability and willingness of individual countries within the EU to leverage Articles 117(3) and 5(1) of the EU
Directive 2001/83 to allow continued commercial use of Translarna in the EEA;
•
our ability to maintain the marketing authorization for Translarna and our other products in territories outside of
the EEA;
•
expectations with respect to our license and collaboration agreement with Novartis for votoplam for the treatment
of HD including our right to receive development, regulatory and sales milestones, profit sharing and royalty
payments from Novartis, the design and expected timing of clinical trials and studies, the availability of data, and
regulatory submissions and responses, including potential accelerated approval;
•
expectations with respect to Upstaza/Kebilidi;
•
any developments related to our ability or inability to execute our commercialization strategy for any of our
products;
•
the commercialization of Evrysdi and the development of the SMA program with Roche and the SMA
Foundation;
•
results of clinical trials of any other product candidate that we develop;
•
any additional clinical or non-clinical trial required by regulatory agencies for our products or product candidates;
•
announcements by us or our competitors of significant acquisitions, licenses, strategic collaborations, joint
ventures, collaborations or capital commitments;
•
negative publicity around our products or product candidates;
•
other developments concerning our regulatory submissions;
•
the success of competitive products or technologies;
•
results of clinical trials of product candidates of our competitors, including negative results that investors may
associate with our product candidates;
•
regulatory or legal developments in the United States and other countries;
•
developments or disputes concerning patent applications, issued patents or other proprietary rights;
•
our ability to realize the benefits of our acquisitions or other business combinations;
•
the recruitment or departure of key personnel;
•
the loss of distributors, suppliers or manufacturers;
•
the level of expenses related to any of our products, product candidates or clinical development programs;
•
actual or anticipated changes in estimates as to financial results, development timelines or recommendations by
securities analysts;
•
our ability to satisfy our obligations under the indenture governing the 2026 Convertible Notes
•
variations in our financial results or those of companies that are perceived to be similar to us;
•
announcements with respect to litigation;
•
changes in the structure of healthcare payment systems;
•
market conditions in the pharmaceutical and biotechnology sectors;
•
general economic, industry and market conditions, including potentially high inflation rates and sustained high
interest rates; and
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•
the other factors described in this “Risk Factors” section.
Companies that have experienced volatility in the market price of their stock have frequently been the subject of securities
class action and shareholder derivative litigation. For example, in 2018 we settled a securities class action lawsuit initiated
against us and certain of our current and former executive officers during 2016, as well as derivative lawsuits brought
against us, as a nominal defendant, certain of our current and former executive officers and certain of our current and
former directors during 2017. We could be the target of other such litigation in the future. Class action and derivative
lawsuits, whether successful or not, could result in substantial costs, damage or settlement awards and a diversion of our
management’s resources and attention from running our business, which could materially harm our reputation, financial
condition and results of operations.
Because we do not anticipate paying any cash dividends on our capital in the foreseeable future, capital appreciation,
if any, will be our stockholders’ sole source of gain.
We have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings,
if any, to finance the development and growth of our business. In addition, the terms of any future debt agreements may
preclude us from paying dividends. As a result, capital appreciation, if any, of our common stock will be our stockholders’
sole source of gain for the foreseeable future.
The issuance of additional shares of our common stock or the sale of shares of our common stock by our stockholders
could dilute our stockholders’ ownership interest in the Company and could significantly reduce the market price of
our common stock.
Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or
the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market
price of our common stock.
We have issued a significant number of equity awards under our equity compensation plans or as inducement grants to
new hire employees pursuant to Nasdaq rules. The shares underlying these awards are registered on a Form S-8 registration
statement. As a result, upon vesting these shares can be freely exercised and sold in the public market upon issuance,
subject to volume limitations applicable to affiliates. The exercise of options and the subsequent sale of the underlying
common stock or the sale of restricted stock upon vesting could cause a decline in our stock price. These sales also might
make it difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
Certain of our employees, executive officers and directors have entered or may enter into Rule 10b5-1 plans providing for
sales of shares of our common stock from time to time. Under a Rule 10b5-1 plan, a broker executes trades pursuant to
parameters established by the employee, director or officer when entering into the plan, without further direction from the
employee, officer or director. A Rule 10b5-1 plan may be amended or terminated in some circumstances. Our employees,
executive officers and directors may also buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in
possession of material, nonpublic information.
Additionally, certain shares that we issued in connection with our acquisitions or other strategic transactions have not yet
been sold and are currently restricted as a result of securities laws. These shares may be freely sold in the public market
subject to any requirements and restrictions, including any applicable volume limitations, imposed by Rule 144 under the
Securities Act. The sale or resale of these shares in the public market, or the market’s expectation of such sales, may result
in an immediate and substantial decline in our stock price. Such a decline will adversely affect our investors and also might
make it difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
Sales of substantial amounts of shares of our common stock or other securities by our stockholders or by us, including
sales made under our At the Market Offering Sales Agreement with Cantor Fitzgerald and RBC Capital Markets, LLC,
pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $125
million from time to time, through the Sales Agent by any method that is deemed to be an “at the market” offering as
defined in Rule 415(a)(4) promulgated under the Securities Act, or the issuance of shares of our common stock upon
conversion or maturity of our outstanding 2026 Convertible Notes or any future securities convertible or exchangeable
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into our common stock or in connection with a strategic transaction or otherwise, could dilute our stockholders, lower the
market price of our common stock and impair our ability to raise capital through the sale of equity securities.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
As is the case for most companies, we are regularly subject to cyber-attacks and other cyber incidents, therefore,
cybersecurity is an important element of our overall enterprise risk management program. As part of our ordinary course
of business, we collect, store and transmit large amounts of confidential information, including personal information,
operational and financial transactions and records, clinical trial data and information relating to intellectual property, on
internal information systems and through the information systems of collaborators and third-party vendors with whom we
contract. We have a multilayered approach for assessing, identifying and managing cybersecurity risks, that is designed to
help protect such information from internal and external cyber threats by understanding and seeking to mitigate risk while
ensuring business resiliency. Our cybersecurity program aligns with the industry standard National Institute of Standards
and Technology Cybersecurity Framework. Our program is comprehensive and provides for the identification, prevention,
and mitigation of cybersecurity threats and risks. We have monthly and annual cybersecurity training, a compliance
program on cybersecurity for employees and contractors, an annual external audit, independent penetration tests, ongoing
vulnerability scans and remediations. As part of our overall risk management strategy, we also maintain cyber insurance
coverage, however, such insurance may not be sufficient in type or amount to cover us against all claims related to security
breaches, cyber-attacks and other related breaches. In relation to third party risk management, we conduct security
assessments of third-party providers and software before engagement and maintain ongoing monitoring to ensure
compliance with our cybersecurity standards. This process involves third-party providers responding to cybersecurity and
information technology questionnaires and attending review meetings to assess the third-party providers security posture
to confirm that the provider is ensuring the security, integrity, and availability of processed data.
We also utilize a Managed Detection and Response vendor to support our cybersecurity program and monitor our network
internally and externally for threat identification and mitigation. In addition, we have established a global incident response
management, or GIRM, process. Our GIRM Standard Operating Procedure provides step-by-step instructions for
managing any global incident which is disruptive of or interferes with the delivery and operation of our IT services and
systems that are in use. The GIRM process involves IT groups, the Cybersecurity team, IT Leadership, and the Executive
Leadership where appropriate. As regulatory disclosure requirements regarding cybersecurity incidents and data privacy
matters have become more prevalent, we have developed an incident workflow designed to monitor and evaluate if such
disclosure requirements are triggered by an incident through the inclusion of members of our legal, data privacy and
executive teams in the incident response process.
We regularly engage third parties, including independent privacy assessors, computer security firms and risk management
and governance experts to enhance our cybersecurity oversight and consult with these third parties on emerging industry
trends.
Based on an assessment using the previously described enterprise risk management program, we do not believe that there
are currently any risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that
have material affected or are reasonably likely to materially affect us, including our business strategy, results of operations
or financial conditions. See “Our business and operations would suffer in the event of computer system failures, cyber-
attacks or a deficiency in our, or our collaborators’ or third-party vendors’, cyber-security” in Part I, Item 1A. “Risk
Factors” for additional information.
Cybersecurity Governance and Oversight
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Our Board of Directors administers its cybersecurity risk oversight function primarily through the Audit Committee of the
Board of Directors. In accordance with our Audit Committee Charter, our Chief Information Officer, or CIO, provides
periodic updates to our Audit Committee regarding the Company’s cybersecurity and other technology risks, internal
controls and procedures, including the Company’s plan to mitigate cybersecurity risk and respond to data breaches. The
Audit Committee is also responsible for reviewing any related periodic public filing disclosures. The Board of Directors
receives regular reports from the Audit Committee. Our CIO also presents directly to our Board of Directors on an annual
basis on these matters. Our CIO oversees a cybersecurity and IT team that is responsible for maintaining daily operations
and ensuring the confidentiality, integrity, and availability of data. The cybersecurity team has over 15 years’ experience
in cybersecurity along with advanced and undergraduate degrees in cybersecurity, and industry recognized security
certifications such as CISSP (Certified Information Systems Security Professional) and CISM (Certified Information
Security Manager). Our CIO reports directly to our Chief Legal Officer, both of whom are members of our executive
committee leadership team. Cybersecurity incident status updates are provided as necessary to the executive committee as
set forth in our GIRM.
In an effort to deter and detect cyber threats, we periodically provide all employees, including part-time and temporary
employees, with data protection, cybersecurity and incident response and prevention training as part of our overall IT
compliance program, which covers timely and relevant topics. Past topics have included social engineering, phishing,
password protection, confidential data protection, asset use and mobile security. This training functions to educate
employees on the importance of reporting all incidents immediately. We also use technology-based tools to mitigate
cybersecurity risks and to bolster our employee-based cybersecurity programs.
For more information regarding the risks associated our cybersecurity program, see Item 1A. Risk Factors, “Our business
and operations would suffer in the event of computer system failures, cyber-attacks or a deficiency in our, or our
collaborators’ or third-party vendors’, cyber-security.”
Item 2. Properties
Our principal facility consists of approximately 180,000 square feet of office space and shell condition, modifiable space
located at 500 Warren Corporate Center Drive in Warren, New Jersey, that we occupy under a lease that expires in 2039.
The rental term for such facility commenced on June 1, 2022, with an initial term of seventeen years followed by three
consecutive five-year renewal periods at our option. Additionally, we lease 103,000 square feet of laboratory and office
space in Bridgewater, New Jersey. The rental term for such facility commenced on May 1, 2020 with an initial term of
seven years and two consecutive five year renewal periods at our option. We lease approximately 11,500 square feet of
office space in Dublin, Ireland, that we occupy under a lease that expires in 2034. Additionally, we lease approximately
5,000 square feet of office space in Sao Paulo, Brazil, that we occupy under a lease that expires in 2028. We also lease
additional laboratory and office space in the U.S. and other countries to support our operations as a global organization,
but these leases are not material to us.
Item 3. Legal Proceedings
From time to time in the ordinary course of our business, we are subject to claims, legal proceedings and disputes. We are
not currently aware of any material legal proceedings which we are a party to or of which any of our property is the subject.
Item 4. Mine Safety Disclosures
None.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
Our common stock has been publicly traded on the Nasdaq Global Select Market under the symbol “PTCT” since June 20,
2013. Prior to that time, there was no public market for our common stock.
Holders
As of February 18, 2026, there were 73 holders of record of our common stock. This number does not include beneficial
owners whose shares are held in street name.
Recent Sales of Unregistered Securities
We did not sell any of our equity securities or any options, warrants, or rights to purchase our equity securities during the
period covered by this Annual Report on Form 10-K that were not registered under the Securities Act of 1933, as amended,
or the Securities Act, and that have not otherwise been described in a Current Report on Form 8-K or a Quarterly Report
on Form 10-Q.
Purchase of Equity Securities
We did not purchase any of our registered equity securities during the period covered by this Annual Report on Form 10-K.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis is meant to provide material information relevant to an assessment of the
financial condition and results of operations of our company, including an evaluation of the amounts and certainty of cash
flows from operations and from outside resources, so as to allow investors to better view our company from management’s
perspective. The following discussion of our financial condition and results of operations should be read in conjunction
with our financial statements and the notes to those financial statements appearing elsewhere in this Annual Report on
Form 10-K. This discussion contains forward-looking statements that involve significant risks and uncertainties. As a
result of many factors, such as those set forth in Part I, Item 1A. Risk Factors, of this Annual Report on Form 10-K, our
actual results may differ materially from those anticipated in these forward-looking statements.
We are a global biopharmaceutical company dedicated to the discovery, development and commercialization of
clinically differentiated medicines for children and adults living with rare disorders. We are advancing a robust and
diversified pipeline of transformative medicines as part of our mission to provide access to best-in-class treatments for
patients with unmet medical needs. Our strategy is to leverage our scientific expertise and global commercial
infrastructure to optimize value for our patients and other stakeholders. We believe that this allows us to maximize value
for all of our stakeholders. We have a diversified therapeutic portfolio that includes several commercial products and
product candidates in various stages of development, including clinical, pre-clinical and research and discovery stages,
focused on the development of new treatments for multiple therapeutic areas for rare diseases relating to neurology and
metabolism.
We have developed Sephience™ (sepiapterin), a product for the treatment of phenylketonuria, or PKU, a rare inherited
metabolic disease characterized by the body’s inability to break down an essential amino acid called phenylalanine, and
which can result in neurological and other symptoms. In June 2025, Sephience was granted marketing authorization by
the European Commission, or EC, for the treatment of children and adults living with PKU within the European Economic
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Area, or EEA. In July 2025, Sephience was approved by the U.S. Food and Drug Administration, or FDA, for the treatment
of pediatric and adult patients living with PKU in the United States age one month and above. In December 2025,
Sephience was approved by the Japanese Ministry of Health, Labor and Welfare, or MHLW, for the treatment of children
and adults living with PKU. In February 2026, Sephience was approved by ANVISA, the Brazilian health regulatory
authority, for the treatment of children and adults living with PKU in Brazil. Sephience is also approved in additional
geographies. During the year ended December 31, 2025, we recognized $111.2 million in net product revenues for
Sephience.
We have two products, Translarna™ (ataluren) and Emflaza® (deflazacort), for the treatment of Duchenne muscular
dystrophy, or DMD, a rare, life threatening disorder. While Translarna previously had conditional approval in the EEA, in
March 2025, the European Commission, or EC, adopted the negative opinion of the Committee of Medicinal Products for
Human Use, or CHMP, of the European Medicines Agency, or EMA, to not renew the conditional marketing authorization
of Translarna for the treatment of nmDMD. However, the EC indicated that individual countries within the European
Union, or EU, can leverage Articles 117(3) and 5(1) of the EU Directive 2001/83 to allow continued commercial use of
Translarna. Translarna has marketing authorization in additional geographies outside of the EEA, though the EC adoption
of the CHMP negative opinion and the withdrawal of the Translarna NDA in the United States may affect future
reauthorizations. During the year ended December 31, 2025, we recognized $235.3 million in net product revenues for
Translarna. Emflaza is approved in the United States for the treatment of DMD in patients two years and older. During
the year ended December 31, 2025, we recognized $146.4 million in net product revenues for Emflaza.
Each country, including each member state of the EEA, has its own pricing and reimbursement regulations. In order
to commence commercial sale of product pursuant to our Sephience marketing authorization in any particular country in
the EEA, we must finalize pricing and reimbursement negotiations with the applicable government body in such country.
As a result, our commercial launch will continue to be on a country-by-country basis. We also have made, and expect to
continue to make, product available under early access programs, or EAP programs, or similar styled programs both in
countries in the EEA and other territories. Our ability to negotiate, secure and maintain reimbursement for product under
commercial and EAP programs can be subject to challenge in any particular country and can also be affected by political,
economic and regulatory developments in such country.
Translarna is an investigational new drug in the United States. During the first quarter of 2017, we filed an NDA for
Translarna for the treatment of nmDMD over protest with the FDA. In October 2017, the Office of Drug Evaluation I of
the FDA issued a complete response letter for the NDA, stating that it was unable to approve the application in its current
form. In response, we filed a formal dispute resolution request with the Office of New Drugs of the FDA. In February 2018,
the Office of New Drugs of the FDA denied our appeal of the complete response letter. In its response, the Office of New
Drugs recommended a possible path forward for our ataluren NDA submission based on the accelerated approval pathway.
We followed the FDA’s recommendation and collected, using newer technologies via procedures and methods that we
designed in a new study, Study 045, and announced the results of Study 045 in February 2021. Study 045 did not meet its
pre-specified primary endpoint. In June 2022, we announced top-line results from the placebo-controlled trial of Study
041, which was our 18 months, placebo-controlled trial, followed by an 18 months open label extension, of Translarna in
the treatment of ambulatory patients with nmDMD aged five years or older. Following this announcement, we submitted
a meeting request to the FDA to gain clarity on the regulatory pathway for a potential re-submission of an NDA for
Translarna. The FDA provided initial written feedback that Study 041 does not provide substantial evidence of
effectiveness to support NDA re-submission. We held a Type C meeting with the FDA in the fourth quarter of 2023 to
discuss the totality of Translarna data. Based on feedback from the FDA, we re-submitted the NDA in July 2024, based
on the results from Study 041 and from our international drug registry study for nmDMD patients receiving Translarna.
In October 2024, the FDA accepted for review the resubmission of the NDA for Translarna for the treatment of nmDMD.
Following feedback from FDA at the end of January 2026, we decided to withdraw the NDA resubmission for Translarna.
Further development of Translarna for the treatment of nmDMD in the United States is not planned.
With respect to Emflaza, we have previously relied on Emflaza’s seven-year marketing exclusivity period in the
United States for its approved indications under the provisions of the Orphan Drug Act of 1983, or the Orphan Drug Act,
when commercializing Emflaza for the treatment of DMD in patients five years and older, which expired in February
2024. With the expiration of this orphan drug exclusivity, we have seen an increase in competition from generics, which
has, and we expect will continue to have, a negative impact on Emflaza net product revenue. Emflaza’s orphan drug
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exclusivity related to the treatment of DMD in patients two years of age to less than five expires in June 2026. See
“Item 1. Business-Government Regulation” for further discussion with respect to marketing protection we rely on.
Upstaza/Kebilidi is a gene therapy for the treatment of Aromatic L Amino Decarboxylase, or AADC, deficiency, a
rare central nervous system, or CNS, disorder arising from reductions in the enzyme AADC that results from mutations in
the dopa decarboxylase gene. In July 2022, the EC approved Upstaza for the treatment of AADC deficiency for patients
18 months and older within the EEA. In November 2022, the Medicines and Healthcare Products Regulatory Agency
approved Upstaza for the treatment of AADC deficiency for patients 18 months and older within the United Kingdom. In
November 2024, the FDA granted accelerated approval of our gene therapy for the treatment of children and adults with
AADC deficiency, which is marketed with the brand name Kebilidi in the United States. We are obligated to complete
certain post-marketing requirements in connection with the FDA's approval, including clinical safety studies.
We hold the rights for the commercialization of Tegsedi and Waylivra for the treatment of rare diseases in countries
in Latin America and the Caribbean pursuant to a Collaboration and License Agreement, or the Tegsedi-Waylivra
Agreement, dated August 1, 2018, by and between us and Akcea Therapeutics, Inc., or Akcea, a subsidiary of Ionis
Pharmaceuticals, Inc. Tegsedi has received marketing authorization in the United States, EU, and Brazil for the treatment
of stage 1 or stage 2 polyneuropathy in adult patients with hereditary transthyretin amyloidosis, or hATTR amyloidosis.
In August 2021, ANVISA, the Brazilian health regulatory authority, approved Waylivra as the first treatment for familial
chylomicronemia syndrome, or FCS, in Brazil. In December 2022, ANVISA approved Waylivra for the treatment of
familial partial lipodystrophy, or FPL. Waylivra has also received marketing authorization in the EU for the treatment of
FCS.
We also have a spinal muscular atrophy, or SMA, collaboration with F. Hoffman La Roche Ltd. and Hoffman La
Roche Inc., which we refer to collectively as Roche, and the Spinal Muscular Atrophy Foundation, or SMA Foundation.
The SMA program has one approved product, Evrysdi® (risdiplam), which was approved by the FDA in August 2020 for
the treatment of SMA in adults and children two months and older and by the EC in March 2021 for the treatment of 5q
SMA in patients two months and older with a clinical diagnosis of SMA Type 1, Type 2 or Type 3 or with one to four
SMN2 copies. Evrysdi has also received marketing authorization for the treatment of SMA in over 100 countries. In May
2022, the FDA approved a label expansion for Evrysdi to include infants under two months old with SMA. In August
2023, the EC approved an extension of the Evrysdi marketing authorization to include infants under two months old in the
EU.
In addition to our SMA program, our splicing platform also includes votoplam, which is being developed for the
treatment of Huntington’s disease, or HD. We announced the results from our Phase 1 study of votoplam in healthy
volunteers in September 2021 demonstrating dose-dependent lowering of huntingtin messenger ribonucleic acid and
protein levels, that votoplam efficiently crosses blood brain barrier at significant levels and that votoplam was well
tolerated. We initiated a Phase 2 study of votoplam for the treatment of HD in the first quarter of 2022, which consisted
of an initial 12-week placebo-controlled phase focused on safety, pharmacology and pharmacodynamic effects followed
by a nine-month placebo-controlled phase focused on votoplam biomarker effect. In September 2024, the FDA granted
Fast Track designation to the votoplam program for the treatment of HD. In November 2024, we entered into a License
and Collaboration Agreement with Novartis Pharmaceuticals Corporation, or Novartis, relating to our votoplam program,
or the Novartis Agreement, which included related molecules. While Novartis has taken over responsibility for the further
development of the votoplam program, we continue to collaborate with Novartis on next steps. In May 2025, we announced
that the Phase 2 study of votoplam met its primary endpoints of blood HTT lowering and safety. The results on the full
study population are consistent with the previously reported evidence of dose-dependent HTT lowering, favorable safety
profile and early signals of dose-dependent clinical effect at 12 months in Stage 2 patients. In addition, at 24 months of
treatment, there were continued trends of dose-dependent favorable clinical effect relative to a propensity-matched natural
history cohort as well as dose-dependent NfL lowering. In the fourth quarter of 2025, an End-of-Phase 2 meeting was held
with FDA, and we reached alignment on design of a global Phase 3 clinical trial, which we expect that Novartis will initiate
in the first half of 2026. This trial could serve as the confirmatory study in the context of Accelerated Approval, or as a
registration trial. We also expect to have results from the Phase 2 PIVOT-HD extension study of votoplam in the first
half of 2026, once all participants cross the 24-month time point.
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Our inflammation and ferroptosis platform consists of small molecule compounds that target oxidoreductase enzymes
that regulate oxidative stress and inflammatory pathways central to the pathology of a number of CNS and non-CNS
diseases. The most advanced molecule in our inflammation and ferroptosis platform is vatiquinone. We announced topline
results from a registration-directed Phase 3 trial of vatiquinone in children and young adults with Friedreich’s ataxia, or
FA, called MOVE-FA, in May 2023. While the trial did not meet its primary endpoint, vatiquinone treatment did
demonstrate significant benefit on key disease subscales, including the upright stability subscale, as well as on other disease
relevant endpoints. In October 2024, we announced that the pre-specified endpoint for two different FA long-term
extension studies was met, with statistically significant evidence of durable treatment benefit on disease progression. In
December 2024, we submitted an NDA to the FDA for vatiquinone for the treatment of children and adults living with
FA. In August 2025, the FDA issued a complete response letter related to the NDA stating that substantial evidence of
efficacy was not demonstrated for vatiquinone and that an additional adequate and well-controlled study would be needed
to support NDA resubmission. We met with the FDA in the fourth quarter of 2025 to discuss the vatiquinone development
program. FDA suggested an additional study be conducted to support NDA resubmission. FDA stated in the meeting
minutes that this study could be an open label study with a natural history control group. We plan to meet with FDA in the
second quarter of 2026 to discuss the design of this new study.
In addition, we have a pipeline of product candidates and discovery programs that are in early clinical, pre-clinical
and research and development stages focused on the development of new treatments for multiple therapeutic areas for rare
diseases.
Overview—Funding
The success of our products and any other product candidates we may develop depends largely on obtaining and
maintaining reimbursement from governments and third-party insurers. During 2025, our revenues were primarily
generated from sales of Sephience for the treatment of PKU in the U.S. and EEA, Translarna for the treatment of nmDMD
in countries where we were able to obtain acceptable commercial pricing and reimbursement terms and in select countries
where we are permitted to distribute Translarna under our EAP programs or through similar styled programs, and from
sales of Emflaza for the treatment of DMD in the United States. There is a substantial risk that as a result of the EC’s
adoption of the CHMP’s negative opinion we will lose a significant portion of our ability to generate revenue from sales
of Translarna in the EEA. We also generated revenue from sales of Upstaza/Kebilidi for the treatment of AADC deficiency
in the EEA and in the U.S., and have recognized revenue associated with milestone and royalty payments from Roche
pursuant to a License and Collaboration Agreement, or the SMA License Agreement, by and among us, Roche and, for
the limited purposes set forth therein, the SMA Foundation, under our SMA program and we have recognized license
revenues related to performance obligations completed pursuant to the Novartis Agreement.
In August 2019, we entered into an At the Market Offering Sales Agreement, or the Sales Agreement, with Cantor
Fitzgerald and RBC Capital Markets, LLC, or together, the Sales Agents, pursuant to which, we may offer and sell shares
of our common stock, having an aggregate offering price of up to $125.0 million from time to time through the Sales
Agents by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under
the Securities Act of 1933, as amended, or the Securities Act. We did not issue or sell any shares of common stock pursuant
to the Sales Agreement during the years ended December 31, 2025, 2024 and 2023. The remaining shares of our common
stock available to be issued and sold, under the Sales Agreement, have an aggregate offering price of up to $93.0 million
as of December 31, 2025.
In September 2019, we issued $287.5 million aggregate principal amount of 1.50% convertible senior notes due
September 15, 2026, or the 2026 Convertible Notes, which included an option to purchase up to an additional $37.5 million
in aggregate principal amount of the 2026 Convertible Notes, which was exercised in full by the initial purchasers. We
received net proceeds of $279.3 million after deducting the initial purchasers’ discounts and commissions and the offering
expenses payable by us. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Liquidity and capital resources—Sources of liquidity” for additional information.
In July 2020, we entered into a Royalty Purchase Agreement, or the Original Royalty Purchase Agreement, with RPI
Intermediate Finance Trust, or RPI, and, for the limited purposes set forth in the agreement, Royalty Pharma plc. Pursuant
to the Original Royalty Purchase Agreement, we sold to RPI 42.933%, or the Original Assigned Royalty Rights, of the
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Royalty (as defined below) for $650.0 million. At that time, we retained a 57.067% interest in the Royalty and all economic
rights to receive the remaining potential regulatory and sales milestone payments under the SMA License Agreement.
In June 2021, we filed a Certificate of Amendment to our Restated Certificate of Incorporation, which increased the
number of authorized shares of our common stock from 125,000,000 to 250,000,000 shares.
In October 2022, we entered into the Credit Agreement, dated October 27, 2022, by and among us and certain of our
subsidiaries from time to time party thereto, as guarantors, or, collectively with us, the Loan Parties, funds and other
affiliated entities advised or managed by Blackstone Life Sciences and Blackstone Credit, or collectively, Blackstone, as
lenders, together with their permitted assignees, the Lenders, and Wilmington Trust, National Association, as the
administrative agent for the Lenders, or the Blackstone Credit Agreement, which we terminated in October 2023. In
connection with the termination of the Blackstone Credit Agreement, we repaid outstanding principal of $300.0 million,
accrued interest of $2.1 million, an additional $82.0 million in prepayment premiums, exit fees, and creditor expenses, and
$0.2 million in legal fees. We recorded a loss on the extinguishment of debt of $92.7 million which is included on the
statement of operations for the period ended December 31, 2023. The loss on extinguishment of debt consisted of $82.0
million in prepayment premiums, exit fees, and creditor expenses and debt issuance costs of $10.7 million. All liens and
security interests securing the loans made pursuant to the Blackstone Credit Agreement were released upon termination.
In June 2024, we entered into an amendment with Royalty Pharma Investments 2019 ICAV, or Royalty Pharma, and
Royalty Pharma plc, to the Amended and Restated Royalty Purchase Agreement, dated October 18, 2023, or the A&R
Royalty Purchase Agreement, which amends and restated in its entirety the Original Royalty Purchase Agreement, and we
exercised our first put option in exchange for $241.8 million in cash consideration. In December 2025, we, Royalty
Pharma, and, for the limited purposes set forth in Amendment No. 2 (as defined below), Royalty Pharma plc, entered into
an Amendment No. 2 to Amended and Restated Royalty Purchase Agreement, or Amendment No. 2, which amends that
certain A&R Royalty Purchase Agreement, as amended. Under Amendment No. 2, we sold to Royalty Pharma a certain
portion of our right to receive sales-based royalty payments on worldwide net sales of Roche’s Evrysdi® (risdiplam)
product and any other product developed pursuant to the License and Collaboration Agreement, dated as of November 23,
2011, by and among us, F. Hoffman-La Roche Ltd, Hoffman-La Roche Inc., together with F. Hoffman-La Roche Ltd,
Roche, and, for the limited purposes set forth therein, the Spinal Muscular Atrophy Foundation, such payments,
the Royalty. Pursuant to Amendment No. 2, on December 29, 2025, we sold to Royalty Pharma its retained interest in the
Royalty in exchange for $240.0 million in upfront cash consideration, and three potential additional cash purchase price
payments of $20.0 million each conditioned upon receipt by Royalty Pharma of more than $347.0 million of Assigned
Royalty Payments (as defined in the A&R Royalty Purchase Agreement) in respect of Calendar Year Net Sales (as defined
in the A&R Royalty Purchase Agreement) arising in 2027, $363.0 million of Assigned Royalty Payments in respect of
Calendar Year Net Sales arising in 2028, and $379.0 million of Assigned Royalty Payments in respect of Calendar Year
Net Sales arising in 2029, respectively. The retained interest sold by us to Royalty Pharma pursuant to the Amendment
No. 2 is equal to 9.5111% of the Royalty before the 2020 Assigned Royalty Cap (as defined in the A&R Royalty Purchase
Agreement) has been met, and 16.6666% of the Royalty from and after such time as the 2020 Assigned Royalty Cap has
been met. As a result of the sale, Royalty Pharma owns 100% of the Royalty and we own 0% of the Royalty. See “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and capital
resources—Sources of Liquidity” for additional information.
In November 2024, we entered into the Novartis Agreement relating to our votoplam HD program which includes
related molecules. Novartis is responsible for all other development of licensed compounds and licensed products and the
manufacture and commercialization of licensed compounds and licensed products worldwide. While Novartis has taken
over responsibility for the further development of the votoplam program, we continue to collaborate with Novartis on next
steps. Under the Novartis Agreement, and upon the closing of the transaction contemplated by the Novartis Agreement in
January 2025, we received an upfront payment of $1.0 billion on the effective date and can receive up to $1.9 billion in
development, regulatory and sales milestones, a 40% share of U.S. profits and losses, and tiered double-digit royalties on
ex-U.S. sales. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Liquidity and capital resources—Sources of Liquidity” for additional information.
We have financed our operations to date primarily through the private offerings of convertible senior notes, public
and “at the market offerings” of common stock, proceeds from royalty purchase agreements, private placements of our
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convertible preferred stock and common stock, collaborations, bank and institutional lender debt, other convertible debt,
grant funding and clinical trial support from governmental and philanthropic organizations and patient advocacy groups
in the disease areas addressed by our product candidates. We have relied on revenue generated from net sales of our
products. We have also relied on revenue associated with milestone and royalty payments from Roche pursuant to the
SMA License Agreement under our SMA program and license revenues related to performance obligations completed
pursuant to the Novartis Agreement.
As of December 31, 2025, we had an accumulated deficit of $2,964.2 million. We had a net income of $682.6 million
for the year ended December 31, 2025, and a net loss of $363.3 million and a net loss of $626.6 million for the fiscal years
ended December 31, 2024 and 2023, respectively.
We anticipate that we will continue to incur significant expenses in connection with our commercialization efforts in
the United States, the EEA, Latin America, Japan and other territories, including expenses related to our commercial
infrastructure and corresponding sales and marketing, legal and regulatory, and distribution and manufacturing
undertakings as well as administrative and employee-based expenses. In addition to the foregoing, we expect to continue
to incur significant costs in connection with ongoing, planned and potential future clinical trials and studies for our splicing
and inflammation and ferroptosis programs as well as studies in our products for maintaining authorizations, label
extensions and additional indications. In August 2025, the FDA issued a complete response letter related to the NDA
stating that substantial evidence of efficacy was not demonstrated for vatiquinone and that an additional adequate and
well-controlled study would be needed to support NDA resubmission. We met with the FDA in the fourth quarter of 2025
to discuss the vatiquinone development program. FDA suggested an additional study be conducted to support NDA
resubmission. FDA stated in the meeting minutes that this study could be an open label study with a natural history control
group. We plan to meet with FDA in the second quarter of 2026 to discuss the design of this new study.
We may seek to expand and diversify our product pipeline through opportunistically in-licensing or acquiring the
rights to products, product candidates or technologies and we may incur expenses, including with respect to transaction
costs, subsequent development costs or any upfront, milestone or other payments or other financial obligations associated
with any such transaction, which would increase our future capital requirements.
With respect to our outstanding 2026 Convertible Notes, cash interest payments are payable on a semi-annual basis
in arrears, which will require total funding of $4.3 million annually. These notes are currently convertible and will mature
and become due and payable on September 15, 2026 unless earlier redeemed or converted.
In June 2025, Sephience was granted marketing authorization by the EC for the treatment of children and adults living
with PKU. Pursuant to the Censa Merger Agreement, the approval triggered a $25.0 million milestone payable to the
former Censa securityholders. In July 2025, Sephience was granted FDA approval for the treatment of children and adults
living with PKU. Pursuant to the Censa Merger Agreement, the approval triggered a $32.5 million milestone payment to
the former Censa securityholders. As of December 31, 2025, we have paid to the former Censa securityholders all potential
regulatory milestones relating to Sephience.
We will need to generate significant revenues to achieve and sustain profitability, and we may never do so.
Accordingly, we may need to obtain substantial additional funding in connection with our continuing operations. Adequate
additional financing may not be available to us on acceptable terms, or at all. If we are unable to raise capital when needed
or on attractive terms, we could be forced to delay, reduce or eliminate our research and development programs or our
commercialization efforts.
Financial operations overview
Revenues
To date, our net product revenues have consisted primarily of sales of Translarna for the treatment of nmDMD in
territories outside of the United States, and sales of Emflaza for the treatment of DMD in the United States. Beginning in
the second half of 2025, our net product revenues also includes Sephience for the treatment of PKU. There is a substantial
risk that as a result of the EC’s adoption of the CHMP’s negative opinion we will lose a significant portion of our ability
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to generate revenue from sales of Translarna in the EEA. Our process for recognizing revenue is described below under
“Critical accounting policies and significant judgments and estimates—Revenue recognition”.
Roche and the SMA Foundation Collaboration. In November 2011, we entered into the SMA License Agreement
pursuant to which we are collaborating with Roche and the SMA Foundation to further develop and commercialize
compounds identified under our SMA program with the SMA Foundation. The research component of this agreement
terminated effective December 31, 2014. We are eligible to receive additional payments from Roche if specified events
are achieved with respect to each licensed product, including up to $135.0 million in research and development event
milestones, up to $325.0 million in sales milestones upon achievement of specified sales events, and up to double digit
royalties on worldwide annual net sales of a commercial product. As of December 31, 2025, we had recognized a total of
$310.0 million in milestone payments and $789.8 million in royalties on net sales pursuant to the SMA License Agreement.
As of December 31, 2025, there are no remaining research and development event milestones that we can receive. The
remaining potential sales milestones as of December 31, 2025 are $150.0 million upon achievement of certain sales events.
In June 2024, we entered into an amendment to the A&R Royalty Purchase Agreement, and we exercised our first put
option in exchange for $241.8 million in cash consideration. Pursuant to the A&R Royalty Purchase Agreement, Royalty
Pharma has paid to us aggregate cash consideration of $1.9 billion (less Royalty payments received by us with respect to
the Assigned Royalty Rights) in exchange for 90.49% of the Royalty, which was to be reduced to 83.33% of the Royalty
after Royalty Pharma receives $1.3 billion in aggregate payments from the Royalty assigned at the closing of the Original
Purchase Agreement. In December 2025, we, Royalty Pharma, and, for the limited purposes set forth in Amendment No.
2 (as defined below), Royalty Pharma plc, entered into Amendment No. 2, which amends that certain A&R Royalty
Purchase Agreement, as amended. Under Amendment No. 2, we sold to Royalty Pharma a certain portion of our right to
receive sales-based royalty payments on worldwide net sales of Roche’s Evrysdi® (risdiplam) product and any other
product developed pursuant to the License and Collaboration Agreement, dated as of November 23, 2011, by and among
us, Roche, and, for the limited purposes set forth therein, the Spinal Muscular Atrophy Foundation, such payments,
the Royalty. Pursuant to Amendment No. 2, on December 29, 2025, we sold to Royalty Pharma its retained interest in the
Royalty in exchange for $240.0 million in upfront cash consideration, and three potential additional cash purchase price
payments of $20.0 million each conditioned upon receipt by Royalty Pharma of more than $347.0 million of Assigned
Royalty Payments (as defined in the A&R Royalty Purchase Agreement) in respect of Calendar Year Net Sales (as defined
in the A&R Royalty Purchase Agreement) arising in 2027, $363.0 million of Assigned Royalty Payments in respect of
Calendar Year Net Sales arising in 2028, and $379.0 million of Assigned Royalty Payments in respect of Calendar Year
Net Sales arising in 2029, respectively. The retained interest sold by us to Royalty Pharma pursuant to the Amendment
No. 2 is equal to 9.5111% of the Royalty before the 2020 Assigned Royalty Cap (as defined in the A&R Royalty Purchase
Agreement) has been met, and 16.6666% of the Royalty from and after such time as the 2020 Assigned Royalty Cap has
been met. As a result of the sale, Royalty Pharma owns 100% of the Royalty and we own 0% of the Royalty.
Novartis Collaboration. On November 27, 2024, we and Novartis entered into the Novartis Agreement relating to our
votoplam HD program which includes related molecules. Under the Novartis Agreement, and upon the closing of the
transaction contemplated by the Novartis Agreement in January 2025, we received an upfront payment of $1.0 billion on
the effective date and can receive up to $1.9 billion in development, regulatory and sales milestones, a 40% share of U.S.
profits and losses, and tiered double-digit royalties on ex-U.S. sales. See “Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Liquidity and capital resources—Sources of liquidity” for additional
information.
Research and development expense
Research and development expenses consist of the costs associated with our research activities, as well as the costs
associated with our drug discovery efforts, conducting preclinical studies and clinical trials, manufacturing development
efforts and activities related to regulatory filings. Our research and development expenses consist of:
•
external research and development expenses incurred under agreements with third-party contract research
organizations and investigative sites, third-party manufacturing organizations and consultants;
•
employee-related expenses, which include salaries and benefits, including share-based compensation, for the
personnel involved in our drug discovery and development activities; and
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•
facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent and
maintenance of facilities, IT, human resources, and other support functions, depreciation of leasehold
improvements and equipment, and laboratory and other supplies.
We use our employee and infrastructure resources across multiple research projects, including our drug development
programs. We track expenses related to our clinical programs and certain preclinical programs on a per project basis.
We expect our research and development expenses to fluctuate in connection with our ongoing activities, particularly
in connection with our activities for our splicing and inflammation and ferroptosis programs and performance of any post-
marketing requirements imposed by regulatory agencies with respect to our products. The timing and amount of these
expenses will depend upon the outcome of our ongoing clinical trials and the costs associated with our planned clinical
trials. The timing and amount of these expenses will also depend on the costs associated with potential future clinical trials
of our products or product candidates and the related expansion of our research and development organization, regulatory
requirements, advancement of our preclinical programs, and product and product candidate manufacturing costs. In 2023,
as part of our strategic pipeline prioritizations, we decided to discontinue our preclinical and early research programs for
our gene therapy and oncology platforms, reducing research and development expenses in these areas.
The following table provides research and development expense for our most advanced principal product development
programs, for the years ended December 31, 2025, 2024, and 2023.
Year ended
December 31,
2025
2024
2023
(in thousands)
Sephience
$
131,257
$
96,043
$
94,031
Inflammation & Ferroptosis platform
38,738
49,277
52,154
Global DMD
22,173
27,758
45,387
Gene Therapy
14,272
17,339
42,114
Splicing platform
6,863
25,225
22,575
Other development programs
1,433
3,952
24,873
Total Development
214,736
219,594
281,134
Research
42,789
63,375
99,286
Milestones
—
65,000
30,000
Payroll, benefits, and share-based stock compensation
159,030
147,052
205,359
Facilities and other indirect costs
38,694
39,459
50,784
Total research and development
$
455,249
$
534,480
$ 666,563
Development. Consists of costs incurred for product candidates following initiation of a clinical trial.
For the year ended December 31, 2025, compared to the years ended December 31, 2024 and 2023, the changes reflect
progressing through different phases of studies as we continue to focus our resources on our differentiated, high potential
research and development programs. The decrease is primarily due to a decrease relating to Global DMD, Gene Therapy,
and Splicing platform, offset by an increase in Sephience related development.
Research. Consists of costs incurred for product candidates before initiation of a clinical trial.
For the year ended December 31, 2025, compared to the years ended December 31, 2024 and 2023, the decrease in
research expenses was primarily related to our strategic pipeline prioritization in 2023 where we discontinued several
preclinical and early research programs. The decrease also reflects our continued focus of our resources on product
candidates approaching approval during the current year periods.
Milestones. Consists of development and regulatory milestone expenses incurred in connection with our collaborative
arrangements.
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For the year ended December 31, 2025, compared to the years ended December 31, 2024 and 2023, the changes in
milestone expenses primarily related to no milestones expensed in year the ended December 31, 2025, as compared to the
achievement of a $15.0 million success-based regulatory milestone for the validation and acceptance of an MMA for
Sephience for PKU in May 2024, the achievement of a $25.0 million regulatory milestone for the decision to submit an
NDA to the FDA for Sephience for PKU in July 2024, and the achievement of a $25.0 million regulatory milestone for
the acceptance of an NDA by the FDA for Sephience for PKU in September 2024, as compared to the achievement of a
$30.0 million success-based development milestone for the completion of enrollment of a Phase 3 clinical trial for
Sephience for PKU in February 2023.
Payroll, benefits, and share-based stock compensation. Consists of costs incurred for salaries and wages, bonus,
payroll taxes, benefits and share-based stock compensation associated with employees involved in research and
development activities. Share-based stock compensation may fluctuate from period to period based on factors that are not
within our control, such as our stock price on the dates share-based grants are issued.
For the year ended December 31, 2025, compared to the years ended December 31, 2024 and 2023, the change in
payroll, benefits, and share-based stock compensation expenses primarily relates to our reduction in workforce in
connection with our strategic pipeline prioritization in 2023 and discontinuation of our preclinical and early research
programs in our gene therapy platform.
Facilities and other. Consists of indirect costs incurred for the benefit of multiple programs, including information
technology, and other facility-based expenses, such as rent expense.
For the year ended December 31, 2025, compared to the years ended December 31, 2024 and 2023, the change in
facilities and other expenses primarily related to decreases in facility-based expenses at our facility in Hopewell Township,
New Jersey as a result of an amendment and restatement of our lease for such facility and at our facility in Warren, New
Jersey as a result of an amendment to our lease for such facility in the year ended December 31, 2024.
The successful development of our products and product candidates is highly uncertain. This is due to the numerous
risks and uncertainties associated with developing drugs, including the uncertainty of:
•
the scope, rate of progress and expense of our clinical trials and other research and development activities;
•
the potential benefits of our products and product candidates over other therapies;
•
our ability to market, commercialize and achieve market acceptance for our products or any of our product
candidates that we are developing or may develop in the future, including our ability to negotiate pricing and
reimbursement terms acceptable to us;
•
clinical trial results;
•
the terms and timing of regulatory approvals; and
•
the expense of filing, prosecuting, defending and enforcing patent claims and other intellectual property rights.
A change in the outcome of any of these variables with respect to the development of our products or product
candidates could mean a significant change in the costs and timing associated with the development of those products or
product candidates. For example, if the EMA or the FDA or other regulatory authority were to require us to conduct clinical
trials beyond those which we currently anticipate will be required for the completion of clinical development of any of our
products or product candidates or if we experience significant delays in enrollment in any of our clinical trials, we could
be required to expend significant additional financial resources and time on the completion of clinical development.
Selling, general and administrative expense
Selling, general and administrative expenses consist primarily of salaries and other related costs for personnel,
including share-based compensation expenses, in our executive, legal, business development, commercial, finance,
accounting, information technology and human resource functions. Other selling, general and administrative expenses
include facility-related costs not otherwise included in research and development expense; advertising and promotional
expenses; costs associated with industry and trade shows; and professional fees for legal services, including patent-related
expenses, accounting services and miscellaneous selling costs.
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We expect that we will continue to incur significant selling, general and administrative expenses in future periods in
connection with our continued efforts to commercialize our products, including increased payroll, expanded infrastructure,
commercial operations, increased consulting, legal, accounting and investor relations expenses.
Interest expense, net
Interest expense, net consists of interest expense from the liability for the sale of future royalties related to the Original
Royalty Purchase Agreement, the A&R Royalty Purchase Agreement, the 2026 Convertible Notes outstanding and the
Blackstone Credit Agreement that we repaid and terminated in October 2023, offset by interest income earned on
investments.
Critical accounting policies and significant judgments and estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial
statements, which we have prepared in accordance with generally accepted accounting principles in the United States. The
preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well
as the reported revenues and expenses during the reporting periods. Actual results may differ from these estimates under
different assumptions or conditions.
Of our policies, revenue recognition related to net product revenue is considered critical to an understanding of our
consolidated financial statements as it requires the application of the most subjective and complex judgment, involving
critical accounting estimates and assumptions impacting our consolidated financial statements.
Revenue recognition related to net product revenue
Net product revenues. Our net product revenue primarily consists of sales of Translarna in territories outside of the
U.S. and sales of Emflaza in the U.S., both for the treatment of DMD. Beginning in the second half of 2025, our net product
revenues also includes sales of Sephience for the treatment of PKU. We recognize revenue when performance obligations
with customers have been satisfied. Our performance obligations are to provide products based on customer orders from
distributors, hospitals, specialty pharmacies or retail pharmacies. The performance obligations are satisfied at a point in
time when our customer obtains control of the product, which is typically upon delivery. We invoice customers after the
products have been delivered and invoice payments are generally due within 30 to 90 days of invoice date. We determine
the transaction price based on fixed consideration in its contractual agreements. Contract liabilities arise in certain
circumstances when consideration is due for goods not yet provided. As we have identified only one distinct performance
obligation, the transaction price is allocated entirely to the product sale. In determining the transaction price, a significant
financing component does not exist since the timing from when we deliver product to when the customers pay for the
product is typically less than one year. Customers in certain countries pay in advance of product delivery. In those
instances, payment and delivery typically occur in the same month.
We record product sales net of any variable consideration, which includes discounts, allowances, rebates related to
Medicaid and other government pricing programs, and distribution fees. We use the expected value or most likely amount
method when estimating variable consideration, unless discount or rebate terms are specified within contracts. The
identified variable consideration is recorded as a reduction of revenue at the time revenues from product sales are
recognized. These estimates for variable consideration are adjusted to reflect known changes in factors and may impact
such estimates in the quarter those changes are known. Revenue recognized does not include amounts of variable
consideration that are constrained.
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During the years ended December 31, 2025, 2024, and 2023, net product revenues consisted of the following:
Years ended December 31,
2025
2024
2023
United States International
Total
United States International
Total
United States International
Total
Translarna
$
—
235,299 235,299
$
—
321,071 321,071
$
—
332,753 332,753
Emflaza
146,361
— 146,361
207,215
— 207,215
255,087
— 255,087
Sephience
95,045
16,108 111,153
—
—
—
—
—
—
Upstaza/Kebilidi
10,779
45,847
56,626
—
16,913
16,913
—
18,841
18,841
All other products
—
37,264
37,264
—
36,946
36,946
—
31,496
31,496
Total net product
revenue
$
252,185 $
334,518 $ 586,703
$
207,215 $
374,930 $ 582,145
$
255,087 $
383,090 $ 638,177
Disaggregated net product revenues by country for the years ended December 31, 2025, 2024, and 2023 are as follows:
Years ended December 31,
2025
2024
2023
United States
$
252,185
$
207,215
$
255,087
Russia
100,445
105,377
85,974
Brazil
65,661
72,081
58,606
All other countries
168,412
197,472
238,510
Total net product revenue
$
586,703
$
582,145
$
638,177
Sales of Translarna in France are not depicted in the net product revenue tables above. See “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations- Results of operations- Year ended December
31, 2025 compared to year ended December 31, 2024” for additional information.
For the year ended December 31, 2025, four of our distributors each accounted for over 10% of our net product sales.
For the years ended December 31, 2024 and 2023, two of our distributors each accounted for over 10% of our net product
sales.
In relation to customer contracts, we incur costs to fulfill a contract but do not incur costs to obtain a contract. These
costs to fulfill a contract do not meet the criteria for capitalization and are expensed as incurred. We consider any shipping
and handling costs that are incurred after the customer has obtained control of the product as a cost to fulfill a promise.
Shipping and handling costs associated with finished goods delivered to customers are recorded as a selling expense.
For a description of our significant accounting policies, see Note 2 to our consolidated financial statements.
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Results of operations
Year ended December 31, 2025 compared to year ended December 31, 2024
The following table summarizes revenues and selected expense and other income data for the year ended
December 31, 2025 and 2024:
Year ended
December 31,
Change
(in thousands)
2025
2024
2025 vs. 2024
Net product revenue
$ 586,703
$ 582,145
$
4,558
Collaboration and license revenue
998,357
304
$ 998,053
Royalty revenue
244,224
203,864
$
40,360
Translarna France
(98,629)
18,806
$ (117,435)
Manufacturing revenue
—
1,661
$
(1,661)
Cost of product, collaboration and license sales, excluding amortization of
acquired intangible assets
47,013
57,398
$ (10,385)
Amortization of acquired intangible assets
24,742
60,738
$ (35,996)
Research and development
455,249
534,480
$ (79,231)
Selling, general and administrative
347,143
300,911
$
46,232
Change in the fair value of contingent consideration
(800)
(4,475)
$
3,675
Intangible asset impairment
—
159,548
$ (159,548)
Tangible asset impairment and (gains) losses on transactions, net
(9,627)
750
$ (10,377)
Interest expense, net
(152,230)
(166,993)
$
14,763
Other (expense) income, net
(18,086)
6,544
$ (24,630)
Gain on sale of priority review voucher
—
99,900
$ (99,900)
Income tax expense
(13,975)
(176)
$ (13,799)
Net product revenue. Net product revenue was $586.7 million for the year ended December 31, 2025, an increase of
$4.6 million, or 1%, from net product revenue of $582.1 million for the year ended December 31, 2024. The increase in
net product revenue was primarily due to an increase in net product sales of Sephience and Upstaza/Kebilidi, with
Sephience and Kebilidi sales beginning in the second half of 2025. This increase was partially offset by a decrease in net
product sales of Emflaza and Translarna. The decrease in Emflaza sales is primarily driven by additional generic
competition. The decrease in Translarna sales is primarily due to the EC’s adoption of the CHMP’s negative opinion.
Collaboration and license revenue. Collaboration and license revenue was $998.4 million for the year ended
December 31, 2025, an increase of $998.1 million, or over 100%, from collaboration revenue of $0.3 million for the year
ended December 31, 2024. The increase in collaboration and license revenue was primarily due to the recognition of $1.0
billion of license revenues from the Novartis Agreement related to our votoplam HD program, which was partially offset
by a $3.5 million refund for a prior collaboration arrangement in relation to votoplam.
Royalty revenue. Royalty revenue was $244.2 million for the year ended December 31, 2025, an increase of $40.4
million, or 20%, from $203.9 million for the year ended December 31, 2024. The increase in royalty revenue was due to
higher Evrysdi sales in the year ended December 31, 2025, compared to the year ended December 31, 2024. In accordance
with the SMA License Agreement, we record royalty revenues based on worldwide annual net sales of the product.
Translarna France. In the year ended December 31, 2025, we changed our estimates for our sales allowance related
to Translarna revenues in France, primarily based on our recent communications with the French pricing authorities
subsequent to the EC’s adoption of the opinion of the CHMP of the EMA to not renew the authorization of Translarna for
the treatment of nmDMD. This change in estimate for sales allowance resulted in an increase of $98.6 million to the sales
allowance reserve, which resulted in a decrease to net product revenues of $98.6 million. The $98.6 million change in
sales allowance estimate represents a life to date adjustment for the historical sales of Translarna in France. Translarna
France revenues were reclassified from net product revenues to the Translarna France line item on the consolidated
117
statement of operations for the periods ended December 31, 2024 and December 31, 2023 to allow revenue for sales of
Translarna in France to be comparable.
Manufacturing revenue. Manufacturing revenue was $0.0 million for the year ended December 31, 2025, a decrease
of $1.7 million, or 100%, from $1.7 million for the year ended December 31, 2024. The decrease was due to the prior
completion of all manufacturing services related to the production of plasmid DNA and AAV vectors for gene therapy
applications for external customers. In June 2024, we sold our gene therapy manufacturing business in Hopewell
Township, New Jersey. Accordingly, we do not expect to have manufacturing revenue going forward.
Cost of product, collaboration and license sales, excluding amortization of acquired intangible assets. Cost of product
sales, collaboration and license sales, excluding amortization of acquired intangible assets, was $47.0 million for the year
ended December 31, 2025, a decrease of $10.4 million, or 18%, from $57.4 million for the year ended December 31, 2024.
Cost of product sales, collaboration and license sales, excluding amortization of acquired intangible assets consisted
primarily of costs associated with the Novartis Agreement, as well as production costs, royalty payments, inventory
reserves, and costs associated with sales of Emflaza, Translarna, Sephience, and Upstaza/Kebilidi. The decrease was
primarily due to decreases in royalty costs driven by Emflaza as a result of the completion of the royalty agreement with
Marathon Pharmaceuticals, LLC (now known as Complete Pharma Holdings, LLC), which was partially offset by costs
associated with the Novartis Agreement, inventory costs associated with the Sephience launch, Upstaza/Kebilidi and
Sephience royalty payments, an increase in inventory reserves, and costs associated with new product sales.
Amortization of acquired intangible asset. Amortization of acquired intangible asset was $24.7 million for the year
ended December 31, 2025, a decrease of $36.0 million, or 59%, from $60.7 million for the year ended December 31, 2024.
These amounts are related to the Waylivra, Tegsedi, Upstaza/Kebilidi, Sephience, and Emflaza intangible assets, which
are all being amortized on a straight-line basis over their estimated useful lives. The amortization decrease was primarily
driven by the Emflaza intangible asset being fully amortized as of February 2024. As a result, there is no further
amortization for Emflaza as of February 2024. This decrease was partially offset by increases to the intangible assets
balance for Upstaza/Kebilidi and Sephience assets recorded as a result of regulatory approvals as well as the Censa Rights
Satisfaction Agreement, which increased the corresponding amortization for those assets.
Research and development. Research and development was $455.2 million for the year ended December 31, 2025,
a decrease of $79.2 million, or 15%, compared to $534.5 million for the year ended December 31, 2024. The decrease in
research and development expenses related to decreases in program spend as we continued to focus our resources on our
differentiated, high potential research and development programs. For the year ended December 31, 2024, research and
development expense also included a total of $65.0 million of regulatory success-based milestones paid to the former
Censa securityholders.
Selling, general and administrative. Selling, general and administrative was $347.1 million for the year ended
December 31, 2025, an increase of $46.2 million, or 15%, from $300.9 million for the year ended December 31, 2024.
The increase reflected our continued investment to support our commercial activities including our expanding commercial
portfolio.
Change in the fair value of contingent consideration. Change in the fair value of contingent consideration was a gain
of $0.8 million for the year ended December 31, 2025, a decrease of $3.7 million, or 82%, from a gain of $4.5 million for
the year ended December 31, 2024. During the year ended December 31, 2025, the probability of triggering the remaining
contingent consideration was determined to be remote, and therefore the balance was written down to zero.
Intangible asset impairment. Intangible asset impairment was $0.0 million for the year ended December 31, 2025, a
decrease of $159.5 million, or 100%, from $159.5 million for the year ended December 31, 2024. During the year ended
December 31, 2024, as a result of our annual impairment test for our PTC-AADC indefinite lived intangible asset, we
impaired $159.5 million due to a decrease in projected cash flows due to refinements in current market assumptions and
the timing of patient treatments.
Tangible asset impairment and (gains) losses on transactions, net. Tangible asset impairment and (gains) losses on
transactions, net was a gain of $9.6 million for the year ended December 31, 2025, an increase of $10.4 million, or over
118
100%, from a loss of $0.8 million for the year ended December 31, 2024. The increase in tangible asset impairment and
(gains) losses on transactions, net, was primarily due to a $10.8 million gain on the MassBio lease modification, partially
offset by a loss of $1.0 million in fixed asset impairments in connection with office relocations and closures, as well as a
$0.1 million loss related to the sale of fixed assets for the year ended December 31, 2025. The loss for the year ended
December 31, 2024 was due to a $4.4 million loss primarily related to the sale of certain assets for gene therapy
manufacturing, and a $4.1 million loss primarily related to fixed asset impairments in connection with the South Plainfield,
New Jersey office closure and Warren, New Jersey lease modification. These amounts were partially offset by a gain of
$2.2 million on lease terminations, and a gain of $5.5 million on lease modifications.
Interest expense, net. Interest expense, net was $152.2 million for the year ended December 31, 2025, a decrease of
$14.8 million, or 9%, from interest expense, net of $167.0 million for the year ended December 31, 2024. The decrease in
interest expense, net was primarily due to an increase in interest income from marketable securities-available for sale,
offset by an increase in interest expense related to the liability for the sale of future royalties related to the A&R Royalty
Purchase Agreement.
Other (expense) income, net. Other expense, net was $18.1 million for the year ended December 31, 2025, a change
of $24.6 million, or over 100%, from other income, net of $6.5 million for the year ended December 31, 2024. The change
in other (expense) income, net primarily relates to unrealized and realized foreign exchange losses of $23.1 million for the
year ended December 31, 2025, as compared to unrealized and realized foreign exchange gains of $1.1 million the year
ended December 31, 2024.
Gain on sale of priority review voucher. Gain on sale of priority review voucher was $0.0 million for the year ended
December 31, 2025, a decrease of $99.9 million, or 100%, from gain on sale of priority review voucher of $99.9 million
for the year ended December 31, 2024. For the year ended December 31, 2024, in connection with our FDA approval of
Kebilidi, we received a Priority Review Voucher, or PRV, and sold the PRV for aggregate net proceeds of $148.0 million.
We had previously recorded an indefinite lived intangible asset for the PRV of $48.1 million in connection with the
acquisition of Agilis in 2018, which was included as part of the book balance of our PTC-AADC indefinite lived intangible
asset balance. Accordingly, we derecognized the book value of the PRV and recorded a gain of $99.9 million upon the
sale.
Income tax expense. Income tax expense was $14.0 million for the year ended December 31, 2025, an increase of
$13.8 million, or over 100%, from income tax expense of $0.2 million for the year ended December 31, 2024. The increase
in income tax expense was driven by the income recognized related to the Novartis Agreement. Additionally, we incur
income tax expenses in various foreign jurisdictions, and our foreign tax liabilities are largely dependent upon the
distribution of pre-tax earnings among these different jurisdictions.
119
Year ended December 31, 2024 compared to year ended December 31, 2023
The following table summarizes revenues and selected expense and other income data for the years ended
December 31, 2024 and 2023:
Year ended
December 31,
Change
(in thousands)
2024
2023
2024 vs. 2023
Net product revenue
$ 582,145
$ 638,177
$
(56,032)
Collaboration revenue
304
100,030
$
(99,726)
Royalty revenue
203,864
168,856
$
35,008
Translarna France
18,806
23,072
$
(4,266)
Manufacturing revenue
1,661
7,687
$
(6,026)
Cost of product sales, excluding amortization of acquired intangible
assets
57,398
65,486
$
(8,088)
Amortization of acquired intangible assets
60,738
222,635
$ (161,897)
Research and development expense
534,480
666,563
$ (132,083)
Selling, general and administrative expense
300,911
332,540
$
(31,629)
Change in the fair value of contingent consideration
(4,475)
(127,700)
$ 123,225
Intangible asset impairment
159,548
217,800
$
(58,252)
Tangible asset impairment and losses on transactions, net
750
—
$
750
Interest expense, net
(166,993)
(129,180)
$
(37,813)
Other income, net
6,544
10,130
$
(3,586)
Gain on sale of priority review voucher
99,900
—
$
99,900
Loss on extinguishment of debt
—
(137,558)
$ 137,558
Income tax (expense) benefit
(176)
69,506
$
(69,682)
Net product revenue. Net product revenue was $582.1 million for the year ended December 31, 2024, a decrease of
$56.0 million, or 9%, from net product revenue of $638.2 million for the year ended December 31, 2023. Translarna net
product revenues were $321.1 million for the year ended December 31, 2024, a decrease of $11.7 million, or 4%, compared
to $332.8 million for the year ended December 31, 2023. These results were due to the timing of bulk patient orders, as
well as the residual impact from the CHMP negative opinion in September 2023. Emflaza net product revenues were
$207.2 million for the year ended December 31, 2024, a decrease of $47.9 million, or 19%, compared to $255.1 million
for the year ended December 31, 2023. These results were driven by the expiration of Emflaza’s orphan drug exclusivity
in February 2024. The remaining change of $3.5 million was due to an increase of $5.4 million in net product sales relating
to Tegsedi and Waylivra, and a decrease in net product sales of $1.9 million relating to Upstaza.
Collaboration revenue. Collaboration revenue was $0.3 million for the year ended December 31, 2024, a decrease of
$99.7 million, or 100%, from collaboration revenue of $100.0 million for the year ended December 31, 2023. The decrease
relates to a sales milestone of $100.0 million that was recognized for the achievement of $1.5 billion in worldwide annual
net sales from Evrysdi in the year ended December 31, 2023.
Royalty revenue. Royalty revenue was $203.9 million for the year ended December 31, 2024, an increase of $35.0
million, or 21%, from $168.9 million for the year ended December 31, 2023. The increase in royalty revenue was due to
higher Evrysdi sales in the year ended December 31, 2024, compared to the year ended December 31, 2023. In accordance
with the SMA License Agreement, we record royalty revenues based on worldwide annual net sales of Evrysdi.
Translarna France. In the year ended December 31, 2025, we changed our estimates for our sales allowance related
to Translarna revenues in France, primarily based on our recent communications with the French pricing authorities
subsequent to the EC’s adoption of the opinion of the CHMP of the EMA to not renew the authorization of Translarna for
the treatment of nmDMD. Translarna France revenues were reclassified from net product revenues to the Translarna France
line item on the consolidated statement of operations for the periods ended December 31, 2024 and December 31, 2023 to
allow revenue for sales of Translarna in France to be comparable.
120
Manufacturing revenue. Manufacturing revenues were $1.7 million for the year ended December 31, 2024, a decrease
of $6.0 million, or 78%, from $7.7 million for the year ended December 31, 2023. The decrease was due to the completion
of all manufacturing services related to the production of plasmid DNA and AAV vectors for gene therapy applications
for external customers. In June 2024, we sold our gene therapy manufacturing business in Hopewell Township, New
Jersey. Accordingly, we do not expect to have manufacturing revenue going forward.
Cost of product sales, excluding amortization of acquired intangible asset. Cost of product sales, excluding
amortization of acquired intangible asset, was $57.4 million for the year ended December 31, 2024, a decrease of $8.1
million, or 12%, from $65.5 million for the year ended December 31, 2023. Cost of product sales excluding amortization
of acquired intangible asset consisted primarily of royalty payments associated with Emflaza, Translarna, and Upstaza net
product sales, costs associated with Emflaza, Translarna, and Upstaza products sold during the period, and royalty expense
related to royalty revenues and collaboration milestone revenues. The decrease in cost of product sales, excluding
amortization of acquired intangible asset, was primarily due to decreases in costs related to royalty and collaboration
revenues, partially offset by increases in royalty costs driven by Emflaza.
Amortization of acquired intangible asset. Amortization of acquired intangible asset was $60.7 million for the year
ended December 31, 2024, a decrease of $161.9 million, or 73%, from $222.6 million for the year ended December 31,
2023. These amounts are related to the Emflaza rights acquisition, as well as the Waylivra, Tegsedi, and Upstaza/Kebilidi
intangible assets, which are all being amortized on a straight-line basis over their estimated useful lives. The amortization
decrease was driven by the Emflaza rights intangible asset being fully amortized as of February 2024, therefore, milestones
are recorded on the consolidated statement of operations within cost of product sales, excluding amortization of acquired
intangible assets from February 2024 onward.
Research and development expense. Research and development expense was $534.5 million for the year ended
December 31, 2024, a decrease of $132.1 million, or 20%, compared to $666.6 million for the year ended December 31,
2023. The decrease in research and development expenses related to decreases in program spend related to our strategic
portfolio prioritization as we continued to focus our resources on our differentiated, high potential research and
development programs. Research and development expense also included a total of $65.0 million of regulatory success-
based milestones paid to the former Censa securityholders for the year ended December 31, 2024, as compared to a $30.0
million success-based development milestone paid to the former Censa securityholders for the year ended December 31,
2023.
Selling, general and administrative expense. Selling, general and administrative expense was $300.9 million for the
year ended December 31, 2024, a decrease of $31.6 million, or 10%, from $332.5 million for the year ended December
31, 2023. The decrease reflected lower employee costs as a result of the reduction in workforce in 2023.
Change in the fair value of contingent consideration. Change in the fair value of contingent consideration was a gain
of $4.5 million for the year ended December 31, 2024, a decrease of $123.2 million, or 96%, from a gain of $127.7 million
for the year ended December 31, 2023. The decrease is primarily related to our strategic portfolio prioritization in 2023
and decision to discontinue our preclinical and early research programs in our gene therapy platform in May 2023, which
included programs for FA and Angelman syndrome. As a result, we fully impaired the FA and Angelman syndrome
intangible assets and determined that the fair value for all of the contingent consideration payable related to FA and
Angelman syndrome was $0. As a result, we recorded a fair value change of $128.4 million for the year ended December
31, 2023 for the contingent consideration related to FA and Angelman syndrome.
Intangible asset impairment. Intangible asset impairment was $159.5 million for the year ended December 31, 2024,
a decrease of $58.3 million, or 27%, from intangible asset impairment of $217.8 million for the year ended December 31,
2023. During the year ended December 31, 2024, as a result of our annual impairment test for our PTC-AADC indefinite
lived intangible asset, we impaired $159.5 million due to a decrease in projected cash flows due to refinements in current
market assumptions and the timing of patient treatments. During the year ended December 31, 2023, as a result of our
strategic portfolio prioritization in 2023 and decision to discontinue our preclinical and early research programs in our
gene therapy platform, which included programs for FA and Angelman syndrome, we fully impaired the FA and Angelman
syndrome intangible assets and recorded impairment expense of $217.8 million.
121
Tangible asset impairment and losses (gains) on transactions, net. Tangible asset impairment and losses (gains) on
transactions, net was $0.8 million for the year ended December 31, 2024, an increase of $0.8 million, or 100%, from
impairment of tangible assets of $0.0 million for the year ended December 31, 2023. The increase in tangible asset
impairment and losses (gains) on transactions, net, was due to a $4.4 million loss primarily related to the sale of certain
assets for gene therapy manufacturing, and a $4.1 million loss primarily related to fixed asset impairments in connection
with the South Plainfield, New Jersey office closure and Warren, New Jersey lease modification. These amounts were
partially offset by a gain of $2.2 million on lease terminations, and a gain of $5.5 million on lease modifications.
Interest expense, net. Interest expense, net was $167.0 million for the year ended December 31, 2024, an increase of
$37.8 million, or 29%, from interest expense, net of $129.2 million for the year ended December 31, 2023. The increase
in interest expense, net was primarily due to interest expense recorded from the liability for the sale of future royalties
related to the A&R Royalty Purchase Agreement and the Original Royalty Purchase Agreement, offset by a decrease in
interest expense due to the termination of our Blackstone Credit Agreement.
Other income, net. Other income, net was $6.5 million for the year ended December 31, 2024, a decrease of $3.6
million, or 35%, from other income, net of $10.1 million for the year ended December 31, 2023. The decrease in other
income, net resulted primarily from a decrease in unrealized and realized foreign exchange gains of $8.0 million for the
year ended December 31, 2024 as compared to the year ended December 31, 2023. In addition, we had unrealized gains
on our ClearPoint equity investments of $7.7 million and unrealized and realized losses on our ClearPoint convertible debt
security of $2.6 million for the year ended December 31, 2024, as compared to unrealized and realized losses on our
ClearPoint equity investments and ClearPoint convertible debt security of $2.3 million and $2.7 million, respectively, for
the year ended December 31, 2023. For the years ended December 31, 2024 and 2023, we had net realized gains of $0.1
million on marketable securities – available for sale and $4.8 million on marketable securities – equity investments,
respectively.
Gain on sale of priority review voucher. Gain on sale of priority review voucher was $99.9 million for the year ended
December 31, 2024, an increase of $99.9 million, or 100%, from gain on sale of priority review voucher of $0.0 million
for the year ended December 31, 2023. In connection with our FDA approval of Kebilidi, we received a PRV and sold the
PRV for aggregate net proceeds of $148.0 million. We had previously recorded an indefinite lived intangible asset for the
PRV of $48.1 million in connection with the acquisition of Agilis in 2018, which was included as part of the book balance
of our PTC-AADC indefinite lived intangible asset balance. Accordingly, we derecognized the book value of the PRV and
recorded a gain of $99.9 million upon the sale.
Loss on extinguishment of debt. Loss on extinguishment of debt was $0.0 million for the year ended December 31,
2024, a decrease of $137.6 million, or 100%, from loss on extinguishment of debt of $137.6 million for the year ended
December 31, 2023. The decrease was primarily due to the early termination of our Blackstone Credit Agreement in 2023,
with no similar event occurring in 2024. We recorded a loss on the extinguishment of debt of $92.7 million for the period
ended December 31, 2023. The loss on extinguishment of debt consisted of $82.0 million in prepayment premiums, exit
fees, and creditor expenses and debt issuance costs of $10.7 million. In addition, we recorded $44.9 million on the loss of
extinguishment of debt relating to the A&R Royalty Purchase Agreement.
Income tax (expense) benefit. Income tax expense was $0.2 million for the year ended December 31, 2024, a change
of $69.7 million, or over 100%, from income tax benefit of $69.5 million for the year ended December 31, 2023. The
change in income tax (expense) benefit was attributable to an increase of current federal and state tax expense driven by
the recognition of previously deferred revenue from the A&R Royalty Purchase Agreement.
Liquidity and capital resources
Sources of liquidity
While we have generated net income in the year ended December 31, 2025, we have historically incurred significant
operating losses.
122
As a growing commercial-stage biopharmaceutical company, we are engaging in significant commercialization efforts
for our products while also devoting a substantial portion of our efforts on research and development related to our
products, product candidates and other programs. To date, our product revenue has primarily consisted of sales of
Translarna for the treatment of nmDMD in territories outside of the United States and from Emflaza for the treatment of
DMD in the United States. Beginning in the second half of 2025, our net product revenues also includes sales of Sephience
for the treatment of PKU. Our ability to generate product revenue from any of our products will largely depend on the
coverage and reimbursement levels set by governmental authorities, private health insurers and other third-party payors,
as the case may be, depending on the country in which our products are marketed, and the rate and degree of market
acceptance and clinical utility of any of our products.
Additionally, for Emflaza, its seven-year period of orphan drug exclusivity related to the treatment of DMD in patients
five years and older expired in February 2024. With the expiration of this orphan drug exclusivity, we have seen an increase
in competition from generics, which has, and we expect will continue to have, a negative impact on Emflaza net product
revenue. Emflaza’s orphan drug exclusivity related to the treatment of DMD in patients two years of age to less than five
expires in June 2026.
Additionally, for Translarna, our ongoing ability to generate revenue from sales of Translarna for the treatment of
nmDMD is dependent upon our ability to maintain our marketing authorizations in other geographies and secure market
access through commercial programs following the conclusion of pricing and reimbursement terms at sustainable levels
in the member states of the EEA or through EAP programs or similar styled programs in the EEA and other territories.
While Translarna previously had conditional approval in the EEA, in March 2025, the European Commission adopted the
negative opinion of the Committee of Medicinal Products for Human Use, or CHMP, of the European Medicines Agency,
or EMA, to not renew the conditional marketing authorization of Translarna for the treatment of nmDMD. However, the
EC indicated that individual countries within the EU can leverage Articles 117(3) and 5(1) of the EU Directive 2001/83
to allow continued commercial use of Translarna. There is a substantial risk that as a result of the EC’s adoption of the
CHMP’s negative opinion we will lose a significant portion of our ability to generate revenue from sales of Translarna in
the EEA. Additionally, the loss of the Translarna marketing authorization in the EEA and the withdrawal of the Translarna
NDA in the United States may influence regulatory entities in other jurisdictions in which Translarna has been approved
to reassess such approvals. There is substantial risk that we will be unable to maintain our marketing authorizations in
these countries. Even in countries where our marketing authorization is maintained, there may be an impact on pricing and
reimbursement of Translarna within those countries.
We have financed our operations to date primarily through private offerings of convertible senior notes, public and
“at the market offerings” of common stock, proceeds from royalty purchase agreements, private placements of our
convertible preferred stock and common stock, collaborations, bank and institutional lender debt, other convertible debt,
grant funding and clinical trial support from governmental and philanthropic organizations and patient advocacy groups
in the disease areas addressed by our product candidates. We expect to continue to incur significant expenses and operating
losses for at least the next fiscal year. The net losses we incur may fluctuate significantly from quarter to quarter.
In August 2019, we entered into the Sales Agreement, pursuant to which, we may offer and sell shares of our common
stock, having an aggregate offering price of up to $125.0 million from time to time through the Sales Agents by any method
that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. See
“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Funding”
for additional information.
In September 2019, we issued $287.5 million aggregate principal amount of 2026 Convertible Notes, which included
an option to purchase up to an additional $37.5 million in aggregate principal amount of the 2026 Convertible Notes,
which was exercised in full by the initial purchasers. The 2026 Convertible Notes bear cash interest at a rate of 1.50%
per year, payable semi-annually on March 15 and September 15 of each year, beginning on March 15, 2020. The 2026
Convertible Notes will mature on September 15, 2026, unless earlier repurchased or converted. We received net proceeds
of $279.3 million after deducting the initial purchasers’ discounts and commissions and the offering expenses payable by
us.
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Holders may convert their 2026 Convertible Notes at their option at any time prior to the close of business on the
business day immediately preceding March 15, 2026 only under the following circumstances: (1) during any calendar
quarter commencing on or after December 31, 2019 (and only during such calendar quarter), if the last reported sale price
of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive
trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal
to 130% of the conversion price on each applicable trading day; (2) during the five business day period after
any five consecutive trading day period, or the measurement period, in which the trading price (as defined in the 2026
Convertible Notes Indenture) per $1,000 principal amount of 2026 Convertible Notes for each trading day of the
measurement period was less than 98% of the product of the last reported sale price of our common stock and the
conversion rate on each such trading day; (3) during any period after we have issued notice of redemption until the close
of business on the scheduled trading day immediately preceding the relevant redemption date; or (4) upon the occurrence
of specified corporate events. The 2026 Convertible Notes are currently convertible. On or after March 15, 2026, until the
close of business on the business day immediately preceding the maturity date, holders may convert their 2026 Convertible
Notes at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver, as the case may be,
cash, shares of our common stock or any combination thereof at our election. The 2026 Convertible Notes will mature on
September 15, 2026, unless earlier redeemed or converted.
The conversion rate for the 2026 Convertible Notes was initially, and remains, 19.0404 shares of our common stock
per $1,000 principal amount of the 2026 Convertible Notes, which is equivalent to an initial conversion price of
approximately $52.52 per share of our common stock. The conversion rate may be subject to adjustment in some events
but will not be adjusted for any accrued and unpaid interest.
We were not permitted to redeem the 2026 Convertible Notes prior to September 20, 2023. We may redeem for cash
all or any portion of the 2026 Convertible Notes, at our option, if the last reported sale price of our common stock has been
at least 130% of the conversion price then in effect on the last trading day of, and for at least 19 other trading days (whether
or not consecutive) during, any 30 consecutive trading day period ending on, and including, the trading day immediately
preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount
of the 2026 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No
sinking fund is provided for the 2026 Convertible Notes, which means that we are not required to redeem or retire the
2026 Convertible Notes periodically.
If we undergo a “fundamental change” (as defined in the 2026 Convertible Notes Indenture), subject to certain
conditions, holders of the 2026 Convertible Notes may require us to repurchase for cash all or part of their 2026
Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2026 Convertible Notes to be
repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The 2026 Convertible Notes represent senior unsecured obligations and will rank senior in right of payment to our
future indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment to our existing
and future unsecured indebtedness that is not so subordinated, effectively junior in right of payment to any of our secured
indebtedness to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing
and future indebtedness and other liabilities (including trade payables) incurred by our subsidiaries. The 2026 Convertible
Notes Indenture contains customary events of default with respect to the 2026 Convertible Notes, including that upon
certain events of default (including our failure to make any payment of principal or interest on the 2026 Convertible
Notes when due and payable) occurring and continuing, the 2026 Convertible Notes Trustee by notice to us, or the holders
of at least 25% in principal amount of the outstanding 2026 Convertible Notes by notice to us and the Convertible
Notes Trustee, may, and the 2026 Convertible Notes Trustee at the request of such holders (subject to the provisions of
the 2026 Convertible Notes Indenture) will, declare 100% of the principal of and accrued and unpaid interest, if any, on
all the 2026 Convertible Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization,
involving us or a significant subsidiary, 100% of the principal of and accrued and unpaid interest on the 2026 Convertible
Notes will automatically become due and payable. Upon such a declaration of acceleration, such principal and accrued
and unpaid interest, if any, will be due and payable immediately.
In October 2023, we terminated the Blackstone Credit Agreement. We recorded a loss on the extinguishment of debt
of $92.7 million which is included on the statement of operations for the period ended December 31, 2023. The loss on
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extinguishment of debt consisted of $82.0 million in prepayment premiums, exit fees, and creditor expenses and debt
issuance costs of $10.7 million. All liens and security interests securing the loans made pursuant to the Blackstone Credit
Agreement were released upon termination.
We have received fundings from Royalty Pharma under the A&R Royalty Purchase Agreement in July 2020, October
2023, June 2024 and December 2025, totaling $2.1 billion. In exchange for these fundings, we sold Royalty Pharma 100%
of the Royalty.
In November 2024, we and Novartis entered into the Novartis Agreement relating to our votoplam HD program which
includes related molecules. Pursuant to the Novartis Agreement, we were responsible for conducting the Phase 2A clinical
trial of votoplam, which is complete, and have transitioned sponsorship of the ongoing OLE clinical trial to Novartis.
Novartis will be responsible for all other development of licensed compounds and licensed products and the manufacture
and commercialization of licensed compounds and licensed products worldwide. Under the Novartis Agreement, and upon
the closing of the transaction contemplated by the Novartis Agreement in January 2025, we received an upfront payment
of $1.0 billion on the effective date and can receive up to $1.9 billion in development, regulatory and sales milestones, a
40% share of U.S. profits and losses, and tiered double-digit royalties on ex-U.S. sales.
Cash flows
As of December 31, 2025, we had cash and cash equivalents and marketable securities of $1,945.4 million.
The following table provides information regarding our cash flows and our capital expenditures for the periods
indicated.
Years ended
December 31,
(in thousands)
2025
2024
2023
Cash provided (used in) by:
Operating activities
$
711,196
$ (107,688)
$ (158,418)
Investing activities
$ (861,984)
$
44,182
$ (176,737)
Financing activities
$
331,094
$
255,866
$
646,400
Net cash provided by operating activities was $711.2 million for the year ended December 31, 2025. Net cash used in
operating activities was $107.7 million, and $158.4 million for the years ended December 31, 2024, and 2023, respectively.
The net cash provided by operating activities for the year ended December 31, 2025, was primarily related to the upfront
payment of $1.0 billion in cash received upon the closing of the Novartis Agreement in January 2025, partially offset by
spend supporting clinical development and commercial activities. The net cash used in operating activities primarily
related to supporting clinical development and commercial activities for the years ended December 31, 2024, and 2023.
Net cash used in investing activities was $862.0 million for the year ended December 31, 2025. Net cash provided by
investing activities was $44.2 million for the year ended December 31, 2024. Net cash used in investing activities was
$176.7 million for the year ended December 31, 2023. The cash used in investing activities for the year ended
December 31, 2025, was primarily attributable to acquisition of product rights, purchases of marketable securities, and
purchases of fixed assets, offset by the sale of marketable securities, sale of ClearPoint equity investments, and proceeds
from sales of fixed assets. The cash provided by investing activities for the year ended December 31, 2024 was primarily
attributable to the sale of marketable securities, proceeds from sales of fixed assets, proceeds from the sale of the PRV,
and proceeds from settlement of the ClearPoint convertible debt security, offset by the acquisition of product rights,
purchases of marketable securities, and purchases of fixed assets. The cash used in investing activities for the year ended
December 31, 2023 is primarily attributable to the purchases of marketable securities, purchases of fixed assets, and the
acquisition of product rights, offset by the sale of marketable securities and the sale of ClearPoint equity investments.
Net cash provided by financing activities was $331.1 million, $255.9 million, and $646.4 million for the years ended
December 31, 2025, 2024 and 2023, respectively. The cash provided by financing activities for the years ended
December 31, 2025 and 2024 were primarily attributable to the proceeds received from the A&R Royalty Purchase
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Agreement, exercise of options, issuance of stock under our Employee Stock Purchase Plan, or ESPP, offset by payments
on contingent consideration obligation, and payments on our finance lease principal. The cash provided by financing
activities for the year ended December 31, 2023 was primarily attributable to the proceeds received from the A&R Royalty
Purchase Agreement, exercise of options, issuance of stock under our ESPP, offset by the repayment of the senior secured
term loan, debt issuance costs, debt extinguishment costs related to senior secured term loan, and payments on our finance
lease principal.
Funding requirements
We anticipate that we will continue to incur significant expenses in connection with our commercialization efforts in the
United States, the EEA, Latin America, Japan and other territories, including expenses related to our commercial
infrastructure and corresponding sales and marketing, legal and regulatory, and distribution and manufacturing
undertakings as well as administrative and employee-based expenses. In addition to the foregoing, we expect to continue
to incur significant costs in connection with ongoing, planned and potential future clinical trials and studies for our splicing
and inflammation and ferroptosis programs as well as studies in our products for maintaining authorizations, label
extensions and additional indications. These efforts may significantly impact the timing and extent of our
commercialization and manufacturing expenses.
In addition, our expenses will increase if and as we:
•
seek to satisfy contractual and regulatory obligations that we assumed through our acquisitions and
collaborations;
•
execute our commercialization strategy for our products, including initial commercialization launches of our
products, label extensions or entering new markets;
•
are required to complete any additional clinical trials, non-clinical studies or Chemistry, Manufacturing and
Controls, or CMC, assessments or analyses in order to advance our products or product candidates in the United
States or elsewhere;
•
initiate or continue the research and development of our splicing and inflammation and ferroptosis programs as
well as studies in our products for maintaining authorizations, label extensions and additional indications;
•
seek to discover and develop additional product candidates;
•
seek to expand and diversify our product pipeline through strategic transactions;
•
maintain, expand and protect our intellectual property portfolio; and
•
add operational, financial and management information systems and personnel, including personnel to support
our product development and commercialization efforts.
We believe that our cash flows from product sales, together with existing cash and cash equivalents, and marketable
securities, will be sufficient to fund our operating expenses and capital expenditure requirements for at least the next twelve
months. We have based this estimate on assumptions that may prove to be wrong, and we could use our capital resources
sooner than we currently expect.
Our future capital requirements will depend on many factors, including:
•
our ability to commercialize and market our products and product candidates that may receive marketing
authorization;
126
•
our ability to negotiate, secure and maintain adequate pricing, coverage and reimbursement terms, on a timely
basis, with third-party payors for our products and product candidates;
•
our plans for vatiquinone including with respect to the expected timing of clinical trials and studies, availability
of data, regulatory submissions and responses, meetings with regulatory agencies, and other matters;
•
our ability to successfully complete all post-marketing requirements imposed by regulatory agencies with respect
to our products;
•
the progress and results of activities for our splicing and inflammation and ferroptosis programs as well as studies
in our products for maintaining authorizations, label extensions and additional indications;
•
the scope, costs and timing of our commercialization activities, including product sales, marketing, legal,
regulatory, distribution and manufacturing, for any of our products and for any of our other product candidates
that may receive marketing authorization;
•
the costs, timing and outcome of regulatory review of our splicing and inflammation and ferroptosis programs
and Sephience, Translarna and Upstaza/Kebilidi in other territories;
•
our ability to satisfy our obligations under the indenture governing the 2026 Convertible Notes;
•
the timing and scope of any potential future growth in our employee base;
•
the scope, progress, results and costs of preclinical development, laboratory testing and clinical trials for our other
product candidates, including those in our splicing and inflammation and ferroptosis programs;
•
revenue received from commercial sales of our products or any of our product candidates;
•
our ability to obtain additional and maintain existing reimbursed named patient and cohort EAP programs for
Translarna for the treatment of nmDMD on adequate terms, or at all;
•
the ability and willingness of patients and healthcare professionals to access Translarna through alternative means
if pricing and reimbursement negotiations in the applicable territory do not have a positive outcome;
•
the costs of preparing, filing and prosecuting patent applications, maintaining, and protecting our intellectual
property rights and defending against intellectual property-related claims;
•
the extent to which we acquire or invest in other businesses, products, product candidates, and technologies,
including the success of any acquisition, in-licensing or other strategic transaction we may pursue, and the costs
of subsequent development requirements and commercialization efforts, including with respect to our
acquisitions of Emflaza, Agilis, our inflammation and ferroptosis platform and Censa and our licensing of Tegsedi
and Waylivra;
•
our ability to establish and maintain collaborations, including our collaborations with Roche and the SMA
Foundation, and our ability to obtain research funding and achieve milestones under these agreements.
•
the progress and results of activities for our votoplam program, including our right to receive any development,
regulatory and sales milestones, profit sharing and royalty payments from Novartis; and
•
unexpected decreases in revenue or increase in expenses resulting from potential widespread outbreaks of
contagious disease.
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With respect to our outstanding 2026 Convertible Notes, cash interest payments are payable on a semi-annual basis
in arrears, which will require total funding of $4.3 million annually.
In June 2025, the EC granted marketing authorization to Sephience for the treatment of children and adults living with
PKU in the EEA, which triggered a $25.0 million milestone payment to the former Censa securityholders. Pursuant to the
Censa Merger Agreement, in July 2025, a $32.5 million milestone payment from the Company to the former Censa
securityholders was triggered when the FDA approved Sephience for the treatment of children and adults living with PKU.
Pursuant to the Censa Rights Satisfaction Agreement, in August 2025, an upfront cash consideration of $225.1 million
was paid to the former Censa securityholders. The cash considerations and milestones were paid and recorded on the
consolidated balance sheets within intangible asset, net during the year ended December 31, 2025.
On November 13, 2024, our BLA for Kebilidi for the treatment of AADC deficiency was approved by the FDA. In
connection with the approval, we were granted a rare disease PRV. The FDA approval of the BLA and the PRV triggered
$11.0 million regulatory milestone, which was paid during the year ended December 31, 2025. As of December 31, 2025,
there are no remaining regulatory milestones. As of December 31, 2025, the remaining potential sales milestones related
to Upstaza/Kebilidi is up to $50.0 million, however we have determined that the probability of triggering these milestones
is remote.
We also have certain significant contractual obligations and commercial commitments that require funding. We lease
office and shell condition, modifiable space for our principal office in Warren, New Jersey and we occupy under leases
that expire in 2039, with three consecutive five-year renewal options to renew the leases at our option. Additionally, we
entered into a lease agreement for approximately 103,000 square feet of laboratory and office space in Bridgewater, New
Jersey. The rental term for such facility commenced on May 1, 2020 with an initial term of seven years and two consecutive
five year renewal periods at our option. In addition, we lease office space, vehicles and equipment in various other locations
in the U.S. and other countries for our employees and operations. We have a total of $156.9 million in obligations that
stem from our operating leases.
We have a total of $6.0 million in obligations that stem from a commercial manufacturing services agreement entered
into with MassBio on June 19, 2020. Pursuant to the terms of the agreement, MassBio agreed to provide us with four
dedicated rooms for our Upstaza/Kebilidi program.
Under an Exclusive License and Supply Agreement, or the Faes Agreement, with Faes Farma, S.A., or Faes, we are
required to pay royalties as a percentage of or as a fixed payment with respect to net product sales by us allocable to the
Emflaza oral suspension product. We are required to pay Faes an annual royalty during the first twelve calendar years
from the FDA approval date of the Emflaza oral suspension product.
Under various agreements, including the sponsored research agreement with the SMA Foundation discussed below,
we will be required to pay royalties and milestone payments upon the successful development and commercialization of
products.
We have entered into a sponsored research agreement with the SMA Foundation in connection with our SMA
program. We may become obligated to pay the SMA Foundation single-digit royalties on worldwide net product sales of
any collaboration product that we successfully develop and subsequently commercialize or, with respect to collaboration
products we outlicense, including Evrysdi, a specified percentage of certain payments we receive from our licensee. We
are not obligated to make such payments unless and until annual sales of a collaboration product exceed a designated
threshold. Since inception, the SMA Foundation has earned $52.5 million, all of which was paid as of December 31, 2025.
We have reached our obligation to make such payments to the SMA Foundation of an aggregate of $52.5 million as of
December 31, 2025. Refer to “Ongoing Acquisition- Related Obligations” in Item 1. Business.
On May 29, 2020, we acquired Censa pursuant to an Agreement and Plan of Merger, dated as of May 5, 2020, or the
Censa Merger Agreement, by and among us, Hydro Merger Sub, Inc., our wholly owned, indirect subsidiary, and, solely
in its capacity as the representative, agent and attorney-in-fact of the securityholders of Censa, Shareholder Representative
Services LLC, or the Censa Merger.
128
In addition to the upfront consideration paid to the Censa securityholders upon the closing of the Censa Merger,
pursuant to the Censa Merger Agreement, Censa securityholders will be entitled to receive contingent payments from us
based on (i) the achievement of certain development and regulatory milestones up to an aggregate maximum amount of
$217.5 million for sepiapterin’s two most advanced programs and receipt of a priority review voucher from the FDA as
set forth in the Censa Merger Agreement, (ii) $109 million in development and regulatory milestones for each additional
indication of sepiapterin, (iii) the achievement of certain net sales milestones up to an aggregate maximum amount of
$160.0 million, including payments of $30.0 million for the first occurrence of a four consecutive calendar quarter period
in which aggregate Net Sales of Product (as defined below) exceed $250.0 million, $50.0 million for the first occurrence
of a four consecutive calendar quarter period in which aggregate Net Sales of Product exceed $500.0 million, and
$80.0 million for the first occurrence of a four consecutive calendar quarter period in which aggregate Net Sales of Product
exceed $1.0 billion (iv) a percentage of annual net sales during specified terms, equal to (a) 8% of annual Net Sales of
Product for that portion of annual Net Sales of Product less than or equal to $250.0 million, (b) 10% of annual Net Sales
of Product for that portion of annual Net Sales of Product greater than $250.0 million but less than $500.0 million and (c)
12% of annual Net Sales of Product for that portion of annual Net Sales of Product greater than $500.0 million, which we
collectively refer to as the Net Sales Payments, and (v) any sublicense fees paid to us in consideration of any sublicense
of Censa’s intellectual property to commercialize sepiapterin, on a country-by-country basis, which contingent payment
will equal to a mid-double digit percentage of any such sublicense fees. We have paid $152.5 million in regulatory and
development milestones related to Sephience, including in 2025, when we paid $25.0 million and $32.5 million in
milestones to the former Censa securityholders when the EC granted marketing authorization to Sephience, and when the
FDA approved Sephience for the treatment of children and adults living with PKU, respectively.
On August 5, 2025, we, certain of the former securityholders of Censa, or the Participating Rightsholders, and, for the
limited purposes set forth in the agreement, Shareholder Representative Services LLC entered into a Rights Satisfaction
Agreement, or the Rights Satisfaction Agreement, pursuant to which the Participating Rightsholders agreed to the
cancellation and forfeiture of their rights to receive certain contingent payments from us based on worldwide annual net
sales by us of products containing sepiapterin, or Net Sales of Product, under the Censa Merger Agreement in exchange
for the consideration set forth in the Rights Satisfaction Agreement and further detailed below.
Pursuant to the terms of the Rights Satisfaction Agreement, the Participating Rightsholders have canceled and
forfeited their rights under the Censa Merger Agreement to receive the Net Sales Payments.
In consideration of the foregoing, we agreed to pay to the Participating Rightsholders an aggregate amount in cash up
to $250.0 million, or the Upfront Consideration, upon the consummation of the transactions contemplated by the Rights
Satisfaction Agreement, or the Closing, and potential milestone payments, each, an Additional Milestone Payment, of up
to $100.0 million each (or up to $500.0 million in the aggregate) based on the achievement of specified Net Sales
Thresholds (as defined in the Censa Merger Agreement). The amount of the Upfront Consideration and the Additional
Milestone Payments was subject to adjustment in the Rights Satisfaction Agreement based on the number of Participating
Rightsholders.
At the Closing, based on the participation of former Censa securityholders holding approximately 90% of Censa’s
equity securities prior to the consummation of the transactions contemplated by the Censa Merger Agreement, we paid an
aggregate amount of Upfront Consideration in cash of $225.1 million. Additionally, we are obligated to make Additional
Milestone Payments in an amount equal to approximately $90.0 million upon achievement of each of the (i) first
occurrence of a three or fewer consecutive calendar year period in which aggregate Net Sales of Product are greater than
$3.0 billion, (ii) first occurrence of a five or fewer consecutive calendar year period in which aggregate Net Sales of
Product are greater than $5.0 billion, (iii) first occurrence of a seven or fewer consecutive calendar year period in which
aggregate Net Sales of Product are greater than $7.0 billion, (iv) first occurrence of a nine or fewer consecutive calendar
year period in which aggregate Net Sales of Product are greater than $9.0 billion and (v) first occurrence of an 11 or fewer
consecutive calendar year period in which aggregate Net Sales of Product are greater than $11.0 billion. If any additional
former securityholder of Censa executes and delivers a joinder to the Rights Satisfaction Agreement and becomes a party
thereto, we will pay such former securityholder an amount in cash equal to such former securityholder’s applicable pro
rata share of the Upfront Consideration (less any Net Sale Payments previously received) and any Additional Milestone
Payments that become payable to Participating Rightsholders under the Rights Satisfaction Agreement.
129
Additionally, we have employment agreements with certain employees which require the funding of a specific level
of payments, if certain events, such as a change in control or termination without cause, occur.
We will need to generate significant revenues to achieve and sustain profitability and we may never do so. We may
need to obtain substantial additional funding in connection with our continuing operations. Until such time, if ever, as we
can generate substantial product revenues, we expect to finance our cash needs primarily through a combination of equity
offerings, debt financings, collaborations, strategic alliances, grants and clinical trial support from governmental and
philanthropic organizations and patient advocacy groups in the disease areas addressed by our product and product
candidates and marketing, distribution or licensing arrangements. Adequate additional financing may not be available to
us on acceptable terms, or at all. To the extent that we raise additional capital through the sale of equity or convertible debt
securities, our stockholders ownership interest will be diluted, and the terms of these securities may include liquidation or
other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve
agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional
debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic
alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights
to our technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that
may not be favorable to us.
If we are unable to raise additional funds through equity, debt or other financings when needed or on attractive terms,
we may be required to delay, limit, reduce or terminate our product development or commercialization efforts or grant
rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk related to changes in interest rates. Our primary exposure to market risk is interest rate
sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because our investments
are in short-term securities. Our available for sale securities are subject to interest rate risk and will fall in value if market
interest rates increase. At any time, sharp changes in interest rates can affect the fair value of the investment portfolio and
its interest earnings. There were no investments classified as long-term at December 31, 2025. At December 31, 2025, we
held $1,945.4 million in cash and cash equivalents and marketable securities. After a review of our marketable investment
securities, we believe that in the event of a hypothetical ten percent increase in interest rates, the resulting decrease in fair
value of our marketable investment securities would be insignificant to the consolidated financial statements.
Currently, we do not hedge these interest rate exposures. We maintain an investment portfolio in accordance with our
investment policy. The primary objectives of our investment policy are to preserve principal, maintain proper liquidity and
to meet operating needs. Although our investments are subject to credit risk, our investment policy specifies credit quality
standards for our investments and limits the amount of credit exposure from any single issue, issuer or type of investment.
Our investments are also subject to interest rate risk and will decrease in value if market interest rates increase. However,
due to the conservative nature of our investments and relatively short duration, interest rate risk is mitigated. We do not
own derivative financial instruments. Accordingly, we do not believe that there is any material market risk exposure with
respect to derivative or other financial instruments.
As a result of our ex-U.S. operations, we face exposure to movements in foreign currency exchange rates, including
the British Pound, Euro, Brazilian Real, and Swiss Franc against the U.S. dollar. The current exposures arise primarily
from cash, accounts receivable, intercompany receivables and payables, intercompany loans and product sales
denominated in foreign currencies. Both positive and negative impacts to our international product sales from movements
in foreign currency exchange rates may be partially mitigated by the natural, opposite impact that foreign currency
exchange rates have on our international operating expenses. For the year ended December 31, 2025, we recognized
realized foreign currency transaction losses, net, of $11.3 million, which is recorded within other income, net on the
Statement of Operations. A hypothetical ten percent increase or decrease in the exchange rate between the U.S. dollar and
the British Pound, Euro, Brazilian Real, or Swiss Franc from the December 31, 2025 rate would not have a significant
impact on our cash flows. We are not currently engaged in any foreign currency hedging activities. We will evaluate the
use of derivative financial instruments to hedge our exposure as the needs and risks should arise.
130
In September 2019, we issued $287.5 million of 1.50% convertible senior notes due September 15, 2026, or the 2026
Convertible Notes. We do not have economic interest rate exposure on the 2026 Convertible Notes as they have a fixed
annual interest rate of 1.50%. However, the fair value of the 2026 Convertible Notes is exposed to interest rate risk. We
do not carry the 2026 Convertible Notes at fair value on our balance sheet but present the fair value of the principal amount
for disclosure purposes. Generally, the fair value of the 2026 Convertible Notes will increase as interest rates fall and
decrease as interest rates rise. The 2026 Convertible Notes are also affected by the price and volatility of our common
stock and will generally increase or decrease as the market price of our common stock changes. The estimated fair value
of the 2026 Convertible Notes was approximately $424.5 million as of December 31, 2025.
131
Item 8. Financial Statements and Supplementary Data
Index to consolidated financial statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 42)
132
Consolidated Balance Sheets as of December 31, 2025, and 2024
134
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023
135
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and
2023
136
Consolidated Statements Stockholders’ Deficit for the years ended December 31, 2025, 2024, and 2023
137
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023
138
Notes to Consolidated Financial Statements
140
132
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of PTC Therapeutics, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of PTC Therapeutics, Inc. (the Company) as of December
31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit
and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively
referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.
generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework), and our report dated February 19, 2026 expressed an unqualified opinion
thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of
the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex
judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a
separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Variable consideration in contracts with customers relating to Medicaid
Description of
the Matter
As discussed in Note 2 of the consolidated financial statements, the Company’s revenues for product
sold to its customers within the United States reflect discounts mandated by the Medicaid Drug Rebate
Program. The Company includes an estimate of this variable consideration in its transaction price at the
time of sale when control of the product transfers to the customer. The Company uses the expected value
or most likely amount method when estimating variable consideration, unless discount or rebate terms
are specified within contracts. The estimates for variable consideration are adjusted to reflect known
changes.
133
Auditing the amount of consideration to be paid under the Medicaid Drug Rebate Program (Medicaid)
was complex and highly judgmental due to the interpretation of government rules, regulations, policy,
and guidance under the government program. Management is responsible for complying with these rules
and regulations. Governmental pricing calculations are complex as a result of interpretation of
regulations and management’s policy impacting the average manufacturer price, which would result in
an impact to the best price and the unit rebate amount. The reductions to gross product revenues are
sensitive to these significant estimates and calculations.
How We
Addressed the
Matter in Our
Audit
We identified, evaluated and tested controls over management’s review of the calculated reductions to
gross product prices related to Medicaid and the significant assumptions and data inputs utilized in the
calculations.
To test the revenue adjustments related to Medicaid our audit procedures included, among others,
evaluating the methodology used as well as testing the significant estimates discussed above and the
underlying assumptions and data used by the Company in its analysis. We evaluated pricing adjustments
recorded in the current period and assessed the historical accuracy of management’s estimates against
actual results. In addition, we involved an internal governmental pricing specialist to assist with our
evaluation of management’s methodology and the calculations made to measure the estimated Medicaid
rebates.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2010.
Iselin, New Jersey
February 19, 2026
134
PTC Therapeutics, Inc.
Consolidated Balance Sheets
In thousands, except shares
December 31,
December 31,
2025
2024
Assets
Current assets:
Cash and cash equivalents
$
984,648
$
779,709
Marketable securities
960,723
359,987
Trade and royalty receivables, net
181,621
158,554
Inventory, net
79,647
23,194
Prepaid expenses and other current assets
67,309
44,087
Total current assets
2,273,948
1,365,531
Fixed assets, net
55,371
60,970
Intangible assets, net
388,753
118,794
Goodwill
82,341
82,341
Operating lease ROU assets
80,053
56,685
Deposits and other assets
18,301
20,703
Total assets
$ 2,898,767
$
1,705,024
Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable and accrued expenses
$
381,272
$
304,292
Current portion of long-term debt
286,631
—
Deferred revenue
2,040
5,505
Operating lease liabilities- current
12,484
10,363
Finance lease liabilities- current
3,000
3,000
Liability for sale of future royalties- current
283,000
257,821
Total current liabilities
968,427
580,981
Long-term debt
—
285,412
Contingent consideration payable
—
800
Operating lease liabilities- noncurrent
93,583
74,947
Finance lease liabilities- noncurrent
3,000
15,574
Liability for sale of future royalties- noncurrent
2,025,366
1,823,955
Other long-term liabilities
13,704
21,426
Total liabilities
3,104,080
2,803,095
Stockholders’ deficit:
Common stock, $0.001 par value. Authorized 250,000,000 shares; issued and
outstanding 81,474,366 shares at December 31, 2025. Authorized 250,000,000
shares; issued and outstanding 77,704,188 shares at December 31, 2024.
80
77
Additional paid-in capital
2,748,335
2,574,611
Accumulated other comprehensive income (loss)
10,501
(25,886)
Accumulated deficit
(2,964,229)
(3,646,873)
Total stockholders’ deficit
(205,313)
(1,098,071)
Total liabilities and stockholders’ deficit
$ 2,898,767
$
1,705,024
See accompanying consolidated notes.
135
PTC Therapeutics, Inc.
Consolidated Statements of Operations
In thousands, except shares and per share data
Year ended December 31,
2025
2024
2023
Revenues:
Net product revenue
$
586,703
$
582,145
$
638,177
Collaboration and license revenue
998,357
304
100,030
Royalty revenue
244,224
203,864
168,856
Translarna France
(98,629)
18,806
23,072
Manufacturing revenue
—
1,661
7,687
Total revenues
1,730,655
806,780
937,822
Operating expenses:
Cost of product, collaboration and license sales, excluding amortization
of acquired intangible assets
47,013
57,398
65,486
Amortization of acquired intangible assets
24,742
60,738
222,635
Research and development
455,249
534,480
666,563
Selling, general and administrative
347,143
300,911
332,540
Change in the fair value of contingent consideration
(800)
(4,475)
(127,700)
Intangible asset impairment
—
159,548
217,800
Tangible asset impairment and (gains) losses on transactions, net
(9,627)
750
—
Total operating expenses
863,720
1,109,350
1,377,324
Income (loss) from operations
866,935
(302,570)
(439,502)
Interest expense, net
(152,230)
(166,993)
(129,180)
Other (expense) income, net
(18,086)
6,544
10,130
Gain on sale of priority review voucher
—
99,900
—
Loss on extinguishment of debt
—
—
(137,558)
Income (loss) before income tax (expense) benefit
696,619
(363,119)
(696,110)
Income tax (expense) benefit
(13,975)
(176)
69,506
Net income (loss) attributable to common stockholders
$
682,644
$
(363,295)
$
(626,604)
Weighted-average shares outstanding:
Basic (in shares)
79,534,290
76,845,055
74,838,292
Diluted (in shares)
88,311,494
76,845,055
74,838,292
Net income (loss) per share—basic (in dollars per share)
$
8.58
$
(4.73)
$
(8.37)
Net income (loss) per share—diluted (in dollars per share)
$
7.78
$
(4.73)
$
(8.37)
See accompanying consolidated notes.
136
PTC Therapeutics, Inc.
Consolidated Statements of Comprehensive Income (Loss)
In thousands
Year ended December 31,
2025
2024
2023
Net income (loss)
$ 682,644
$ (363,295)
$ (626,604)
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities, net of tax
518
(57)
820
Foreign currency translation gain (loss), net of tax
35,869
(24,544)
(6,901)
Comprehensive income (loss)
$ 719,031
$ (387,896)
$ (632,685)
See accompanying consolidated notes.
137
PTC Therapeutics, Inc.
Consolidated Statements of Stockholders’ Deficit
In thousands, except shares
Accumulated
Additional
other
Total
Common stock
paid-in
comprehensive
Accumulated
stockholders’
Shares
Amount
capital
income (loss)
deficit
deficit
Balance, December 31, 2022
73,104,692
$
72
$
2,305,020
$
4,796
$
(2,656,974)
$
(347,086)
Issuance of common stock in connection with a milestone payable
657,462
1
29,569
—
—
29,570
Exercise of options
822,482
1
24,039
—
—
24,040
Restricted stock vesting and issuance, net
915,203
1
—
—
—
1
Issuance of common stock in connection with an employee stock purchase plan
209,050
—
5,954
—
—
5,954
Share-based compensation expense
—
—
101,636
—
—
101,636
Receivable from investor
—
—
15
—
—
15
Net loss
—
—
—
—
(626,604)
(626,604)
Comprehensive loss
—
—
—
(6,081)
—
(6,081)
Balance, December 31, 2023
75,708,889
$
75
$
2,466,233
$
(1,285)
$
(3,283,578)
$
(818,555)
Retired Shares
(20)
—
—
—
—
—
Exercise of options
824,813
1
28,564
—
—
28,565
Restricted stock vesting and issuance, net
963,543
1
—
—
—
1
Issuance of common stock in connection with an employee stock purchase plan
206,963
—
5,199
—
—
5,199
Share-based compensation expense
—
—
74,615
—
—
74,615
Net loss
—
—
—
—
(363,295)
(363,295)
Comprehensive loss
—
—
—
(24,601)
—
(24,601)
Balance, December 31, 2024
77,704,188
$
77
$
2,574,611
$
(25,886)
$
(3,646,873)
$
(1,098,071)
Exercise of options
2,368,180
2
93,100
—
—
93,102
Restricted stock vesting and issuance, net
1,254,163
1
—
—
—
1
Issuance of common stock in connection with an employee stock purchase plan
147,835
—
5,944
—
—
5,944
Share-based compensation expense
—
—
74,547
—
—
74,547
Receivable from investor
—
—
133
—
—
133
Net income
—
—
—
—
682,644
682,644
Comprehensive income
—
—
—
36,387
—
36,387
Balance, December 31, 2025
81,474,366
$
80
$
2,748,335
$
10,501
$
(2,964,229)
$
(205,313)
See accompanying consolidated notes.
138
PTC Therapeutics, Inc.
Consolidated Statements of Cash Flows
In thousands
Year ended December 31,
2025
2024
2023
Cash flows from operating activities
Net income (loss)
$
682,644
$
(363,295)
$
(626,604)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization
38,815
75,663
236,590
Non-cash operating lease expense
7,467
7,752
9,827
Non-cash royalty revenue related to sale of future royalties
(228,568)
(181,507)
(93,460)
Non-cash interest expense on liability related to sale of future royalties
215,158
207,394
104,790
Intangible asset impairment
—
159,548
217,800
Change in valuation of contingent consideration
(800)
(4,475)
(127,700)
Tangible asset impairment
1,018
4,095
—
Loss on sale of fixed assets
130
4,298
—
Gain on lease terminations
—
(2,179)
—
Gain on lease modification
(10,775)
(5,464)
—
Gain on sale of priority review voucher
—
(99,900)
—
Unrealized (gain) loss on ClearPoint Equity Investments
(5,734)
(7,685)
1,515
Unrealized loss on ClearPoint convertible debt security
—
1,931
2,678
Realized loss on sale of ClearPoint Equity Investment
7,081
—
782
Realized loss on ClearPoint convertible debt security
—
622
—
Realized gain on sale of marketable securities - equity investments
—
—
(4,383)
Unrealized gain on marketable securities - equity investments
(3,960)
(2,572)
(2,517)
Non-cash stock consideration, milestone payment
—
—
29,570
Disposal of asset
163
345
806
Deferred income taxes
(3)
(55,912)
(46,930)
Amortization of discounts on investments, net
(18,022)
(12,529)
(2,200)
Amortization of debt issuance costs
1,219
1,198
1,873
Loss on extinguishment of debt
—
—
55,625
Share-based compensation expense
74,547
74,615
101,636
Unrealized foreign currency transaction losses (gains), net
3,380
(10,374)
(14,113)
Changes in operating assets and liabilities:
Inventory, net
(53,896)
6,164
(8,183)
Prepaid expenses and other current assets
(36,818)
98,763
(44,992)
Trade and royalty receivables, net
(10,151)
1,732
(1,539)
Deposits and other assets
2,638
12,459
5,222
Accounts payable and accrued expenses
71,741
(33,322)
48,346
Other liabilities
(17,396)
11,830
(2,307)
Deferred revenue
(3,998)
4,917
(550)
Payments on contingent consideration
(4,684)
(1,800)
—
Net cash provided by (used in) operating activities
711,196
(107,688)
(158,418)
Cash flows from investing activities
Purchases of fixed assets
(8,860)
(6,502)
(28,438)
Proceeds from sale of fixed assets
70
28,056
—
Proceeds from sale of priority review voucher
—
150,000
—
Purchases of marketable securities- available for sale
(1,363,530)
(607,984)
(174,086)
Purchases of marketable securities- equity investments
(53,628)
(59,377)
(38,398)
Sale of marketable securities- available for sale
783,896
549,609
21,544
Sale of marketable securities- equity investments
58,808
48,127
132,228
Sale of ClearPoint Equity Investments
12,412
—
2,594
Proceeds from settlement of Clearpoint convertible debt security
—
10,000
—
Acquisition of product rights and licenses
(291,152)
(67,747)
(92,181)
Net cash (used in) provided by investing activities
(861,984)
44,182
(176,737)
Cash flows from financing activities
Proceeds from exercise of options
93,102
28,565
24,040
Proceeds from employee stock purchase plan
5,944
5,199
5,954
Repayment of senior secured term loan
—
—
(300,000)
Debt extinguishment costs related to senior secured term loan
—
—
(81,933)
Cash consideration received from A&R Royalty Purchase Agreement
240,000
241,792
1,000,000
Debt issuance costs related to senior secured term loan
—
—
(282)
Payments on contingent consideration obligation
(6,341)
(18,200)
—
Payment of finance lease principal
(1,611)
(1,490)
(1,379)
Net cash provided by financing activities
331,094
255,866
646,400
Effect of exchange rate changes on cash
22,712
(7,328)
3,114
Net increase in cash and cash equivalents
203,018
185,032
314,359
Cash and cash equivalents, and restricted cash beginning of period
795,316
610,284
295,925
139
Cash and cash equivalents, and restricted cash end of period
$
998,334
$
795,316
$
610,284
Supplemental disclosure of cash information
Cash paid for interest
$
5,702
$
5,823
$
36,131
Total income taxes paid, net of refunds received:
Federal
26,640
—
—
State:
Illinois
4,376
—
—
Other State
854
—
—
Foreign:
Brazil
3,143
—
—
Other Foreign
1,841
—
—
Total income taxes paid, net of refunds received
$
36,854
$
17,550
$
14,155
Supplemental disclosure of non-cash investing and financing activity
Unrealized gain (loss) on marketable securities, net of tax
$
518
$
(57)
$
820
Right-of-use assets obtained in exchange for operating lease obligations
$
27,675
$
6,462
$
—
Acquisition of product rights and licenses
$
1,367
$
420
$
54,618
Fixed asset additions through tenant improvement allowance
$
766
$
18,848
$
—
Accrued brokerage fees in connection with sale of priority review voucher
$
—
$
2,000
$
—
Milestone payable
$
416
$
11,025
$
2,500
Capital expenditures unpaid at the end of the period
$
126
$
70
$
—
See accompanying consolidated notes.
PTC Therapeutics, Inc.
Notes to consolidated financial statements
December 31, 2025
(In thousands except share and per share amount)
140
1. The Company
PTC Therapeutics, Inc. (the “Company” or “PTC”) is a global biopharmaceutical company dedicated to the
discovery, development and commercialization of clinically differentiated medicines for children and adults living with
rare disorders. PTC is advancing a robust and diversified pipeline of transformative medicines as part of its mission to
provide access to best-in-class treatments for patients with unmet medical needs. PTC’s strategy is to leverage its
scientific expertise and global commercial infrastructure to optimize value for its patients and other stakeholders. PTC has
a diversified therapeutic portfolio pipeline that includes several commercial products and product candidates in various
stages of development, including clinical, pre-clinical and research and discovery stages, focused on the development of
new treatments for multiple therapeutic areas for rare diseases relating to neurology and metabolism.
The Company has developed Sephience™ (sepiapterin), a product for the treatment of phenylketonuria (“PKU”), a
rare inherited metabolic disease characterized by the body’s inability to break down an essential amino acid called
phenylalanine, and which can result in neurological and other symptoms. In June 2025, Sephience was granted marketing
authorization by the European Commission (“EC”) for the treatment of children and adults living with PKU within the
European Economic Area (“EEA”). In July 2025, Sephience was approved by the U.S. Food and Drug Administration
(“FDA”) for the treatment of pediatric and adult patients living with PKU in the United States age one month and above.
In December 2025, Sephience was approved by the Japanese Ministry of Health, Labor, and Welfare (“MHLW”) for the
treatment of children and adults living with PKU. In February 2026, Sephience was approved by ANVISA, the Brazilian
health regulatory authority, for the treatment of children and adults living with PKU in Brazil. Sephience is also approved
in additional geographies.
The Company has two products, Translarna™ (ataluren) and Emflaza® (deflazacort), for the treatment of Duchenne
muscular dystrophy (“DMD”), a rare, life-threatening disorder. While Translarna previously had conditional approval in
the EEA, in March 2025, the European Commission, or EC, adopted the negative opinion of the Committee of Medicinal
Products for Human Use, or CHMP, of the European Medicines Agency, or EMA, to not renew the conditional marketing
authorization of Translarna for the treatment of nmDMD. However, the EC indicated that individual countries within the
European Union, or EU, can leverage Articles 117(3) and 5(1) of the EU Directive 2001/83 to allow continued commercial
use of Translarna. Translarna has marketing authorization in additional geographies outside of the EEA, but the EC
adoption of the CHMP negative opinion may affect future reauthorizations. Emflaza is approved in the United States for
the treatment of DMD in patients two years and older.
Translarna is an investigational new drug in the United States. During the first quarter of 2017, the Company filed an
NDA for Translarna for the treatment of nmDMD over protest with the FDA. In October 2017, the Office of Drug
Evaluation I of the FDA issued a CRL for the NDA, stating that it was unable to approve the application in its current
form. In response, the Company filed a formal dispute resolution request with the Office of New Drugs of the FDA. In
February 2018, the Office of New Drugs of the FDA denied the Company’s appeal of the CRL. In its response, the Office
of New Drugs recommended a possible path forward for the Company’s ataluren NDA submission based on the accelerated
approval pathway. The Company followed the FDA’s recommendation and collected, using newer technologies via
procedures and methods that the Company designed in a new study, Study 045, and announced the results of Study 045 in
February 2021. Study 045 did not meet its pre-specified primary endpoint. In June 2022, the Company announced top-line
results from the placebo-controlled trial of Study 041, which was its 18 months, placebo-controlled trial, followed by an
18 months open label extension, of Translarna in the treatment of ambulatory patients with nmDMD aged five years or
older. Following this announcement, the Company submitted a meeting request to the FDA to gain clarity on the regulatory
pathway for a potential re-submission of an NDA for Translarna. The FDA provided initial written feedback that Study
041 does not provide substantial evidence of effectiveness to support NDA re-submission. The Company held a Type C
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
141
meeting with the FDA in the fourth quarter of 2023 to discuss the totality of Translarna data. Based on feedback from the
FDA, the Company re-submitted the NDA in July 2024, based on the results from Study 041 and from its international
drug registry study for nmDMD patients receiving Translarna. In October 2024, the FDA accepted for review the
resubmission of the NDA for Translarna for the treatment of nmDMD. Following feedback from FDA at the end of January
2026, the Company decided to withdraw the NDA resubmission for Translarna. Further development of Translarna for the
treatment of nmDMD in the United States is not planned.
The Company has developed Upstaza (eladocagene exuparvovec), a gene therapy used for the treatment of Aromatic
L-Amino Acid Decarboxylase (“AADC”) deficiency (“AADC deficiency”), a rare central nervous system (“CNS”)
disorder arising from reductions in the enzyme AADC that results from mutations in the dopa decarboxylase gene. In July
2022, the EC approved Upstaza for the treatment of AADC deficiency for patients 18 months and older within the EEA.
In November 2022, the Medicines and Healthcare Products Regulatory Agency approved Upstaza for the treatment of
AADC deficiency for patients 18 months and older within the United Kingdom. In November 2024, the Company’s
biologics license application (“BLA”) for its gene therapy treatment of AADC deficiency was approved by the FDA. This
gene therapy is marketed under the brand name Kebilidi in the United States.
The Company holds the rights for the commercialization of Tegsedi® (inotersen) and Waylivra® (volanesorsen) for
the treatment of rare diseases in countries in Latin America and the Caribbean pursuant to the Collaboration and License
Agreement (the “Tegsedi-Waylivra Agreement”), dated August 1, 2018, by and between the Company and Akcea
Therapeutics, Inc. (“Akcea”), a subsidiary of Ionis Pharmaceuticals, Inc. Tegsedi has received marketing authorization in
the United States, the European Union (the “EU”) and Brazil for the treatment of stage 1 or stage 2 polyneuropathy in
adult patients with hereditary transthyretin amyloidosis (“hATTR amyloidosis”). In August 2021, ANVISA, the Brazilian
health regulatory authority, approved Waylivra as the first treatment for familial chylomicronemia syndrome (“FCS”) in
Brazil. In December 2022, ANVISA approved Waylivra for the treatment of familial partial lipodystrophy (“FPL”).
Waylivra has also received marketing authorization in the EU for the treatment of FCS.
The Company also has a spinal muscular atrophy (“SMA”) collaboration with F. Hoffman-La Roche Ltd and
Hoffman-La Roche Inc. (referred to collectively as “Roche”) and the Spinal Muscular Atrophy Foundation (“SMA
Foundation”). The SMA program has one approved product, Evrysdi® (risdiplam), which was approved by the FDA in
August 2020 for the treatment of SMA in adults and children two months and older and by the EC in March 2021 for the
treatment of 5q SMA in patients two months and older with a clinical diagnosis of SMA Type 1, Type 2 or Type 3 or with
one to four SMN2 copies. Evrysdi has also received marketing authorization for the treatment of SMA in over 100
countries. In May 2022, the FDA approved a label expansion for Evrysdi to include infants under two months old with
SMA. In August 2023, the EC approved an extension of the Evrysdi marketing authorization to include infants under two
months old in the EU.
In addition to the Company’s SMA program, the Company’s splicing platform also includes votoplam (PTC518),
which is being developed for the treatment of Huntington’s disease (“HD”). The Company initiated a Phase 2 study of
votoplam for the treatment of HD in the first quarter of 2022, which consisted of an initial 12-week placebo-controlled
phase focused on safety, pharmacology and pharmacodynamic effects followed by a nine-month placebo-controlled phase
focused on votoplam biomarker effect. In June 2024, the Company announced interim results from the full Phase 2 study
of votoplam. At month 12, votoplam treatment demonstrated durable dose-dependent lowering of mutant HTT (“mHTT”)
protein in the blood and dose-dependent lowering of mHTT protein in the cerebrospinal fluid in the interim cohort of stage
2 patients. In addition, favorable trends were demonstrated on several relevant HD clinical assessments. Furthermore,
following 12 months of treatment, votoplam continued to be well tolerated. In September 2024, the FDA granted Fast
Track designation to the votoplam program for the treatment of HD. In December 2024, the Company held a Type C
meeting with the FDA to discuss whether huntingtin protein lowering could be considered a surrogate endpoint for
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
142
accelerated approval of votoplam. The FDA was aligned on the scientific rationale and asked to see additional data
supportive of an association between huntingtin protein lowering and changes in clinical outcome scores. In May 2025,
the Company announced that the Phase 2 study of votoplam met its primary endpoints of blood HTT lowering and safety.
The results on the full study population are consistent with the previously reported evidence of dose-dependent HTT
lowering, favorable safety profile and early signals of dose-dependent clinical effect at 12 months in Stage 2 patients. In
addition, at 24 months of treatment, there were continued trends of dose-dependent favorable clinical effect relative to a
propensity-matched natural history cohort as well as dose-dependent NfL lowering. In November 2024, the Company
entered into a License and Collaboration Agreement (the “Novartis Agreement”) with Novartis Pharmaceuticals
Corporation (“Novartis”), relating to its votoplam HD program which included related molecules. This transaction closed
in January 2025, triggering a $1.0 billion upfront cash payment to the Company. In the fourth quarter of 2025, an End-of-
Phase 2 meeting was held with FDA, and alignment was reached on design of a global Phase 3 clinical trial, which the
Company expects that Novartis will initiate in the first half of 2026. This trial could serve as the confirmatory study in the
context of Accelerated Approval, or as a registration trial. The Company also expects to have results from the Phase 2
PIVOT-HD extension study of votoplam in the first half of 2026, once all participants cross the 24-month time point.
The Company’s inflammation and ferroptosis platform consists of small molecule compounds that target
oxidoreductase enzymes that regulate oxidative stress and inflammatory pathways central to the pathology of a number of
CNS and non-CNS diseases. The most advanced molecule in the Company’s inflammation and ferroptosis platform is
vatiquinone. The Company announced topline results from a registration-directed Phase 3 trial of vatiquinone in children
and young adults with Friedreich’s ataxia (“FA”), called MOVE-FA, in May 2023. While the study did not meet its primary
endpoint, vatiquinone treatment did demonstrate significant benefit on key disease subscales, including the upright stability
subscale, as well as on other disease relevant endpoints. In October 2024, the Company announced that the pre-specified
endpoint for two different FA long-term extension studies was met, with statistically significant evidence of durable
treatment benefit on disease progression. In December 2024, the Company submitted an NDA to the FDA for vatiquinone
for the treatment of children and adults living with FA. In February 2025, the FDA accepted for filing the NDA. In August
2025, the FDA issued a complete response letter related to the NDA stating that substantial evidence of efficacy was not
demonstrated for vatiquinone and that an additional adequate and well-controlled study would be needed to support NDA
resubmission. The Company met with the FDA in the fourth quarter of 2025 to discuss the vatiquinone development
program. FDA suggested an additional study be conducted to support NDA resubmission. FDA stated in the meeting
minutes that this study could be an open label study with a natural history control group. The Company plans to meet with
FDA in the second quarter of 2026 to discuss the design of this new study.
In addition, the Company has a pipeline of product candidates and discovery programs that are in early clinical, pre-
clinical and research and development stages focused on the development of new treatments for multiple therapeutic areas
for rare diseases.
As of December 31, 2025, the Company had an accumulated deficit of approximately $2,964.2 million. The Company
has financed its operations to date primarily through the private offerings of convertible senior notes (see Note 7), public
and “at the market offerings” of common stock, proceeds from royalty purchase agreements (see Note 7), private
placements of its convertible preferred stock and common stock, collaborations, bank and institutional lender debt, other
convertible debt, grant funding and clinical trial support from governmental and philanthropic organizations and patient
advocacy groups in the disease areas addressed by the Company’s product candidates. The Company has also relied on
revenue generated from net sales of its products. The Company has also relied on revenue associated with milestone and
royalty payments from Roche pursuant to the License and Collaboration Agreement (the “SMA License Agreement”)
dated as of November 23, 2011, by and among the Company, Roche and, for the limited purposes set forth therein, the
SMA Foundation, under its SMA program. The Company has also relied on revenues associated with the Novartis
Agreement. The Company expects that cash flows from the sales of its products, milestone payments from Novartis,
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
143
together with the Company’s cash, cash equivalents and marketable securities, will be sufficient to fund its operations for
at least the next twelve months.
2. Summary of significant accounting policies
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial
position for the periods presented.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates in
these consolidated financial statements have been made in connection with the calculation of net product sales, royalty
revenue, certain accruals related to the Company’s research and development expenses, valuation procedures for liability
for sale of future royalties, and the provision for or benefit from income taxes. Actual results could differ from those
estimates. Changes in estimates are reflected in reported results in the period in which they become known.
Restricted Cash
Restricted cash included in deposits and other assets on the consolidated balance sheet contains an unconditional,
irrevocable and transferable letter of credit of $3.0 million in connection with an amendment and restatement of the
Company’s lease in Hopewell Township, New Jersey. Restricted cash also contains an unconditional, irrevocable and
transferable letter of credit of $10.0 million in connection with obligations for the Company’s new facility lease in Warren,
New Jersey. If after July 1, 2027, the Company is not in default of the lease agreement and meets certain creditworthiness
guidelines, then the letter of credit will be reduced to $5.0 million. If after December 31, 2028, the Company is not in
default of the lease agreement and meets certain creditworthiness guidelines, then the letter of credit will be further reduced
to $2.5 million. Both letters of credit are classified within deposits and other assets on the consolidated balance sheet due
to the long-term nature of the letters of credit. Restricted cash also includes a bank guarantee of $0.7 million denominated
in a foreign currency.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the
consolidated balance sheet that sum to the total of the same amounts shown in the statement of cash flows:
End of
Beginning of
period-
period-
December 31,
December 31,
2025
2024
Cash and cash equivalents
$
984,648
$
779,709
Restricted cash included in deposits and other assets
13,686
15,607
Total Cash, cash equivalents and restricted cash per consolidated statement of cash
flows
$
998,334
$
795,316
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
144
Consolidation
The consolidated financial statements include the accounts of PTC Therapeutics, Inc. and its wholly owned
subsidiaries. All inter-company accounts, transactions, and profits have been eliminated in consolidation.
Segment information
Operating segments are defined as components of an enterprise about which separate discrete information is
available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to
allocate resources and in assessing performance. The Company’s CODM consists of the chief executive officer, the chief
financial officer, and the chief business officer. The Company views its operations and manages its business
in one operating and reporting segment: life science. The life science segment is focused on the discovery, development
and commercialization of the Company’s clinically differentiated medicines that provide benefits to patients with rare
disorders. The Company is managed on a consolidated basis, and accordingly, the CODM assesses performance for the
life science segment based on net income (loss), with a focus on revenues, research and development expense, and selling
general, and administrative expense. Net income (loss) is reported on the income statement as consolidated net income
(loss). The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company derives
its revenues through its worldwide net sales of its commercial products, collaboration agreements and license agreements,
and royalty revenues. Refer to Note 15 for further segment information on revenues.
The Company expects to continue to incur significant expenses as it advances product candidates through all
stages of development and clinical trials and, ultimately, seek regulatory approval. As such, the CODM uses cash forecast
models in deciding how to invest into the life science segment. Such cash forecast models are reviewed to assess the entity-
wide operating results and performance. Net income (loss) is used to monitor planned versus actual results. Monitoring
planned versus actual results is used in assessing performance of the segment and in establishing management’s
compensation, along with the cash forecast models. Refer to Note 15 for segment information on significant segment
expenses and geographic breakdown.
Cash equivalents
The Company considers all highly liquid investments with a maturity of 90 days or less at the time of purchase to be
cash equivalents. Cash equivalents are carried at cost which approximates fair value due to their short-term nature.
Marketable securities
The Company’s marketable securities consists of both debt securities and equity investments. The Company considers
its investments in debt securities with original maturities of greater than 90 days to be available for sale securities.
Securities under this classification are recorded at fair value and unrealized gains and losses within accumulated other
comprehensive income (loss). The estimated fair value of the available for sale securities is determined based on quoted
market prices or rates for similar instruments. In addition, the cost of debt securities in this category is adjusted for
amortization of premium and accretion of discount to maturity. For available for sale debt securities in an unrealized loss
position, the Company assesses whether it intends to sell or if it is more likely than not that the Company will be required
to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to
sell is met, the security’s amortized cost basis is written down to fair value. If the criteria are not met, the Company
evaluates whether the decline in fair value has resulted from a credit loss or other factors. In making this assessment,
management considers, among other factors, the extent to which fair value is less than amortized cost, any changes to the
rating of the security by a rating agency, and adverse conditions specifically related to the security. If this assessment
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
145
indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared
to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the
amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the
amount that the fair value is less than the amortized costs basis. Any impairment that has not been recorded through an
allowance for credit losses is recognized in other comprehensive income. For the years ended December 31, 2025 and
2024, no allowance was recorded for credit losses.
Marketable securities that are equity investments are measured at fair value, as it is readily available, and as such are
classified as Level 1 assets. Unrealized holding gains and losses for these equity investments are components of other
(expense) income, net within the consolidated statement of operations.
Concentration of credit risk
The Company’s financial instruments that are exposed to credit risks consist primarily of cash and cash equivalents,
available-for-sale marketable securities and accounts receivable. The Company maintains its cash and cash equivalents in
bank accounts, which, at times, exceed federally insured limits. The Company has not experienced any credit losses in
these accounts and does not believe it is exposed to any significant credit risk on these funds. The Company’s investment
policy includes guidelines on the quality of the financial institutions and financial instruments the Company is allowed to
invest in, which the Company believes minimizes the exposure to concentration of credit risk.
The Company is subject to credit risk from its accounts receivable related to its product sales. The payment terms are
predetermined and the Company evaluates the creditworthiness of each customer or distributor on a regular basis. The
Company reserves all uninsured amounts billed directly to a patient until the time of cash receipt as collectability is not
reasonably assured at the time the product is received. To date, the Company has not incurred any material credit losses.
Fixed assets
Fixed assets are stated at cost. Depreciation is computed starting when the asset is placed into service on a straight-
line basis over the estimated useful life of the related asset as follows:
Leasehold improvements
Lesser of useful life or remaining lease term
Computer equipment and software
3 years
Machinery and lab equipment
7 years
Furniture and fixtures
7 years
Inventory and cost of product sales
Inventory
Inventories are stated at the lower of cost and net realizable value, utilizing standard costing, which approximates
average costs by product. The Company capitalizes inventory costs associated with products following regulatory approval
when future commercialization is considered probable and the future economic benefit is expected to be realized. Products
which may be used in clinical development programs are included in inventory and charged to research and development
expense when the product enters the research and development process and no longer can be used for commercial purposes.
Inventory used for marketing efforts are charged to selling, general and administrative expense. Amounts related to clinical
development programs and marketing efforts are immaterial.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
146
The following table summarizes the components of the Company’s inventory for the periods indicated:
December 31, 2025 December 31, 2024
Raw materials
$
2,291
$
2,538
Work in progress
55,686
12,216
Finished goods
21,670
8,440
Total inventory
$
79,647
$
23,194
The Company periodically reviews its inventories for excess amounts or obsolescence and writes down obsolete or
otherwise unmarketable inventory to its estimated net realizable value. The Company recorded write downs of $5.2 million
and $13.2 million for the years ended December 31, 2025 and 2024, respectively, primarily related to adjustments to
inventory reserves and product approaching expiration. Additionally, though the Company’s product is subject to strict
quality control and monitoring which it performs throughout the manufacturing processes, certain batches or units of
product may not meet quality specifications resulting in a charge to cost of product sales. For the years ended December 31,
2025 and December 31, 2024, these amounts were immaterial.
Cost of product, collaboration and license sales
Cost of product, collaboration and license sales consists of the cost of inventory sold, manufacturing and supply chain
costs, storage costs, amortization of the acquired intangible asset, royalty payments associated with net product sales,
royalty payments to collaborative partners associated with royalty revenues and collaboration revenue related to
milestones, and costs related to performance of services associated with license agreement revenues. Production costs are
expensed as cost of product, collaboration and license sales when the related products are sold or royalty revenues and
collaboration revenue milestones are earned.
Accumulated other comprehensive income (loss)
Accumulated other comprehensive income (loss) consists of unrealized gains or losses on marketable securities and
foreign currency translation adjustments.
Revenue recognition
Net product revenue
The Company’s net product revenue primarily consists of sales of Translarna in territories outside of the U.S. for the
treatment of nmDMD and sales of Emflaza in the U.S. for the treatment of DMD. Beginning in the second half of 2025,
net product revenues also includes Sephience for the treatment of PKU. The Company recognizes revenue when its
performance obligations with its customers have been satisfied. The Company’s performance obligations are to provide
products based on customer orders from distributors, hospitals, specialty pharmacies or retail pharmacies. The performance
obligations are satisfied at a point in time when the Company’s customer obtains control of the product, which is typically
upon delivery. The Company invoices its customers after the products have been delivered and invoice payments are
generally due within 30 to 90 days of the invoice date. The Company determines the transaction price based on fixed
consideration in its contractual agreements. Contract liabilities arise in certain circumstances when consideration is due
for goods the Company has yet to provide. As the Company has identified only one distinct performance obligation, the
transaction price is allocated entirely to product sales. In determining the transaction price, a significant financing
component does not exist since the timing from when the Company delivers product to when the customers pay for the
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
147
product is typically less than one year. Customers in certain countries pay in advance of product delivery. In those
instances, payment and delivery typically occur in the same month.
The Company records product sales net of any variable consideration, which includes discounts, allowances, rebates
related to Medicaid and other government pricing programs, and distribution fees. The Company uses the expected value
or most likely amount method when estimating its variable consideration, unless discount or rebate terms are specified
within contracts. The identified variable consideration is recorded as a reduction of revenue at the time revenues from
product sales are recognized. These estimates for variable consideration are adjusted to reflect known changes in factors
and may impact such estimates in the quarter those changes are known. Revenue recognized does not include amounts of
variable consideration that are constrained.
In relation to customer contracts, the Company incurs costs to fulfill a contract but does not incur costs to obtain a
contract. These costs to fulfill a contract do not meet the criteria for capitalization and are expensed as incurred. The
Company considers any shipping and handling costs that are incurred after the customer has obtained control of the product
as a cost to fulfill a promise. Shipping and handling costs associated with finished goods delivered to customers are
recorded as a selling expense.
Collaboration, license, and royalty revenue
The terms of these agreements typically include payments to the Company of one or more of the following:
nonrefundable, upfront license fees; milestone payments; research funding and royalties on future product sales. In
addition, the Company generates service revenue through agreements that generally provide for fees for research and
development services and may include additional payments upon achievement of specified events.
At the inception of a collaboration arrangement, the Company needs to first evaluate if the arrangement meets the
criteria in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 808
“Collaborative Arrangements” to then determine if ASC Topic 606 is applicable by considering whether the collaborator
meets the definition of a customer. If the criteria are met, the Company assesses the promises in the arrangement to identify
distinct performance obligations.
For licenses of intellectual property, the Company assesses, at contract inception, whether the intellectual property is
distinct from other performance obligations identified in the arrangement. If the licensing of intellectual property is
determined to be distinct, revenue is recognized for nonrefundable, upfront license fees when the license is transferred to
the customer and the customer can use and benefit from the license. If the licensing of intellectual property is determined
not to be distinct, then the license will be bundled with other promises in the arrangement into one distinct performance
obligation. The Company needs to determine if the bundled performance obligation is satisfied over time or at a point in
time. If the Company concludes that the nonrefundable, upfront license fees will be recognized over time, the Company
will need to assess the appropriate method of measuring proportional performance.
For milestone payments, the Company assesses, at contract inception, whether the development or sales-based
milestones are considered probable of being achieved. If it is probable that a significant revenue reversal will occur, the
Company will not record revenue until the uncertainty has been resolved. Milestone payments that are contingent upon
regulatory approval are not considered probable of being achieved until the applicable regulatory approvals or other
external conditions are obtained as such conditions are not within the Company’s control. If it is probable that a significant
revenue reversal will not occur, the Company will estimate the milestone payments using the most likely amount method.
The Company will re-assess the development and sales-based milestones each reporting period to determine the probability
of achievement. The Company recognizes royalties from product sales at the later of when the related sales occur or when
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
148
the performance obligation to which the royalty has been allocated has been satisfied. If it is probable that a significant
revenue reversal will not occur, the Company will estimate the royalty payments using the most likely amount method.
The Company recognizes revenue for reimbursements of research and development costs under collaboration
agreements as the services are performed. The Company records these reimbursements as revenue and not as a reduction
of research and development expenses as the Company has the risks and rewards as the principal in the research and
development activities.
Translarna France
During the year ended December 31, 2025, the Company changed its estimates for its sales allowance related to
Translarna revenues in France, primarily based on its recent communications with the French pricing authorities
subsequent to the EC’s adoption of the opinion of the CHMP of the EMA to not renew the authorization of Translarna for
the treatment of nmDMD. This change in estimate resulted in an increase of $98.6 million to the sales allowance reserve,
which is recorded within the accounts payable and accrued expenses line on the consolidated balance sheets for the period
ended December 31, 2025, and a decrease to net product revenues of $98.6 million, which is recorded to the Translarna
France line item on the consolidated statement of operations for the year ended December 31, 2025. The $98.6 million
change in sales allowance estimate represents a life to date adjustment for the historical sales of Translarna in France.
Translarna France revenues were reclassified from net product revenues to the Translarna France line item on the
consolidated statement of operations for the years ended December 31, 2024 and December 31, 2023 to allow revenue for
Translarna France to be comparable.
Allowance for doubtful accounts
The Company maintains an allowance for estimated losses resulting from the inability of its customers to make
required payments. The Company estimates uncollectible amounts based upon current customer receivable balances, the
age of customer receivable balances, the customer’s financial condition and current economic trends. The Company also
assesses whether an allowance for expected credit losses may be required which includes a review of the Company’s
receivables portfolio, which are pooled on a customer basis or country basis. In making its assessment of whether an
allowance for credit losses is required, the Company considers its historical experience with customers, current balances,
levels of delinquency, regulatory and legal environments, and other relevant current and future forecasted economic
conditions. For the years ended December 31, 2025 and 2024, no allowance was recorded for credit losses. The allowance
for doubtful accounts was $15.2 million as of December 31, 2025 and $2.3 million as of December 31, 2024. For the years
ended December 31, 2025, 2024 and 2023, bad debt expense was $12.2 million, $1.7 million, and $0.9 million,
respectively.
Liability for sale of future royalties
The Company has a royalty purchase agreement with Royalty Pharma Investments 2019 ICAV (“Royalty Pharma”)
in which the Company sold its right to receive sales-based royalty payments on worldwide net sales of Evrysdi in exchange
for upfront cash consideration from Royalty Pharma. In accordance with the guidance in ASC 470-10-25-2, the Company
determined that cash consideration obtained pursuant to the royalty purchase agreement should be classified as debt and
is recorded as “liability for sale of future royalties-current” and “liability for sale of future royalties-noncurrent” on the
Company’s consolidated balance sheet based on the timing of the expected payments to be made to Royalty Pharma. The
liability is amortized using the effective interest method over the life of the arrangement, in accordance with the respective
guidance, utilizing the prospective method to account for subsequent changes in the estimated future payments to be made
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
149
to Royalty Pharma and the Company updates the effective interest rate on a quarterly basis. Refer to Note 7 for further
details.
Leases
The Company determines if an arrangement is a lease at inception. This determination generally depends on whether
the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for
a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company
obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying
asset. The Company has lease agreements which include lease and non-lease components, which the Company accounts
for as a single lease component for all leases. Operating and finance leases are classified as right of use ("ROU") assets,
short term lease liabilities, and long term lease liabilities. Operating and finance lease ROU assets and lease liabilities are
recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets are
amortized and lease liabilities accrete to yield straight-line expense over the term of the lease. Lease payments included in
the measurement of the lease liability are comprised of fixed payments.
Variable lease payments associated with the Company’s leases are recognized when the event, activity, or
circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented
in the Company’s consolidated statements of operations in the same line item as expense arising from fixed lease payments
for operating leases.
Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet and the Company
recognizes lease expense for these leases on a straight-line basis over the lease term. The Company applies this policy to
all underlying asset categories.
A lessee is required to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate
cannot be readily determined, its incremental borrowing rate. As most of the Company’s leases do not provide an implicit
rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in
determining the present value of lease payments. The Company gives consideration to its recent debt issuances as well as
publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates.
The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional
periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably
certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Leasehold improvements
are capitalized and depreciated over the lesser of useful life or lease term. See Note 5, Leases for additional information.
Research and development costs
Research and development expenses include the clinical development costs associated with the Company’s product
development programs and research and development costs associated with the Company’s discovery programs. These
expenses include internal research and development costs and the costs of research and development conducted on behalf
of the Company by third parties, including sponsored university-based research agreements and clinical study vendors.
All research and development costs are expensed as incurred. Costs incurred in obtaining technology licenses are charged
immediately to research and development expense if the technology licensed has not reached technological feasibility and
has no alternative future uses.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
150
Advance payments made for goods and services that will be used in future research and development activities are
deferred if the contracted party has not yet performed the related activities. The amount deferred is then expensed when
the research and development activities are performed. As of December 31, 2025 and 2024, the short term deferred
research and development advance payments were $8.8 million and $7.4 million, respectively, and are classified as prepaid
expenses and other current assets on the consolidated balance sheet. As of December 31, 2025 and 2024, the long term
deferred research and development advance payments were $1.1 million and $1.7 million, respectively, and are classified
as deposits and other assets on the consolidated balance sheet.
Fair value of financial instruments
The Company follows the fair value measurement rules, which provides guidance on the use of fair value in accounting
and disclosure for assets and liabilities when such accounting and disclosure is called for by other accounting literature.
These rules establish a fair value hierarchy for inputs to be used to measure fair value of financial assets and liabilities.
This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels: Level 1 (highest
priority), Level 2, and Level 3 (lowest priority).
•
Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the
ability to access at the balance sheet date.
•
Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets,
quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted
prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived
principally from or corroborated by observable market data by correlation or other means (market corroborated
inputs).
•
Level 3—Inputs are unobservable and reflect the Company’s assumptions as to what market participants would
use in pricing the asset or liability. The Company develops these inputs based on the best information available.
Cash equivalents, marketable securities, and equity investments are reflected in the accompanying financial statements
at fair value. The carrying amounts of receivables and accounts payable and accrued expenses approximate fair value due
to the short-term nature of those instruments.
Share-based compensation
The Company measures the cost of employee services received in exchange for an award of equity instruments based
on the grant date fair value of the award. Restricted stock awards are measured based on the fair market values of the
underlying stock on the dates of grant. For service type awards, share-based compensation expense is recognized on a
straight-line basis over the period during which the employee is required to provide service in exchange for the entire
award.
The fair value of options is calculated using the Black-Scholes option pricing model to determine the fair value of
stock options on the date of grant based on key assumptions such as expected volatility and expected term. The Company
estimates the expected volatility of options utilizing the Company’s historical stock volatility. The Company estimates the
expected term of options utilizing the Company’s historical exercise data. The risk-free rate of the option is based on U.S.
Government Securities Treasury Constant Maturities yields at the date of grant for a term similar to the expected term of
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
151
the option. In connection with the adoption of FASB Accounting Standards Update (“ASU”) 2016-9, the Company made
a policy election to continue its methodology for estimating its forfeiture rate.
Stock-based compensation expense for performance stock units (“PSUs”) is determined using the grant date fair value,
which is the quoted closing market price per share of the Company’s common stock on the Nasdaq Global Select Market
on the grant date. Stock-based compensation expense for the PSUs will not be recognized until the achievement of the
performance goal is deemed probable (the “Probable Date”), a determination that requires significant judgment by
management, as the achievement of these goals have inherent risk and uncertainties. At the Probable Date, the Company
records a cumulative catch-up expense for the portion of the grant date fair value attributable to the period from the grant
date to the Probable Date. The remaining expense is recognized over the remaining service period on a straight-line basis.
Stock-based compensation expense for market-based performance stock units vest only upon the satisfaction of
market-based conditions. The market-based conditions are satisfied upon our achievement of specified stock prices and
total shareholder return (“TSR”) compared to the group of companies in the Nasdaq Biotechnology Index (the “NBI”).
For market-based awards, the Company determines the grant-date fair value utilizing a Monte Carlo valuation model,
which incorporates various assumptions including expected stock price volatility, expected term, and risk-free interest
rates. The Company estimates the volatility on the date of grant based on the Company’s and companies within the NBI’s
historical stock volatilities, as applicable. The risk-free interest rate is based on the U.S. Treasury yield curve on the
valuation date. The Company records stock-based compensation expense for the PSUs with market conditions on an
accelerated attribution method over the requisite service period.
Income taxes
On December 15, 2022, the European Union (EU) member states formally adopted the EU’s Pillar Two Directive,
which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-
operation and Development (OECD) Pillar Two Framework that was supported by over 130 countries worldwide. The EU
effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. A significant number of
other countries are also implementing similar legislation. As a result, the tax laws in the U.S. and other countries in which
PTC and its affiliates do business could change on a prospective or retroactive basis and any such changes could materially
adversely affect the Company’s business. The Company is continuing to evaluate the potential impact on future periods
of the Pillar Two Framework, pending legislative adoption by additional individual countries, including those within the
EU.
On December 22, 2017, the U.S. government enacted the 2017 Tax Cuts and Jobs Act (“TCJA”), which significantly
revised U.S. tax law by, among other provisions, lowering the U.S. federal statutory income tax rate to 21%, imposing a
mandatory one-time transition tax on previously deferred foreign earnings, and eliminating or reducing certain income tax
deductions. The Global Intangible Low-tax Income ("GILTI") provisions of the TCJA require the Company to include in
its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible
assets. The Company has elected to account for GILTI tax in the period in which it is incurred, and therefore has not
provided any deferred tax impacts of GILTI in its consolidated financial statements for the period ended
December 31, 2025.
Since 2022, TCJA amendments to IRC Section 174 have no longer permitted an immediate deduction for research
and development (R&D) expenditures in the tax year that such costs are incurred. Instead, these IRC Section 174
development costs have had to be capitalized and amortized over either a five- or 15-year period for domestic and foreign
expenditures, respectively. On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBBA”)
which generally extended the tax provisions previously enacted by the TCJA that were set to expire, as well as made other
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
152
changes to federal tax law for multinational corporations. Effective beginning with PTC’s 2025 tax year, the OBBBA
restored immediate deductibility of domestic expenditures, while foreign expenditures will continue to be capitalized and
amortized over 15 years. Additionally, IRC Section 174A, enacted as part of the OBBBA, allows for the immediate
expensing of all remaining unamortized domestic costs either upfront in 2025, or ratably in 2025 and 2026.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating
loss and credit carryforwards. Deferred tax assets and liabilities are measured at rates expected to apply to taxable income
in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that
includes the enactment date. A valuation allowance is recorded when it is not more likely than not that all or a portion of
the net deferred tax assets will be realized.
Foreign currency
The functional currencies of the Company’s foreign subsidiaries primarily are the local currencies of the country in
which the subsidiary operates. The Company’s asset and liability accounts are translated using the current exchange rate
as of the balance sheet date. Stockholders’ equity accounts are translated using historical rates at the balance sheet date.
Revenue and expense accounts are translated using a weighted average exchange rate over the period ended on the balance
sheet date. Adjustments resulting from the translation of the financial statements of the Company’s foreign subsidiaries
into U.S. dollars are accumulated as a separate component of stockholders’ equity within other comprehensive income.
Gains or losses resulting from transactions denominated in foreign currencies are included in other income or expense,
within the consolidated statements of operations.
Net income (loss) per share
Basic net income (loss) per share is calculated by dividing the net income (loss) attributable to common stockholders
by the weighted average number of common shares outstanding for the period, without consideration for common stock
equivalents. Diluted net income per share is calculated by dividing the net income attributable to common stockholders by
the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock
method and the if-converted method. During periods in which the Company incurs net losses, both basic and diluted loss
per share is calculated by dividing the net loss by the weighted average shares outstanding—potentially dilutive securities
are excluded from the calculation because their effect would be anti-dilutive. Dilutive common stock equivalents are
comprised of options and unvested restricted stock outstanding under the Company’s stock option plans.
Business combinations and asset acquisitions
The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction
should be accounted for as a business combination or asset acquisition by first applying a screen to determine if
substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar
identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met,
further determination is required as to whether or not the Company has acquired inputs and processes that have the ability
to create outputs, which would meet the requirements of a business. If determined to be a business combination, the
Company accounts for the transaction under the acquisition method of accounting as indicated in ASU 2017-01, “Business
Combinations”, which requires the acquiring entity in a business combination to recognize the fair value of all assets
acquired, liabilities assumed, and any non-controlling interest in the acquiree and establishes the acquisition date as the
fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
153
combinations, including contingent assets and liabilities, and non-controlling interest in the acquiree based on the fair
value estimates as of the date of acquisition. In accordance with ASC 805, the Company recognizes and measures goodwill
as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net
assets acquired.
The consideration for the Company’s business acquisitions may include future payments that are contingent upon the
occurrence of a particular event or events. The obligations for such contingent consideration payments are recorded at fair
value on the acquisition date. The contingent consideration obligations are then evaluated each reporting period. Changes
in the fair value of contingent consideration, other than changes due to payments, are recognized as a gain or loss and
recorded within the change in the fair value of contingent consideration in the consolidated statements of operations.
If determined to be an asset acquisition, the Company accounts for the transaction under ASC 805-50, which requires
the acquiring entity in an asset acquisition to recognize assets acquired and liabilities assumed based on the cost to the
acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. No gain
or loss is recognized as of the date of acquisition unless the fair value of non-cash assets given as consideration differs
from the assets’ carrying amounts on the acquiring entity’s books. Consideration transferred that is noncash will be
measured based on either the cost (which will be measured based on the fair value of the consideration given) or the fair
value of the assets acquired and liabilities assumed, whichever is more reliably measurable. Goodwill is not recognized in
an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to
the identifiable assets based on relative fair values.
Contingent consideration payments in asset acquisitions are recognized when the contingency is resolved and the
consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative, in which
case the amount becomes part of the basis in the asset acquired). Upon recognition of the contingent consideration payment,
the amount is included in the cost of the acquired asset or group of assets.
Finite-lived intangible assets
The Company records the fair value of purchased intangible assets with finite useful lives as of the transaction date
of a business combination or asset acquisition. Purchased intangible assets with finite useful lives are amortized to their
estimated residual values over their estimated useful lives.
Impairment of long-lived assets
The Company monitors its long-lived assets and finite-lived intangibles for indicators of impairment. If such indicators
are present, the Company assesses the recoverability of affected assets by determining whether the carrying value of such
assets is less than the sum of the undiscounted future cash flows of the assets. If such assets are found not to be recoverable,
the Company measures the amount of such impairment by comparing the carrying value of the assets to the fair value of
the assets, with the fair value generally determined based on the present value of the expected future cash flows associated
with the assets.
Tangible asset impairment and (gains) losses on transactions, net
Tangible asset impairment and (gains) losses on transactions, net includes impairments identified on fixed assets,
losses on sales of fixed assets, and gains on lease modifications and lease terminations. For the year ended
December 31, 2025, these amounts consisted of a $10.8 million gain on the MassBio lease modification (Note 5). This
amount was partially offset by a loss of $1.0 million in fixed asset impairments in connection with the Company’s office
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
154
relocations and closures, as well as a $0.1 million loss related to the sale of fixed assets. For the year ended December 31
2024, these amounts consisted of a $4.4 million loss primarily related to the sale of certain assets for gene therapy
manufacturing, and a $4.1 million loss primarily related to fixed asset impairments in connection with the South Plainfield,
New Jersey office closure and Warren, New Jersey lease modification. These amounts were partially offset by a gain of
$2.2 million on lease terminations, and a gain of $5.5 million on lease modification.
Goodwill
Goodwill represents the amount of consideration paid in excess of the fair value of net assets acquired as a result of
the Company’s business acquisitions accounted for using the acquisition method of accounting. Goodwill is not amortized
and is subject to impairment testing at a reporting unit level on an annual basis or when a triggering event occurs that may
indicate the carrying value of the goodwill is impaired. The Company reassesses its reporting units as part of its annual
segment review. As of December 31, 2025, the Company concluded that it continues to operate as one reporting unit. An
entity is permitted to first assess qualitative factors to determine if a quantitative impairment test is necessary. Further
testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that the
fair value of the reporting unit is less than its carrying amount. The Company performed an annual test for goodwill as of
October 1, 2025. The Company’s single reporting unit had a negative carrying value, and thus the Company determined
there was no impairment of goodwill.
Recent accounting pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income- Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 enhances
financial reporting by requiring additional information about specific expense categories in the notes to financial
statements at interim and annual reporting periods. The guidance is effective for public business entities for annual periods
beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is
permitted. The Company is currently planning to adopt this guidance when effective. The Company is assessing the impact
of the adoption on the Company’s consolidated financial statements and accompanying footnotes but expects the impact
will be enhanced disclosures related to income statement expenses.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of
Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 addresses challenges encountered when
applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current accounts receivable and current
contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. The
guidance is effective for public business entities for annual periods beginning after December 15, 2025, and interim
reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting
periods in which financial statements have not yet been issued or made available for issuance. In developing reasonable
and supportable forecasts as part of estimating expected credit losses, the guidance provides that all entities may elect a
practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life
of the asset. The Company is currently planning to adopt this guidance when effective. The Company is assessing the
impact of the adoption on the Company’s consolidated financial statements and accompanying footnotes but expects the
guidance will not have a material impact.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other— Internal-Use Software
(Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 enhances
accounting for software costs that are accounted for under Subtopic 350-40, Intangibles—Goodwill and Other—Internal-
Use Software (referred to as “internal-use software”). The guidance is effective for public business entities for annual
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
155
periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Entities
have three transition options: prospective, retrospective, or modified prospective adoption. Early adoption is permitted as
of the beginning of an annual reporting period. Instead of following prescriptive project stages for capitalization of internal-
use software, entities will capitalize costs when management has authorized and committed funding for the software
project and it is probable that the project will be completed and used as intended. The Company is currently planning to
adopt this guidance when effective. The Company is assessing the impact of the adoption on the Company’s consolidated
financial statements and accompanying footnotes.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements.
ASU 2025-11 clarifies and reorganizes existing guidance related to interim financial reporting and disclosures. The
guidance is effective for public business entities for interim reporting periods with annual reporting periods beginning
after December 15, 2027. The Company is assessing the impact of the adoption on the Company’s consolidated financial
statements and accompanying footnotes but expects the guidance will not have a material impact, as the guidance does not
change the recognition or measurement of financial statement amounts.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. ASU 2025-12 makes targeted
improvements to the FASB Accounting Standards Codification by clarifying language, correcting technical errors, and
addressing unintended codification applications across various topics in the U.S. GAAP. The guidance is effective for
public business entities for interim reporting periods with annual reporting periods beginning after December 15, 2026.
The Company is assessing the impact of the adoption on the Company’s consolidated financial statements and
accompanying footnotes but expects the guidance will not have a material impact, as the guidance does not change the
recognition or measurement of financial statement amounts.
Impact of recently adopted accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. ASU 2023-09
enhances the transparency about income tax information through improvements to income tax disclosures primarily related
to the rate reconciliation and income taxes paid information. The guidance is effective for public business entities for
annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are
effective for annual periods beginning after December 15, 2025. Early adoption is permitted. The Company adopted this
guidance prospectively for the year ended December 31, 2025 and has updated its disclosures within its footnotes herein
to include the required additional tax disclosures.
3. Fair value of financial instruments and investments
The Company follows the fair value measurement rules, which provide guidance on the use of fair value in accounting
and disclosure for assets and liabilities when such accounting and disclosure is called for by other accounting literature.
Cash equivalents, marketable securities, and equity investments are reflected in the accompanying financial statements at
fair value. The carrying amount of receivables and accounts payable and accrued expenses approximate fair value due to
the short-term nature of those instruments.
The Company uses the market approach to measure fair value for its marketable securities. The market approach uses
prices and other relevant information generated by market transactions involving identical or comparable assets. The
Company’s marketable securities are classified as Level 2 as they primarily utilize broker quotes in a nonactive market to
value these securities.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
156
The Company owned common stock in ClearPoint Neuro, Inc. (“ClearPoint”) (formerly MRI Interventions, Inc.), a
publicly traded medical device company. The ClearPoint equity investments (collectively, the “ClearPoint Equity
Investments”) represented financial instruments, and therefore, were recorded at fair value, which was readily
determinable. As of December 31, 2025, the Company sold all of its ClearPoint Equity Investments. The ClearPoint Equity
Investments were components of prepaids and other current assets as of December 31, 2024 on the consolidated balance
sheet. The Company classified its equity investments in ClearPoint as a Level 1 asset within the fair value hierarchy, as
the value was based on a quoted market price in an active market, which was not adjusted.
In January 2020, the Company purchased a $10.0 million convertible note from ClearPoint that was convertible into
ClearPoint shares at a conversion rate of $6.00 per share at any point throughout the term of the loan, with a maturity date
five years from the purchase date. In August 2024, the outstanding principal amount of the convertible note, together with
any accrued and unpaid interest thereon, was repaid in full by ClearPoint and therefore the balance at December 31, 2024
was $0. The Company determined that the convertible note represented an available for sale debt security and the Company
had elected to record it at fair value under ASC 825. The Company classified its ClearPoint convertible debt security as a
Level 2 asset within the fair value hierarchy, as the value was based on inputs other than quoted prices that are observable.
The fair value of the ClearPoint convertible debt security was determined at each reporting period by utilizing a Black-
Scholes option pricing model, as well as a present value of expected cash flows from the debt security utilizing the risk
free rate and the estimated credit spread as of the valuation date as the discount rate.
The Company has an investment in mutual funds that is denominated in foreign currency and is classified as
marketable securities on the Company’s consolidated balance sheets. This equity investment is reported at fair value, as it
is readily available, and as such is classified as a Level 1 asset. Unrealized holding gains and losses for this equity
investment are included as components of interest expense, net within the consolidated statement of operations.
The table presented below is a summary of changes in the fair value for the Company’s marketable securities – equity
investments, ClearPoint Equity Investments, and ClearPoint convertible debt security for the years ended December 31,
2025 and 2024:
Ending
Foreign
Ending
Balance at
Currency
Balance at
December 31,
Unrealized
Realized
Unrealized
Investments
December 31,
2024
Gain
Loss
Gain
Purchased
Sales
2025
Marketable securities - equity investments
$
29,034
3,960
—
3,782
53,628
(58,808)
$
31,596
ClearPoint Equity Investments
13,759
5,734
(7,081)
—
—
(12,412)
—
Total Fair Value
$
42,793
$
9,694
$
(7,081)
$
3,782
$
53,628
$
(71,220)
$
31,596
Ending
Foreign
Ending
Balance at
Currency
Balance at
December 31,
Unrealized
Realized
Unrealized
Investments
December 31,
2023
Gain/(Loss)
Loss
Loss
Purchased
Sales
2024
Marketable securities - equity investments
$
22,634
2,572
—
(7,422)
59,377
(48,127)
$
29,034
ClearPoint Equity Investments
6,074
7,685
—
—
—
—
13,759
ClearPoint convertible debt security
12,553
(1,931)
(622)
—
—
(10,000)
—
Total Fair Value
$
41,261
$
8,326
$
(622)
$
(7,422)
$
59,377
$
(58,127)
$
42,793
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
157
Fair value of marketable securities that are classified as available for sale debt securities is based upon market prices
using quoted prices in active markets for identical assets quoted on the last day of the period. In establishing the estimated
fair value of the remaining available for sale debt securities, the Company used the fair value as determined by its
investment advisors using observable inputs other than quoted prices.
The following represents the fair value using the hierarchy described in Note 2 for the Company’s financial assets and
liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2025 and 2024:
December 31, 2025
Quoted prices
Significant
in active
other
Significant
markets for
observable
unobservable
identical assets
inputs
inputs
Total
(level 1)
(level 2)
(level 3)
Marketable securities - available for sale
$
929,127
$
—
$
929,127
$
—
Marketable securities - equity investments
$
31,596
$
31,596
$
—
$
—
December 31, 2024
Quoted prices
Significant
in active
other
Significant
markets for
observable
unobservable
identical assets
inputs
inputs
Total
(level 1)
(level 2)
(level 3)
Marketable securities - available for sale
$
330,953
$
—
$
330,953
$
—
Marketable securities - equity investments
$
29,034
$
29,034
$
—
$
—
ClearPoint Equity Investments
$
13,759
$
13,759
$
—
$
—
Contingent consideration payable- net sales
milestones
$
800
$
—
$
—
$
800
No transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy occurred during the years
ended December 31, 2025 and 2024.
The following is a summary of marketable securities accounted for as available for sale debt securities at December 31,
2025 and 2024:
December 31, 2025
Amortized
Gross Unrealized
Cost
Gains
Losses
Fair Value
Commercial paper
$ 93,113
$
8
$
(9)
$ 93,112
Corporate debt securities
279,090
181
(9)
279,262
Government obligations
556,137
616
—
556,753
Total
$ 928,340
$
805
$
(18)
$ 929,127
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
158
December 31, 2024
Amortized
Gross Unrealized
Cost
Gains
Losses
Fair Value
Commercial paper
$ 44,780
$
—
$
(1)
$ 44,779
Corporate debt securities
89,320
76
(75)
89,321
Government obligations
196,584
269
—
196,853
Total
$ 330,684
$
345
$
(76)
$ 330,953
For available for sale debt securities in an unrealized loss position, the Company assesses whether it intends to sell or
if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost
basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written
down to fair value. For the years ended December 31, 2025 and 2024, no write downs occurred. The Company does not
intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments
before recovery of their amortized cost basis, which may be maturity. The Company also reviews its available for sale
debt securities in an unrealized loss position and evaluates whether the decline in fair value has resulted from credit losses
or other factors. This review is subjective, as it requires management to evaluate whether an event or change in
circumstances has occurred in that period that may be related to credit issues. For the years ended December 31, 2025 and
2024, no allowance was recorded for credit losses. Unrealized gains and losses are reported as a component of accumulated
other comprehensive income (loss) in stockholders’ deficit.
For the year ended December 31, 2025, realized gains from the sale of available for sale debt securities were
immaterial. For the year ended December 31, 2024, the Company had $3.4 million of realized gains from the sale of
available for sale debt securities. Realized gains and losses are reported as a component of interest expense, net in the
consolidated statement of operations.
The unrealized losses and fair values of available for sale debt securities that have been in an unrealized loss position
for a period of less than and greater than or equal to 12 months as of December 31, 2025 are as follows:
December 31, 2025
Securities in an unrealized loss
Securities in an unrealized loss
position less than 12 months
position greater than or equal to 12 months
Total
Unrealized losses Fair Value Unrealized losses
Fair Value
Unrealized losses Fair Value
Commercial paper
$
(9)
50,306
—
—
(9) $ 50,306
Corporate debt securities $
(9)
45,068
—
—
(9) $ 45,068
Total
$
(18)
$ 95,374 $
—
$
— $
(18) $ 95,374
The unrealized losses and fair values of available for sale debt securities that have been in an unrealized loss position
for a period of less than and greater than or equal to 12 months as of December 31, 2024 are as follows:
December 31, 2024
Securities in an unrealized loss
Securities in an unrealized loss
position less than 12 months
position greater than or equal to 12 months
Total
Unrealized losses Fair Value Unrealized losses
Fair Value
Unrealized losses Fair Value
Commercial paper
$
(1)
29,810
—
—
(1) $ 29,810
Corporate debt securities $
(75)
59,550
—
—
(75) $ 59,550
Total
$
(76)
$ 89,360 $
—
$
— $
(76) $ 89,360
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
159
Available for sale debt securities on the balance sheet at December 31, 2025 and 2024 mature as follows:
December 31, 2025
Less Than
More Than
12 Months
12 Months
Commercial paper
$
93,112
$
—
Corporate debt securities
279,262
—
Government obligations
556,753
—
Total
$ 929,127
$
—
December 31, 2024
Less Than
More Than
12 Months
12 Months
Commercial paper
$
44,779
$
—
Corporate debt securities
89,321
—
Government obligations
196,853
—
Total
$ 330,953
$
—
The Company classifies all of its marketable securities as current as they are all either available for sale debt securities
or equity investments and are available for current operations.
Convertible senior notes
In September 2019, the Company issued $287.5 million of 1.5% convertible senior notes due September 15, 2026 (the
“2026 Convertible Notes”). The fair value of the 2026 Convertible Notes, which differs from their carrying values, is
influenced by interest rates, the Company’s stock price and stock price volatility and is determined by prices for the 2026
Convertible Notes observed in market trading which are Level 2 inputs. The estimated fair value of the 2026 Convertible
Notes at December 31, 2025 and December 31, 2024 was $424.5 million and $321.3 million, respectively.
Level 3 valuation
The contingent consideration payable is fair valued each reporting period with the change in fair value recorded as a
gain or loss within the change in the fair value of contingent consideration on the consolidated statements of operations.
During the first quarter of 2025, the probability of triggering the remaining contingent consideration was determined to be
remote, and therefore the balance was written down to zero. The change in fair value of the contingent consideration for
the year ended December 31, 2025 is $0.8 million and is recorded in the consolidated statement of operations. Refer to
Note 14 for additional details.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
160
4. Fixed assets
Fixed assets, net were as follows at December 31, 2025 and 2024:
December 31,
2025
2024
Leasehold improvements
$
35,161
$
31,531
Computer equipment and software
26,077
24,043
Machinery and lab equipment
35,336
33,304
Furniture and fixtures
2,987
2,416
Assets in process
2,803
3,034
102,364
94,328
Less accumulated depreciation
(46,993)
(33,358)
Total
$
55,371
$
60,970
Depreciation expense was approximately $14.2 million, $14.9 million, and $13.9 million for the years ended
December 31, 2025, 2024, and 2023, respectively.
For the year ended December 31, 2025, in connection with the Company’s office relocations and closures, the
Company recorded a $1.0 million loss related to fixed asset impairments. Additionally, the Company recorded a $0.1
million loss on sales of fixed assets. During the year end December 31, 2024, the Company recorded a $4.4 million loss
primarily related to the sale of certain assets for gene therapy manufacturing. Additionally, in connection with the South
Plainfield, New Jersey office closure, as well as the Warren, New Jersey lease modification, the Company recorded a $4.1
million loss primarily related to fixed assets impairments. Both the fixed asset loss on sales and fixed asset impairments
are recorded on the Company’s consolidated statement of operations within tangible asset impairment and (gains) losses
on transactions, net.
5. Leases
The Company’s principal office space is a facility located in Warren, New Jersey, which is approximately 180,000
square feet. The Company also leases laboratory space in Bridgewater, New Jersey and other locations throughout the
United States and office space in various countries for international employees primarily through workspace providers.
On August 1, 2025, the Company commenced a lease for office and laboratory space at a facility located in Mountainview,
CA. The initial term of the lease is twelve years and nine months with an aggregate base rent of approximately $42.6
million. The Company recorded an operating lease ROU asset of $26.8 million and an operating lease ROU liability of
$26.7 million as of the commencement date of the lease.
The Company also has a finance lease related to its commercial manufacturing agreement with MassBiologics of the
University of Massachusetts Medical School (“MassBio”). In December 2025, the MassBio remaining lease term was
effectively reduced to 24 months, which was accounted for as a lease modification in accordance with ASC 842-10-25-
12. The ROU liability was remeasured using an incremental borrowing rate at the date of modification of 5.2%. As the
difference between the present value of future payments and the face value of future payments was determined to be
immaterial, the Company recorded the remeasured lease liability at face value. As there is no corresponding ROU asset,
the modification resulted in a $10.8 million gain, which is included within tangible asset impairment and (gains) losses on
transactions, net on the Company’s consolidated statements of operations for the year ended December 31, 2025. As of
December 31, 2025, the balance of the finance lease liabilities-current and finance lease liabilities-non-current are $3.0
million and $3.0 million, respectively, and are directly related to the Company’s MassBio Agreement. As of
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
161
December 31, 2024, the balance of the finance lease liabilities-current and finance lease liabilities non-current were $3.0
million and $15.6 million, respectively. Additionally, during the years ended December 31, 2025 and December 31, 2024,
the Company recorded finance lease costs of $1.3 million and $1.4 million, respectively, related to interest on the lease
liability.
The Company also leases certain vehicles, lab equipment, and office equipment under operating leases. The
Company’s operating leases have remaining lease terms ranging from 0.5 years to 13.4 years and certain leases include
renewal options to extend the lease for up to 15 years. Rent expense was $21.1 million, $24.9 million, and $29.0 million
for the years ended December 31, 2025, 2024 and 2023.
The components of lease expense were as follows:
Year Ended December 31,
2025
Year Ended December 31,
2024
Year Ended December 31,
2023
Operating Lease Cost
Fixed lease cost
$
14,693
$
19,264
$
21,952
Variable lease cost
5,197
4,661
5,846
Short-term lease cost
1,235
1,022
1,186
Total operating lease cost
$
21,125
$
24,947
$
28,984
Total operating lease cost is a component of operating expenses on the consolidated statements of operations.
Supplemental lease term and discount rate information related to leases was as follows:
December 31, 2025 December 31, 2024
Weighted-average remaining lease terms - operating leases (years)
11.41
11.62
Weighted-average discount rate - operating leases
7.60 %
7.64 %
Weighted-average remaining lease terms - finance lease (years)
2.00
8.01
Weighted-average discount rate - finance lease
n/a %
7.80 %
Supplemental cash flow information related to leases was as follows:
Year Ended December 31,
2025
2024
2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$ 16,558
$ 16,924
$ 15,338
Financing cash flows from finance lease
1,611
1,490
1,379
Operating cash flows from finance lease
1,389
1,510
1,621
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
$ 27,675
$ 6,462
$
—
Changes due to lease modification and termination:
Net increase in right-of-use assets
$ 1,098
$ 33,105
$
—
Net increase in operating lease liabilities
1,041
44,184
—
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
162
Net decrease in finance lease
10,832
—
—
Future minimum lease payments under non-cancelable leases as of December 31, 2025 were as follows:
Operating Leases Finance Lease
2026
$
18,493
$
3,000
2027
16,756
3,000
2028
11,350
—
2029
11,635
—
2030 and thereafter
98,635
—
Total lease payments
156,869
6,000
Less: Imputed Interest expense
50,802
—
Total
$
106,067
$
6,000
6. Accounts payable and accrued expenses
Accounts payable and accrued expenses at December 31, 2025 and 2024 consist of the following:
December 31,
2025
2024
Employee compensation, benefits, and related accruals
$
73,737
$
61,575
Income tax payable
4,677
4,701
Consulting and contracted research
25,007
19,909
Sales allowance
129,197
58,644
Sales rebates
76,704
101,613
Royalties
9,574
8,953
Accounts payable
45,487
17,274
Milestone payable
416
11,025
Other
16,473
20,598
Total
$ 381,272
$ 304,292
7. Debt
Liability for sale of future royalties
On July 17, 2020, the Company, RPI Intermediate Finance Trust (“RPI”), and, for the limited purposes set forth in
the agreement, Royalty Pharma PLC, entered into a royalty purchase agreement (the “Original Royalty Purchase
Agreement”). Pursuant to the Original Royalty Purchase Agreement, the Company sold to RPI 42.933% (the “Original
Assigned Royalty Rights”) of the Company’s right to receive sales-based royalty payments (the “Royalty”) on worldwide
net sales of Evrysdi and any other product developed pursuant to the License and Collaboration Agreement (the “License
Agreement”), dated as of November 23, 2011, by and among the Company, Roche and, for the limited purposes set forth
therein, the SMA Foundation under the SMA program. In consideration for the sale of the Original Assigned Royalty
Rights, RPI paid the Company $650.0 million in cash consideration. At the time, the Company retained a 57.067% interest
in the Royalty and all economic rights to receive the remaining potential regulatory and sales milestone payments under
the License Agreement, which remaining milestone payments equal $150.0 million in the aggregate as of December 31,
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
163
2025. The Original Royalty Purchase Agreement was set to terminate 60 days following the earlier of the date on which
Roche is no longer obligated to make any payments of the Royalty pursuant to the License Agreement and the date on
which RPI has received $1.3 billion in respect of the Original Assigned Royalty Rights.
Pursuant to the guidance in ASC 470-10-25-2, the Company determined that the $650.0 million cash consideration
obtained pursuant to the Original Royalty Purchase Agreement should be classified as debt and recorded it as “liability for
sale of future royalties-current” and “liability for sale of future royalties-noncurrent” on the Company’s consolidated
balance sheet based on the timing of the expected payments to be made to RPI at the time of the transaction. The liability
was subsequently amortized using the effective interest method over the life of the arrangement, in accordance with the
respective guidance, utilizing the prospective method to account for subsequent changes in the estimated future payments
to be made to RPI.
On October 18, 2023, the Company, Royalty Pharma Investments 2019 ICAV (“Royalty Pharma”), and, for the
limited purposes set forth in the agreement, Royalty Pharma plc, entered into an Amended and Restated Royalty Purchase
Agreement (the “A&R Royalty Purchase Agreement”), which amends and restates in its entirety the Original Royalty
Purchase Agreement. Pursuant to the A&R Royalty Purchase Agreement, the Company sold or agreed to sell to Royalty
Pharma certain portions of the Company’s remaining Royalty on worldwide net sales of Evrysdi and any other product
(the “Products”) developed pursuant to the SMA License Agreement (all such retained Royalty rights of the Company,
the “Retained Royalty Rights,” and all such Royalty rights that are sold to Royalty Pharma pursuant to the A&R Royalty
Purchase Agreement, the “A&R Assigned Royalty Rights”). At closing, Royalty Pharma paid the Company $1.0 billion
in cash consideration for 38.0447% of the Company’s Retained Royalty Rights (which is in addition to the 42.9330%
assigned to Royalty Pharma in connection with the Original Royalty Purchase Agreement, for a total of 80.9777% of the
total Royalty) until such time as Royalty Pharma has received payments in respect of the Original Assigned Royalty Rights
equal to $1.3 billion in the aggregate, and thereafter 66.6667% of the total Royalty. The A&R Royalty Purchase Agreement
allowed the Company to sell to Royalty Pharma the remainder of the Company’s Retained Royalty Rights in exchange for
an aggregate of $500.0 million in additional cash consideration after the closing of the A&R Royalty Purchase Agreement,
less royalties received in respect of the Retained Royalty Rights put to Royalty Pharma, which would have been payable
by Royalty Pharma pursuant to five put options held by the Company that were exercisable at the Company’s option
between January 1, 2024 and December 31, 2025. If the Company exercised two or fewer of the put options, Royalty
Pharma could have exercised a call option during the period from and after January 1, 2026 until and including March 31,
2026 for up to 50% of the remainder of the Company’s Retained Royalty Rights less amounts exercised by the Company
via its put options at a purchase price that is proportional to the purchase price of the Company’s unexercised put options.
Royalty Pharma’s exercise of the call option would have resulted in Royalty Pharma owning 90.4888% of the total Royalty
until such time as Royalty Pharma had received payments in respect of the Original Assigned Royalty Rights equal to
$1.3 billion in the aggregate, and thereafter 83.3333% of the total Royalty. The A&R Royalty Purchase Agreement was
set to terminate 60 days following the date on which Roche was no longer obligated to make any payments of the Royalty
pursuant to the SMA License Agreement.
The change in rights and obligations from the A&R Royalty Purchase Agreement resulted in a change in the terms of
the liability for sale of future royalties, which was evaluated by the Company in accordance with ASC 470-50, Debt —
Modifications and Extinguishments. The Company determined that the present value of the cash flows under the A&R
Royalty Purchase Agreement were substantially different from the present value of the cash flows under the Original
Royalty Purchase Agreement. This resulted in the derecognition of the old liability for sale of future royalties and the new
liability for sale of future royalties being recorded at fair value, which was determined to be $1,809.9 million as of the date
of the A&R Royalty Purchase Agreement. This resulted in an extinguishment loss of $44.9 million, which was recorded
within loss on extinguishment of debt, within the Company’s statement of operations in the year ended December 31,
2023.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
164
The fair value for the new liability for sale of future royalties on the date of the A&R Royalty Purchase Agreement
was based on the Company’s estimates of future royalties expected to be paid to Royalty Pharma over the life of the
arrangement, which was determined using forecasts from market data sources, which are considered Level 3 inputs. The
liability is being amortized using the effective interest method over the life of the arrangement, in accordance with ASC
470 and ASC 835. The initial annual effective interest rate was determined to be 10.8%. The Company utilized the
prospective method to account for subsequent changes in the estimated future payments to be made to Royalty Pharma
and updated the effective interest rate on a quarterly basis. Issuance costs related to the transaction were determined to be
immaterial.
In June 2024, the Company, Royalty Pharma and Royalty Pharma plc, entered into an amendment to the A&R Royalty
Purchase Agreement. Under the A&R Royalty Purchase Agreement, the Company exercised a put option in June 2024,
resulting in the Company receiving $241.8 million in cash consideration. In connection with the put option exercise, the
change in rights and obligations resulted in a change in the terms of the liability for sale of future royalties, which was
evaluated by the Company in accordance with ASC 470-50, Debt —Modifications and Extinguishments. The Company
determined that the present value of the cash flows after the put option exercise was not substantially different and was
therefore determined to be a modification. The $241.8 million in cash consideration obtained was added to the liability for
sale of future royalties and the annual effective interest rate under the A&R Royalty Purchase Agreement was determined
to be 9.9%. The liability was being amortized using the effective interest method over the life of the arrangement, in
accordance with the respective guidance, utilizing the prospective method to account for subsequent changes in the
estimated future payments to be made to Royalty Pharma and the Company updated the effective interest rate on a quarterly
basis.
As a result of the option, the Company had sold to Royalty Pharma a total of 90.49% of the Royalty, which would
have been reduced to 83.33% (the “Assigned Royalty Rights”) after Royalty Pharma receives $1.3 billion in aggregate
payments (the “Assigned Royalty Cap”) from the Royalty assigned at the closing of the Original Purchase Agreement.
The Company had retained 9.51% of the Royalty, which would have increased to 16.67% after the Assigned Royalty Cap
had been met. The Company had the option under the A&R Royalty Purchase Agreement to sell its retained portions of
the Royalty to Royalty Pharma in up to three tranches for the following payments: (1) $100.0 million in exchange for
3.81% of the Royalty, which increased to 6.67% after the Assigned Royalty Cap had been met, (2) $100.0 million in
exchange for 3.81% of the Royalty, which increased to 6.67% after the Assigned Royalty Cap had been met, and (3) $50.0
million in exchange for 1.90% of the Royalty, which increased to 3.33% after the Assigned Royalty Cap had been met, in
each case less Royalty payments received by the Company with respect to the Assigned Royalty Rights.
In December 2025, the Company, Royalty Pharma and, for the limited purposes set forth in Amendment No. 2 (as
defined below), Royalty Pharma plc, entered into an Amendment No. 2 to Amended and Restated Royalty Purchase
Agreement (the “Amendment No. 2”), which amends that certain A&R Royalty Purchase Agreement, as amended. Under
Amendment No. 2, the Company sold to Royalty Pharma a certain portion of the Company’s right to receive sales-based
royalty payments on worldwide net sales of Roche’s Evrysdi® (risdiplam) product and any other product developed
pursuant to the License and Collaboration Agreement, dated as of November 23, 2011, by and among the Company, F.
Hoffman-La Roche Ltd, Hoffman-La Roche Inc. (together with F. Hoffman-La Roche Ltd, “Roche”), and, for the limited
purposes set forth therein, the Spinal Muscular Atrophy Foundation (such payments, the “Royalty”). Pursuant to
Amendment No. 2, on December 29, 2025, the Company sold to Royalty Pharma its retained interest in the Royalty in
exchange for $240.0 million in upfront cash consideration, and three potential additional purchase price payments of $20.0
million each conditioned upon receipt by Royalty Pharma of more than $347.0 million of Assigned Royalty Payments (as
defined in the A&R Royalty Purchase Agreement) in respect of Calendar Year Net Sales (as defined in the A&R Royalty
Purchase Agreement) arising in 2027, $363.0 million of Assigned Royalty Payments in respect of Calendar Year Net Sales
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
165
arising in 2028, and $379.0 million of Assigned Royalty Payments in respect of Calendar Year Net Sales arising in 2029,
respectively. The retained interest sold by the Company to Royalty Pharma pursuant to the Amendment is equal to
9.5111% of the Royalty before the 2020 Assigned Royalty Cap (as defined in the A&R Royalty Purchase Agreement) has
been met, and 16.6666% of the Royalty from and after such time as the 2020 Assigned Royalty Cap has been met. As a
result of the sale, Royalty Pharma owns 100% of the Royalty and the Company owns 0% of the Royalty.
In connection with the receipt of the $240.0 million, the change in rights and obligations resulted in a change in the
terms of the liability for sale of future royalties, which was evaluated by the Company in accordance with ASC 470-50,
Debt —Modifications and Extinguishments. The Company determined that the present value of the cash flows after the
Amendment No. 2 was not substantially different and was therefore determined to be a modification. The $240.0 million
in cash consideration obtained was added to the liability for sale of future royalties and the annual effective interest rate
under the A&R Royalty Purchase Agreement was determined to be 11.0%. The liability is being amortized using the
effective interest method over the life of the arrangement, in accordance with the respective guidance, utilizing the
prospective method to account for subsequent changes in the estimated future payments to be made to Royalty Pharma
and the Company updates the effective interest rate on a quarterly basis.
The following table shows the activity within the “liability for sale of future royalties- current” and “liability for sale
of future royalties- noncurrent” accounts for the year ended December 31, 2025:
Year Ended December 31,
Liability for sale of future royalties- (current and noncurrent)
2025
Beginning balance as of December 31, 2024
$
2,081,776
Less: Non-cash royalty revenue payable to Royalty Pharma
(228,568)
Plus: Non-cash interest expense recognized
215,158
Plus: Cash received from Royalty Pharma
240,000
Ending balance
$
2,308,366
Effective interest rate as of December 31, 2025
11.0%
Non-cash interest expense is recorded in the statement of operations within “Interest expense, net”.
2026 Convertible Notes
In September 2019,
the
Company
issued,
at
par
value, $287.5
million aggregate
principal
amount
of 1.50% convertible senior notes due 2026, which included an option to purchase up to an additional $37.5 million in
aggregate principal amount of the 2026 Convertible Notes, which was exercised in full by the initial purchasers. The 2026
Convertible Notes bear cash interest at a rate of 1.50% per year, payable semi-annually on March 15 and September 15 of
each year, beginning on March 15, 2020. The 2026 Convertible Notes will mature on September 15, 2026, unless earlier
repurchased or converted. The net proceeds to the Company from the offering were $279.3 million after deducting the
initial purchasers’ discounts and commissions and the offering expenses payable by the Company.
The 2026 Convertible Notes are governed by an indenture (the “2026 Convertible Notes Indenture”) with U.S Bank
National Association as trustee (the “2026 Convertible Notes Trustee”).
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
166
Holders of the 2026 Convertible Notes may convert their 2026 Convertible Notes at their option at any time prior to
the close of business on the business day immediately preceding March 15, 2026 only under the following circumstances:
•
during any calendar quarter commencing on or after December 31, 2019 (and only during such calendar quarter),
if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not
consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately
preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading
day;
•
during the five business day period after any five consecutive trading day period (the “measurement period”) in
which the trading price (as defined in the 2026 Convertible Notes Indenture) per $1,000 principal amount of 2026
Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last
reported sale price of the Company’s common stock and the conversion rate on each such trading day;
•
during any period after the Company has issued notice of redemption until the close of business on the scheduled
trading day immediately preceding the relevant redemption date; or
•
upon the occurrence of specified corporate events.
On or after March 15, 2026, until the close of business on the business day immediately preceding the maturity date,
holders may convert their 2026 Convertible Notes at any time, regardless of the foregoing circumstances. Upon
conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or any
combination thereof at the Company’s election.
The conversion rate for the 2026 Convertible Notes was initially, and remains, 19.0404 shares of the Company’s
common stock per $1,000 principal amount of the 2026 Convertible Notes, which is equivalent to an initial conversion
price of approximately $52.52 per share of the Company’s common stock. The conversion rate may be subject to
adjustment in some events but will not be adjusted for any accrued and unpaid interest. As of December 31, 2025, the
2026 Convertibles Notes are convertible.
The Company was not permitted to redeem the 2026 Convertible Notes prior to September 20, 2023. The Company
may redeem for cash all or any portion of the 2026 Convertible Notes, at its option, if the last reported sale price of its
common stock has been at least 130% of the conversion price then in effect on the last trading day of, and for at least 19
other trading days (whether or not consecutive) during, any 30 consecutive trading day period ending on, and including,
the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption
price equal to 100% of the principal amount of the 2026 Convertible Notes to be redeemed, plus accrued and unpaid
interest to, but excluding, the redemption date. No sinking fund is provided for the 2026 Convertible Notes, which means
that the Company is not required to redeem or retire the 2026 Convertible Notes periodically. As of December 31, 2025,
the 2026 Convertible Notes are redeemable.
If the Company undergoes a “fundamental change” (as defined in the 2026 Convertible Notes Indenture), subject to
certain conditions, holders of the 2026 Convertible Notes may require the Company to repurchase for cash all or part of
their 2026 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2026 Convertible Notes to
be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
167
The 2026 Convertible Notes represent senior unsecured obligations and will rank senior in right of payment to the
Company’s future indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment
to the Company’s existing and future unsecured indebtedness that is not so subordinated, effectively junior in right of
payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness,
and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) incurred
by the Company’s subsidiaries. The 2026 Convertible Notes Indenture contains customary events of default with respect
to the 2026 Convertible Notes, including that upon certain events of default (including the Company’s failure to make any
payment of principal or interest on the 2026 Convertible Notes when due and payable) occurring and continuing, the 2026
Convertible Notes Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding
2026 Convertible Notes by notice to the Company and the Convertible Notes Trustee, may, and the 2026 Convertible
Notes Trustee at the request of such holders (subject to the provisions of the 2026 Convertible Notes Indenture) will,
declare 100% of the principal of and accrued and unpaid interest, if any, on all the 2026 Convertible Notes to be due and
payable. In case of certain events of bankruptcy, insolvency or reorganization, involving the Company or a significant
subsidiary, 100% of the principal of and accrued and unpaid interest on the 2026 Convertible Notes will automatically
become due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest, if any,
will be due and payable immediately.
The 2026 Convertible Notes consist of the following:
Year ended
December 31,
2025
2024
Principal
$ 287,500
$
287,500
Less: Debt issuance costs
(869)
(2,088)
Net carrying amount
$ 286,631
$
285,412
As of December 31, 2025, the remaining contractual life of the 2026 Convertible Notes is approximately 0.7 years.
The following table sets forth total interest expense recognized related to the 2026 Convertible Notes:
December 31,
2025
2024
Contractual interest expense
$
4,313
$
4,319
Amortization of debt issuance costs
1,219
1,198
Total
$
5,532
$
5,517
Effective interest rate
1.9 %
1.9 %
8. Capital structure
Common stock
In August 2019, the Company entered into an At the Market Offering Sales Agreement (the “Sales Agreement”) with
Cantor Fitzgerald and RBC Capital Markets, LLC (together, the “Sales Agents”), pursuant to which, the Company may
offer and sell shares of its common stock, having an aggregate offering price of up to $125.0 million from time to time
through the Sales Agents by any method that is deemed to be an “at the market offering” as defined in
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
168
Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. No shares were sold pursuant to the Sales
Agreement during the years ended December 31, 2025, 2024, and 2023. The remaining shares of the Company’s common
stock available to be issued and sold, under the Sales Agreement, have an aggregate offering price of up to $93.0 million
as of December 31, 2025.
In February 2023, the Company completed enrollment of its Phase 3 placebo-controlled clinical trial for sepiapterin
for PKU. In connection with this event and pursuant to the Censa Merger Agreement, the Company paid a $30.0 million
development milestone to the former Censa securityholders during the year ended December 31, 2023. The Company
elected to pay this milestone in the form of shares of its common stock, less certain cash payments in accordance with the
Censa Merger Agreement. Pursuant to such election, the Company issued 657,462 shares of its common stock and paid
$0.4 million to the former Censa securityholders.
As of December 31, 2025, the Company’s number of authorized shares of common stock was 250,000,000.
9. Net income (loss) per share
Basic and diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average
number of common shares outstanding.
The following table sets forth the computation of basic and diluted net income (loss) per share for common
stockholders:
Year ended December 31,
2025
2024
2023
Numerator:
Net income (loss), basic
$
682,644 $
(363,295) $
(626,604)
Add: Interest expense, net of tax, on the Company's 2026
Convertible Notes
4,370
—
—
Net income (loss), diluted
$
687,014
$
(363,295)
$
(626,604)
Denominator:
Weighted-average number of shares outstanding, basic
79,534,290 76,845,055 74,838,392
Effect of dilutive securities:
Common stock issuable under the Company's equity incentive
plans
3,303,089
—
—
Common stock issuable under the Company's 2026 Convertible
Notes
5,474,115
—
—
Weighted-average common shares outstanding, diluted
88,311,494
76,845,055
74,838,392
Net income (loss) per common share, basic
$
8.58
$
(4.73)* $
(8.37)*
Net income (loss) per common share, diluted
$
7.78
$
(4.73)* $
(8.37)*
*
For the years ended December 31, 2024, and 2023, the Company experienced a net loss and therefore did not report
any dilutive share impact.
The following table shows historical common shares outstanding, which are not included in the above historical
calculation, as the effect of their inclusion is anti-dilutive during each period. The anti-dilutive shares are calculated as the
unweighted outstanding shares as of the reporting period end date that are antidilutive using the treasury stock method.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
169
For the years ended December 31, 2024 and 2023 all stock options and unvested restricted stock units were anti-dilutive
because the Company experienced a net loss.
As of December 31,
2025
2024
2023
Stock options
1,922,316
8,482,489
9,600,399
Unvested restricted stock units
52,725
3,527,575
2,866,270
Unvested performance based restricted stock units
144,809
—
—
Total
2,119,850
12,010,064 12,466,669
10. Stock award plan
In May 2013, the Company’s Board of Directors and stockholders approved the 2013 Long Term Incentive Plan,
which became effective upon the closing of the Company’s IPO. The 2013 Long Term Incentive Plan provides for the
grant of incentive stock options, nonstatutory stock options, restricted stock awards and other stock-based awards. On June
8, 2022 (the “Restatement Effective Date”), the Company’s stockholders approved the Amended and Restated 2013 Long-
Term Incentive Plan (the “Amended 2013 LTIP”). The Amended 2013 LTIP provides for the grant of incentive stock
options, nonstatutory stock options, restricted stock units and other stock-based awards. The number of shares of common
stock reserved for issuance under the Amended 2013 LTIP is the sum of (A) the number of shares of the Company’s
common stock (up to 16,724,212 shares) that is equal to the sum of (1) the number of shares issued under the 2013 Long-
Term Incentive Plan prior to the Restatement Effective Date, (2) the number of shares that remain available for issuance
under the 2013 Long-Term Incentive Plan immediately prior to the Restatement Effective Date and (3) the number of
shares subject to awards granted under the 2013 Long-Term Incentive Plan prior to the Restatement Effective Date that
are outstanding as of the Restatement Effective Date, plus (B) from and after the Restatement Effective Date, an additional
8,475,000 shares of Common Stock. As of December 31, 2025, awards for 5,270,151 shares of common stock were
available for issuance under the Amended 2013 LTIP.
There are no additional shares of common stock available for issuance under the Company’s 1998 Employee, Director
and Consultant Stock Option Plan, 2009 Equity and Long Term Incentive Plan or 2013 Stock Incentive Plan.
In January 2020, the Company’s Board of Directors approved the 2020 Inducement Stock Incentive Plan. The 2020
Inducement Stock Incentive Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted
stock awards and other stock-based awards, initially up to an aggregate of 1,000,000 shares of common stock. Any grants
made under the 2020 Inducement Stock Incentive Plan must be made pursuant to the Nasdaq Listing Rule 5635(c)(4)
inducement grant exception as a material component of the Company’s new hires’ employment compensation. In
December 2020, the Company’s Board of Directors approved an additional 1,000,000 shares of common stock that may
be issued under the 2020 Inducement Stock Incentive Plan. In April 2022, the Company’s Board of Directors approved a
reduction in the total number of shares of common stock that may be issued under the 2020 Inducement Stock Incentive
Plan to 1,300,000 shares. In December 2022, the Company’s Board of Directors approved an additional 1,700,000 shares
of common stock that may be issued under the 2020 Inducement Stock Inventive Plan. As of December 31, 2025, awards
for 1,791,985 shares of common stock are available for issuance under the 2020 Inducement Stock Incentive Plan.
The Board of Directors has the authority to select the individuals to whom options are granted and determine the terms
of each option, including (i) the number of shares of common stock subject to the option; (ii) the date on which the option
becomes exercisable; (iii) the option exercise price, which, in the case of incentive stock options, must be at least 100%
(110% in the case of incentive stock options granted to a stockholder owning in excess of 10% of the Company’s stock)
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
170
of the fair market value of the common stock as of the date of grant; and (iv) the duration of the option (which, in the case
of incentive stock options, may not exceed ten years). Options typically vest over a four-year period.
Inducement stock option awards
Pursuant to the Nasdaq inducement grant exception, during the year ended December 31, 2025, the Company issued
options to purchase an aggregate of 59,025 shares of common stock to certain new hire employees at a weighted-average
exercise price of $57.97 per share under the 2020 Inducement Stock Incentive Plan. Additionally, during the year ended
December 31, 2025, the Company issued 121,625 restricted stock units under the 2020 Inducement Stock Incentive Plan.
An aggregate of 173,351 options and 20,168 restricted stock units previously granted as inducement awards were forfeited
during the year ended December 31, 2025 in connection with employee separations from the Company.
Stock option activity—A summary of stock option activity is as follows:
Weighted-
Weighted-
average
Aggregate
average
remaining
intrinsic
Number of
exercise
contractual
value(in
options
price
term
thousands)
Outstanding at December 31, 2022
11,502,417
$
43.33
Granted
1,117,284
$
40.19
Exercised
(822,482) $
29.25
Forfeited/Cancelled
(2,196,820) $
45.85
Outstanding at December 31, 2023
9,600,399
$
43.59
Granted
970,875
$
26.73
Exercised
(824,813) $
34.63
Forfeited/Cancelled
(1,263,972) $
45.20
Outstanding at December 31, 2024
8,482,489
$
42.29
Granted
849,770
$
47.37
Exercised
(2,368,180) $
39.37
Forfeited/Cancelled
(567,877) $
53.86
Outstanding at December 31, 2025
6,396,202
$
43.02
5.77 years $ 210,690
Expected to vest at December 31, 2025
1,389,008
$
39.78
8.39 years $
50,267
Exercisable at December 31, 2025
4,880,984
$
44.01
4.95 years $ 155,926
The fair values of grants made in the years ended December 31, 2025, 2024 and 2023 were contemporaneously
estimated on the date of grant using the following assumptions:
2025
2024
2023
Risk-free interest rate
3.66% - 4.44%
3.51% - 4.66%
3.54% - 4.69%
Expected volatility
54% - 56%
53% - 55%
53% - 56%
Expected term
5.5 years
5.5 years
5.5 years
The Company assumed no expected dividends for all grants. The weighted average grant date fair value of options
granted during the years ended December 31, 2025, 2024 and 2023 was $25.57, $14.04, and $21.27 per share, respectively.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
171
Restricted Stock Units—Restricted stock units are granted subject to certain restrictions, including in some cases
service conditions (restricted stock). The grant-date fair value of restricted stock units, which has been determined based
upon the market value of the Company’s shares on the grant date, is expensed over the vesting period.
The following table summarizes information on the Company’s restricted stock units:
Restricted Stock Units
Weighted
Average
Grant
Number of
Date
Shares
Fair Value
Unvested at December 31, 2024
3,527,575
$
33.39
Granted
1,629,880
47.47
Performance based PSUs with conditions satisfied
75,000
28.58
Market based PSUs with conditions satisfied
15,625
46.37
Vested
(1,254,163)
36.90
Forfeited
(326,787)
36.22
Unvested at December 31, 2025
3,667,130
$
38.20
Performance-based Restricted Stock Units—In December 2023, the Company granted 150,000 performance-based
restricted stock units (“PSUs”) to its Chief Executive Officer, Dr. Matthew Klein, which will vest only if challenging
performance goals relating to development and regulatory milestones are achieved over an approximately two year
performance period. In December 2024, the Company granted 25,000 performance-based restricted stock units to Dr.
Klein, which will vest only if challenging performance goals relating to development, regulatory, or commercial goals are
achieved over an approximately five year performance period and granted an additional 31,250 PSUs, which will vest only
if challenging performance goals relating to stock price goals are achieved over an approximately five year performance
period. In December 2025, the Company granted 100,000 PSUs to Dr. Klein, and the number of PSUs that vest shall be
determined based upon the Company’s total shareholder return (“TSR”) over the period beginning on November 14, 2025
and ending on December 31, 2028 relative to the TSR on the Measurement Date of the group of companies in the Nasdaq
Biotechnology Index (the “NBI”). Together, the PSUs with stock price goals and the PSUs related to the TSR are
considered the “PSUs with market conditions”.
During the period ended December 31, 2025, the performance conditions for 75,000 of these PSUs granted to Dr.
Klein in December 2023 were satisfied due to the Company’s achievement of a regulatory milestone and are included in
the restricted stock units table above. The expense related to these PSUs was $1.1 million for the period ending December
31, 2025. During the period ended December 31, 2025, 75,000 PSUs with performance conditions were forfeited due to
the regulatory performance conditions not being satisfied before the service period end date. The achievement of the
remaining performance goals for the PSU’s granted to Dr. Klein has not yet been deemed probable and therefore, no
expense has been recognized to date. During the period ending December 31, 2025, the market conditions for 15,625 of
these PSUs granted to Dr. Klein in December 2024 were satisfied due to the Company’s achievement of stock price value
and are included in the restricted stock units table above. The expense related to these PSUs was $0.4 million for the period
ending December 31, 2025. The expense related to the total PSUs with market conditions was $0.6 million for the period
ending December 31, 2025.
The following table summarizes information on the Company’s PSUs:
Performance-based Restricted Stock Units
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
172
Performance
Conditions
Market
Conditions
Total
Total PSUs granted for which the performance or market conditions were not yet satisfied at December 31, 2024
175,000
31,250
206,250
PSUs with performance or market conditions granted during the period
—
100,000
100,000
PSUs with performance or market conditions satisfied during the period
(75,000)
(15,625)
(90,625)
PSUs with performance or market conditions not satisfied and forfeited during the period
(75,000)
—
(75,000)
Total PSUs granted for which the performance or market conditions were not yet satisfied at December 31, 2025
25,000
115,625
140,625
Employee Stock Purchase Plan—In June 2016, the Company established an Employee Stock Purchase Plan (as
amended, “ESPP” or the “Plan”) for certain eligible employees. The Plan is administered by the Company’s Board of
Directors or a committee appointed by the Board. In June 2021, the Plan was amended to increase the total number of
shares available for purchase under the Plan from one million shares to two million shares of the Company’s common
stock. Employees may participate over a six-month period through payroll withholdings and may purchase, at the end of
the six-month period, the Company’s common stock at a purchase price of at least 85% of the closing price of a share of
the Company’s common stock on the first business day of the offering period or the closing price of a share of the
Company’s common stock on the last business day of the offering period, whichever is lower. No participant will be
granted a right to purchase the Company’s common stock under the Plan if such participant would own more than 5% of
the total combined voting power of the Company or any subsidiary of the Company after such purchase. For the period
ending December 31, 2025, the Company recorded $2.2 million in compensation expense related to the ESPP.
The Company recorded share-based compensation expense in the statement of operations related to incentive stock
options, nonstatutory stock options, restricted stock units and the ESPP as follows:
Year ended December 31,
2025
2024
2023
Research and development
$
35,669
$
36,629
$
52,941
Selling, general and administrative
38,878
37,986
48,695
Total
$
74,547
$
74,615
$
101,636
As of December 31, 2025, there was approximately $129.8 million of total unrecognized compensation cost related
to unvested share-based compensation arrangements granted under the Company’s Plans. This cost is expected to be
recognized as compensation expense over the weighted average remaining service period of approximately 2.6 years.
11. Other comprehensive income (loss) and accumulated other comprehensive items
Other comprehensive income (loss) includes changes in equity that are excluded from net income (loss), such as
unrealized gains and losses on marketable securities.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
173
The following table summarizes other comprehensive income (loss) and the changes in accumulated other
comprehensive items, by component, for the years ended December 31, 2025, 2024, and 2023, respectively.
Unrealized
Total
(Losses) Gains
Accumulated
On
Foreign
Other
Marketable
Currency
Comprehensive
Securities, net of tax
Translation
Items
Balance at December 31, 2022
$
(494)
$
5,290
$
4,796
Other comprehensive income (loss) before reclassifications
1,135
(6,901)
(5,766)
Amounts reclassified from other comprehensive items
(315)
—
(315)
Other comprehensive income (loss)
820
(6,901)
(6,081)
Balance at December 31, 2023
$
326
$
(1,611)
$
(1,285)
Other comprehensive loss before reclassifications
(3,492)
(24,544)
(28,036)
Amounts reclassified from other comprehensive items
3,435
—
3,435
Other comprehensive loss
(57)
(24,544)
(24,601)
Balance at December 31, 2024
$
269
$ (26,155)
$
(25,886)
Other comprehensive income before reclassifications
480
35,869
36,349
Amounts reclassified from other comprehensive items
38
—
38
Other comprehensive income
518
35,869
36,387
Balance at December 31, 2025
$
787
$
9,714
$
10,501
Reclassified amounts from other comprehensive items were determined using the actual realized gains and losses
from the sales of marketable securities.
12. Revenue recognition
Net product sales
The Company views its operations and manages its business in one operating segment: life science.
During the years ended December 31, 2025, 2024, and 2023, net product revenues consisted of the following:
Years ended December 31,
2025
2024
2023
United States International
Total
United States International
Total
United States International
Total
Translarna
$
—
235,299
235,299
$
—
321,071
321,071
$
—
332,753
332,753
Emflaza
146,361
—
146,361
207,215
—
207,215
255,087
—
255,087
Sephience
95,045
16,108
111,153
—
—
—
—
—
—
Upstaza/Kebilidi
10,779
45,847
56,626
—
16,913
16,913
—
18,841
18,841
All other products
—
37,264
37,264
—
36,946
36,946
—
31,496
31,496
Total net product revenue $
252,185 $
334,518 $ 586,703
$
207,215 $
374,930 $ 582,145
$
255,087 $
383,090 $ 638,177
Disaggregated net product revenues by country for the years ended December 31, 2025, 2024, and 2023 are as follows:
Years ended December 31,
2025
2024
2023
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
174
United States
$
252,185
$
207,215
$
255,087
Russia
100,445
105,377
85,974
Brazil
65,661
72,081
58,606
All other countries
168,412
197,472
238,510
Total net product revenue
$
586,703
$
582,145
$
638,177
Net product revenue for sales of Translarna in France are not depicted in the net product revenue tables above. Refer to
Note 2 for further details.
For the year ended December 31, 2025, four of the Company’s distributors each accounted for over 10% of the Company’s
net product sales. For the years ended December 31, 2024 and 2023, two of the Company’s distributors each accounted
for over 10% of the Company’s net product sales.
As of December 31, 2025 and 2024, the Company does not have a contract liabilities balance related to net product sales
and has not made significant changes to the judgments made in applying ASC Topic 606.
Collaboration and License revenue
In November 2011, the Company and the SMA Foundation entered into a licensing and collaboration agreement with
Roche. Under the terms of the SMA License Agreement, Roche acquired an exclusive worldwide license to the Company’s
SMA program.
Under the agreement, the Company is eligible to receive additional payments from Roche if specified events are
achieved with respect to each licensed product, including up to $135.0 million in research and development event
milestones, up to $325.0 million in sales milestones upon achievement of certain sales events, and up to double digit
royalties on worldwide annual net sales of a commercial product.
For the years ended December 31, 2025 and 2024 collaboration revenue related to the SMA License Agreement with
Roche was immaterial. For the year ended December 31, 2023, the Company recognized collaboration revenue related to
the SMA License Agreement with Roche of $100.0 million. The below summarizes the milestone achievements associated
with the Company’s SMA program during the years ended December 31, 2025, 2024 and 2023.
The SMA program currently has one approved product, Evrysdi, which was approved in August 2020 by the FDA for
the treatment of SMA in adults and children two months and older. For the year ended December 31, 2023, the Company
recognized a sales milestone of $100.0 million for the achievement of $1.5 billion in worldwide annual net sales from
Evrysdi. The remaining potential sales milestone as of December 31, 2025 is $150.0 million upon achievement of certain
sales events. As of December 31, 2025, the Company does not have any remaining research and development milestones
that can be received.
In addition to research and development and sales milestones, the Company is eligible to recognize royalties on
worldwide annual net sales of a commercial product under the SMA License Agreement. For the years ended
December 31, 2025, 2024 and 2023 the Company has recognized $244.2 million, $203.9 million, and $168.9 million of
royalty revenue related to Evrysdi, respectively.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
175
In November 2024, the Company entered into the Novartis Agreement with Novartis related to the Company’s
votoplam HD program. The transaction contemplated by the Novartis Agreement closed in January 2025. Under the
Novartis Agreement, and upon the closing of the transaction, the Company received an upfront nonrefundable payment of
$1.0 billion on the effective date and can receive up to $1.9 billion in development, regulatory and sales milestones, a 40%
share of U.S. profits and losses, and tiered double-digit royalties on ex-U.S. sales.
The Company evaluated the Novartis Agreement in order to determine the proper accounting treatment and concluded
that the arrangement was not subject to ASC 730 or ASC 808, as the upfront payment was nonrefundable with no obligation
for the Company to repay it and as the Company is not exposed to significant risks. The Company evaluated the
arrangement under ASC 606, as a contract with a customer was determined to exist.
Pursuant to the Novartis Agreement, the Company was required to transfer the applicable licenses and related
manufacturing and other know how to Novartis and to complete the Phase 2A clinical trial and continue the ongoing open
label extension (“OLE”) clinical trial of votoplam pursuant to its existing development plan, with the goal of transitioning
the ongoing OLE clinical trial to Novartis within 12 months after the effective date of the Novartis Agreement. As of
December 31, 2025, these performance obligations were completed. Novartis will be responsible for all other development
of licensed compounds and licensed products and the manufacture and commercialization of licensed compounds and
licensed products worldwide. Therefore, the Company determined that there were three material and distinct performance
obligations: the transfer of the licenses and know-how, completion of the Phase 2A clinical trial, and continuing the OLE
clinical trial until transitioned to Novartis. As of December 31, 2025, all performance obligations were completed.
The Company determined that the transaction included the fixed consideration of the $1.0 billion and variable
consideration in the form of milestones, profit share, and royalties. Management evaluated the variable consideration under
ASC 606 and determined that it would be fully constrained until the contingencies were resolved or any applicable sales
occurred. Management allocated the transaction price of $1.0 billion to the performance obligations based on the guidance
in ASC 606.
During the year ended December 31, 2025, the Company recognized $1.0 billion in license revenues related to
Novartis. For the years ended December 31, 2024 and 2023, the Company did not recognize license revenue related to
Novartis. As all performance obligations are complete, there is no remaining deferred revenue related to the Novartis
Agreement on the consolidated balance sheet as of December 31, 2025. Collaboration and license revenue during the year
ended December 31, 2025 was partially offset by $3.5 million related to a refund for a prior collaboration arrangement in
relation to votoplam.
Manufacturing Revenue
For the year ended December 31, 2025, the Company did not recognize manufacturing revenue. For the years ended
December 31, 2024 and 2023, the Company recognized $1.7 million and $7.7 million of manufacturing revenue,
respectively, related to the production of DNA and AAV vectors for gene therapy applications for external customers. The
Company has not made significant changes to the judgments made in applying ASC Topic 606 for the years ended 2025,
2024, and 2023.
As of December 31, 2025 and 2024, the Company did not have contract liabilities balances related to the production
of plasmid DNA and AAV vectors for gene therapy applications for external customers. For the year ended December 31,
2024, the Company recognized $0.8 million related to the amounts included in the contract liability balance at the
beginning of the period.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
176
As of December 31, 2025 and 2024, the Company has no contract assets related to plasmid DNA and AAV production
for external customers.
In June 2024, the Company sold its gene therapy manufacturing business in Hopewell Township, New Jersey.
Accordingly, the Company does not expect to have manufacturing revenue going forward. There are no remaining
performance obligations as of December 31, 2025 and 2024.
13. Income taxes
The income (loss) from operations before tax (expense) benefit consisted of the following for the years ended
December 31, 2025, 2024, and 2023:
2025
2024
2023
Domestic
$ 1,249,817
$ (598,807)
$ (784,744)
Foreign
(553,198)
235,688
88,634
Total
$ 696,619
$ (363,119)
$ (696,110)
The Income Tax Provision consisted of the following for the years ended December 31, 2025, 2024 and 2023:
2025
2024
2023
Current:
U.S. Federal
$
(2,728)
$ (26,798)
$
—
U.S. State and Local
(4,397)
(19,419)
27,226
Foreign
(5,870)
(8,896)
(4,003)
Deferred:
U.S. Federal
(6)
49,511
36,408
U.S. State and Local
—
6,397
10,521
Foreign
(974)
(971)
(646)
Total tax (expense) benefit
$
(13,975)
$
(176)
$ 69,506
The difference between income tax expense and effective tax rate and the amounts resulting from applying the federal
statutory rate of 21% to Income before income taxes in 2025 after the adoption of ASU 2023-09 is as follows:
December 31, 2025
Amount
Percent
Federal income tax provision at statutory rate
$
(146,290)
21.00 %
State and local income tax, net of federal benefit 1
(4,397)
0.63
Foreign Tax Effects
Ireland
Foreign rate differential
(12,858)
1.85
Nontaxable dividend income
57,466
(8.25)
Change in valuation allowance
(18,821)
2.70
IP & Royalty DTA Adjustment
(11,073)
1.59
Other Foreign
(17,688)
2.54
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
177
Effect of cross-border tax laws
(4,056)
0.58
Tax Credits
Research and development
42,627
(6.12)
Foreign tax credits
1,516
(0.22)
Changes in valuation allowance
139,978
(20.09)
Nontaxable or nondeductible items
Nontaxable dividend income
97,008
(13.93)
Share-based an executive compensation
(8,782)
1.26
Tax effect of intra-entity transactions
(131,439)
18.87
Other
(1,251)
0.18
Changes in unrecognized tax benefits
7,614
(1.09)
Other
(3,529)
0.51
Effective income tax rate
$
(13,975)
2.01 %
1 State taxes in Illinois made up the majority (greater than 50%) of the tax effect of this category
A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal
income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:
December 31,
2024
2023
Federal income tax provision at statutory rate
21.00 %
21.00 %
State income tax provision, net of federal benefit
(1.57)
0.32
Permanent differences
11.79
(1.43)
Research and development
5.07
4.59
Change in valuation allowances
(27.99)
(16.86)
Foreign tax rate differential
9.14
0.05
Tax rate change
(11.69)
(1.26)
Release (accrual) of uncertain tax positions
(5.90)
3.71
Other
0.13
(0.12)
Effective income tax rate
(0.02)%
10.00 %
Accounting for income taxes under U.S. GAAP requires that individual tax-paying entities of the company offset all
deferred tax liabilities and assets within each particular tax jurisdiction and present them as a noncurrent deferred tax
liability or asset. Amounts in different tax jurisdictions cannot be offset against each other. The Company did not have
any amounts related to deferred income taxes.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
178
The significant components of the Company’s deferred tax assets and liabilities at December 31, 2025 and 2024 are
as follows:
2025
2024
Deferred tax assets:
Accrued expense
$
6,737
$
8,744
Amortization
61,361
102,308
Federal tax credits
164,601
146,515
State tax credits
9,822
9,822
Federal net operating losses
—
—
State net operating losses
13,031
13,319
Foreign net operating losses
43,912
3,265
Capitalized research and development costs
56,396
157,234
Share based compensation and other
18,686
24,219
Liability for sale of future royalties
448,073
394,132
Noncash interest expense
7,048
10,413
Other comprehensive loss
(650)
(647)
Total gross deferred tax assets
829,017
869,324
Less valuation allowance
(816,534)
(857,584)
Total deferred tax assets, net of valuation allowance
$
12,483
$
11,740
Deferred tax liabilities:
Depreciation
$
(9,833)
$ (11,740)
Partnership investment
(2,650)
—
Total gross deferred tax liabilities
(12,483)
(11,740)
Net deferred tax assets (liabilities)
$
—
$
—
For the year ended December 31, 2025, the Company generated taxable income in the U.S. of $277.8 million. The
Company has recorded a current federal income tax provision expense of $14.2 million and a current state income tax
provision expense of $4.7 million which are driven by the income related to the Novartis Agreement.
At December 31, 2025 and 2024, the Company recorded a valuation allowance against its net deferred tax assets of
$816.5 million and $857.6 million, respectively. The change in the valuation allowance during the years ended December
31, 2025 and 2024 was $41.1 million and $23.8 million, respectively. A valuation allowance has been recorded since, in
the judgment of management, these assets are not more likely than not to be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences
and carryforwards become deductible or are utilized. As of December 31, 2025, the Company had $13.0 million, and $43.9
million of state and foreign net operating loss carryforwards, respectively. The Company utilized its remaining federal net
operating loss carryforwards in the 2024 tax year and no carryforwards to the current year to offset taxable income.
As of December 31, 2025, the combined Research and Development and Orphan Drug Credit carryforward for federal
purposes is $164.6 million.
The income tax (expense) benefit for the year ended December 31, 2025 differed from the amounts computed by
applying the U.S. federal income tax rate of 21% to income before tax expense as a result of nontaxable dividend income
related to the Translarna IP transfer, the deduction of unamortized domestic section 174 capitalized costs following the
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
179
enactment of the One Big Beautiful Bill Act, US tax effects of foreign items, including “global intangible low-taxed
income” (“GILTI”), tax credits generated, and a decrease in the Company’s valuation allowance.
The income tax (expense) benefit for the years ended December 31, 2024 and 2023 differed from the amounts
computed by applying the U.S. federal income tax rate of 21% to loss before tax expense as a result of the recognition of
royalty income for income tax purposes related to the A&R Royalty Purchase Agreement, foreign taxes, section 174
capitalized costs prior to the One Big Beautiful Bill Act, the impact of permanent differences, including “global intangible
low-taxed income” (“GILTI”), tax credits generated, true up of net operating loss carryforwards, and increase in the
Company’s valuation allowance.
Under the 2017 Tax Cuts and Jobs Act, the ability to currently deduct qualifying research and experimental costs
under section 174, as well as software development costs, are eliminated for tax years beginning after December 31, 2021.
Under the new rule, these costs must be capitalized and amortized over a five-year or fifteen-year period, depending on
whether the research is conducted in the U.S. or abroad, respectively. The rule became effective for the Company during
the 2022 tax year. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law. The OBBBA
includes changes to U.S. tax law that were applicable to the Company beginning in tax year 2025, with additional
provisions applying in subsequent years. Included in these changes are favorable adjustments to deductions for qualified
property and research and development expenditures which were previously capitalized under the Tax Cuts and Jobs Act,
as well as reforms to the international tax framework.
The Company applies the elements of FASB ASC 740-10 regarding accounting for uncertainty in income taxes. This
clarifies the accounting for uncertainty in income taxes recognized in financial statements and required impact of a tax
position to be recognized in the financial statements if that position is more likely than not of being sustained by the taxing
authority. As of December 31, 2025, the Company recorded unrecognized tax benefits in the amount of $15.1 million
including interest and penalties through 2025. The Company’s policy is to recognize interest and penalties related to tax
matters within the income tax provision. Tax years beginning in 2014 are generally subject to examination by taxing
authorities, although net operating losses from all years are subject to examinations and adjustments for at least three years
following the year in which the attributes are used. The Company is currently under a corporate business tax audit in New
Jersey for tax years 2020 through 2022. Although the outcome of tax audits is always uncertain, the company does not
expect any adjustment to result for these years as of December 31, 2025.
For all years through December 31, 2016, the Company generated research credits but has not conducted a study to
document the qualified activities. This study may result in an adjustment to the Company’s research and development
credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented
as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and
development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax
asset established for the research and development credit carryforwards and the valuation allowance.
As a result of U.S. tax reform legislation, distributions of profits from non-U.S. subsidiaries are not expected to cause
a significant incremental U.S. tax impact in the future. However, distributions may be subject to non-U.S. withholding
taxes if profits are distributed from certain jurisdictions. As of December 31, 2025, for purposes of ASC 740-10-25-3, the
Company had $654.3 million of undistributed earnings from non-U.S. subsidiaries that it intends to reinvest permanently
in its non-U.S. operations. As these ASC 740-10-25-3 earnings are considered permanently reinvested, no tax provision
has been accrued. It is not feasible to estimate the amount of tax that might be payable on the eventual remittance of such
earnings.
Unrecognized Tax Benefits
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
180
A reconciliation of the gross amount of unrecognized tax benefits, excluding accrued interest and penalties, is as
follows:
Unrecognized Tax Benefits
Balance at December 31, 2024
107,988
Decreases in uncertain tax benefits
(92,923)
Balance at December 31, 2025
$
15,065
Uncertain tax positions, for which management's assessment is that there is a more than 50% probability of sustaining
the position upon challenge by a taxing authority based upon its technical merits, are subject to certain recognition and
measurement criteria. The nature of the uncertain tax positions is often very complex and subject to change, and the
amounts at issue can be substantial. The Company develops its cumulative probability assessment of the measurement of
uncertain tax positions using internal experience, judgment, and assistance from professional advisors. The Company re-
evaluates these uncertain tax positions on a quarterly basis based on a number of factors including, but not limited to,
changes in facts or circumstances, changes in tax law, and effectively settled issues under audit and new audit activity.
Any change in these factors could result in the recognition of a tax benefit or an additional charge to the tax provision.
The Company records penalties and tax-related interest expense on unrecognized tax benefits as a component of the
provision for income taxes in the accompanying consolidated statement of operations. The Company has recorded interest
related to uncertain tax positions for the year ended December 31, 2025, in the accompanying consolidated balance sheet.
Future changes in the Company’s unrecognized tax benefits will affect the Company’s annual effective tax rate.
14. Commitments and contingencies
Under various agreements, the Company will be required to pay royalties and milestone payments upon the successful
development and commercialization of products.
Pursuant to the Agilis Merger Agreement with Agilis, Agilis equityholders were previously entitled to receive
contingent consideration payments from the Company based on (i) the achievement of certain development milestones up
to an aggregate maximum amount of $60.0 million, (ii) the achievement of certain regulatory approval milestones together
with a milestone payment following the receipt of a priority review voucher up to an aggregate maximum amount of
$535.0 million, (iii) the achievement of certain net sales milestones up to an aggregate maximum amount of $150.0 million,
and (iv) a percentage of annual net sales for FA and Angelman syndrome during specified terms, ranging from 2%-6%.
The Company was required to pay $40.0 million of the development milestone payments upon the passing of the second
anniversary of the closing of the Agilis Merger, regardless of whether the applicable milestones have been achieved.
As of December 31, 2025, all of the milestones have either been paid or settled, with the exception of the regulatory
milestones and net sales milestones related to FA and Angelman syndrome and the net sales milestones related to
Upstaza/Kebilidi. In May 2023, as part of the Company’s strategic portfolio prioritization, the Company decided to
discontinue its preclinical and early research programs in its gene therapy platform, which included FA and Angelman
syndrome. As a result, the Company does not expect the milestones related to FA and Angelman syndrome to be achieved.
In addition, the Company does not expect to pay the 2%–6% royalties on annual net sales related to FA and Angelman
syndrome. As of December 31, 2025, the remaining potential sales milestones related to Upstaza/Kebilidi are up to
$50.0 million, however the Company has determined that the probability of triggering these milestones is remote.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
181
On October 25, 2019, the Company completed the acquisition of substantially all of the assets of BioElectron
Technology Corporation (“BioElectron”), a Delaware corporation, including certain compounds that the Company has
begun to develop as part of its Bio-e platform, pursuant to an asset purchase agreement by and between the Company and
BioElectron, dated October 1, 2019 (the “BioElectron Asset Purchase Agreement”). BioElectron was a private company
with a pipeline focused on inflammatory and central nervous system (CNS) disorders. The lead program, vatiquinone, is
in late stage development for CNS disorders with substantial unmet need and significant commercial opportunity that are
complementary to PTC’s existing pipeline.
Subject to the terms and conditions of the BioElectron Asset Purchase Agreement, BioElectron may become entitled
to receive contingent milestone payments of up to $200.0 million (in cash or in shares of the Company’s common stock,
as determined by the Company) from the Company based on the achievement of certain regulatory and net sales
milestones. Subject to the terms and conditions of the BioElectron Asset Purchase Agreement, BioElectron may also
become entitled to receive contingent payments based on a percentage of net sales of certain products.
Subject to the terms and conditions of the Agreement and Plan of Merger, dated as of May 5, 2020 (the “Censa Merger
Agreement”) by and among the Company, Hydro Merger Sub, Inc., the Company’s wholly owned, indirect subsidiary,
and, solely in its capacity as the representative, agent and attorney-in-fact of the securityholders of Censa, Shareholder
Representative Services LLC (such merger pursuant thereto, the “Censa Merger”), former Censa securityholders may
become entitled to receive contingent payments from the Company based on (i) the achievement of certain development
and regulatory milestones up to an aggregate maximum amount of $217.5 million for sepiapterin’s two most advanced
programs and receipt of a priority review voucher from the FDA as set forth in the Censa Merger Agreement, (ii) $109.0
million in development and regulatory milestones for each additional indication of sepiapterin, (iii) the achievement of
certain net sales milestones up to an aggregate maximum amount of $160.0 million, (iv) a percentage of annual net sales
during specified terms, ranging from single to low double digits of the applicable net sales threshold amount, and (v) any
sublicense fees paid to the Company in consideration of any sublicense of Censa’s intellectual property to commercialize
sepiapterin, on a country-by-country basis, which contingent payment shall equal to a mid-double digit percentage of any
such sublicense fees.
In February 2023, the Company completed enrollment of its Phase 3 placebo-controlled clinical trial for sepiapterin
for PKU. In connection with this event and pursuant to the Censa Merger Agreement, the Company paid a $30.0 million
development milestone to the former Censa securityholders during the year ended December 31, 2023. The Company
elected to pay this milestone in the form of shares of its common stock, less certain cash payments in accordance with the
Censa Merger Agreement. Pursuant to such election, the Company issued 657,462 shares of its common stock and paid
$0.4 million to the former Censa securityholders.
In May 2024, the Company announced the validation and acceptance for review of an MMA for sepiapterin by the
EMA for the treatment of PKU. Pursuant to the Censa Merger Agreement, the acceptance triggered a $15.0 million
regulatory milestone payment to the former Censa securityholders. In July 2024, the Company announced the submission
of an NDA to the FDA for sepiapterin for the treatment of pediatric and adult patients with PKU, including the full
spectrum of ages and disease subtypes. Pursuant to the Censa Merger Agreement, the decision to submit the NDA triggered
a $25.0 million regulatory milestone payment to the former Censa securityholders. In September 2024, the Company
announced the FDA acceptance for filing of the NDA. Pursuant to the Censa Merger Agreement, the acceptance triggered
a $25.0 million regulatory milestone payment to the former Censa securityholders. Together, the $65.0 million of
regulatory milestones were paid and recorded within research and development expense on the Company’s consolidated
statements of operations for the year ended December 31, 2024.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
182
On August 5, 2025, the Company, certain former securityholders of Censa, and, for the limited purposes set forth in
the agreement, Shareholder Representative Services LLC, entered into a Rights Satisfaction Agreement (the “Rights
Satisfaction Agreement”) pursuant to which such former securityholders of Censa (the “Participating Rightsholders”)
agreed to the cancellation and forfeiture of their rights to receive certain contingent payments from the Company based on
worldwide annual net sales by the Company of products containing sepiapterin (“Net Sales of Product”) under the Censa
Merger Agreement in exchange for the consideration set forth in the Rights Satisfaction Agreement and further detailed
below.
Pursuant to the terms of the Rights Satisfaction Agreement, the Participating Rightsholders canceled and forfeited
their rights under the Censa Merger Agreement to receive a percentage of annual net sales during the applicable payment
term equal to (i) 8% of annual Net Sales of Product for that portion of annual Net Sales of Product less than or equal to
$250.0 million, (ii) 10% of annual Net Sales of Product for that portion of annual Net Sales of Product greater than
$250.0 million but less than $500.0 million and (iii) 12% of annual Net Sales of Product for that portion of annual Net
Sales of Product greater than $500.0 million (collectively, the “Net Sales Payments”).
In consideration of the foregoing, the Company agreed to pay to the Participating Rightsholders an aggregate amount
in cash up to $250.0 million (the “Upfront Consideration”) upon the consummation of the transactions contemplated by
the Rights Satisfaction Agreement and potential milestone payments (each an “Additional Milestone Payment”) of up to
$100.0 million each (or up to $500.0 million in the aggregate) based on the achievement of specified Net Sales Thresholds
(as defined in the Censa Merger Agreement). The amount of the Upfront Consideration and the Additional Milestone
Payments was subject to adjustment in the Rights Satisfaction Agreement based on the number of Participating
Rightsholders.
At the consummation of the transactions contemplated by the Rights Satisfaction Agreement, based on the
participation of former Censa securityholders holding approximately 90% of Censa’s equity securities prior to the
consummation of the transactions contemplated by the Censa Merger Agreement, the Company paid an aggregate amount
of Upfront Consideration in cash of $225.1 million, which was recorded as an intangible asset and is being amortized to
cost of product sales over its expected useful life on a straight-line basis. Additionally, the Company is obligated to make
Additional Milestone Payments in an amount equal to approximately $90.0 million upon achievement of each of the (i)
first occurrence of a three or fewer consecutive calendar year period in which aggregate Net Sales of Product are greater
than $3.0 billion, (ii) first occurrence of a five or fewer consecutive calendar year period in which aggregate Net Sales of
Product are greater than $5.0 billion, (iii) first occurrence of a seven or fewer consecutive calendar year period in which
aggregate Net Sales of Product are greater than $7.0 billion, (iv) first occurrence of a nine or fewer consecutive calendar
year period in which aggregate Net Sales of Product are greater than $9.0 billion and (v) first occurrence of an 11 or fewer
consecutive calendar year period in which aggregate Net Sales of Product are greater than $11.0 billion. If, after the
consummation of the transactions contemplated by the Rights Satisfaction Agreement, any additional former
securityholder of Censa executes and delivers a joinder to the Rights Satisfaction Agreement and becomes a party thereto,
the Company will pay such former securityholder an amount in cash equal to such former securityholder’s applicable pro
rata share of the Upfront Consideration (less any Net Sale Payments previously received) and any Additional Milestone
Payments that become payable to Participating Rightsholders under the Rights Satisfaction Agreement.
The Rights Satisfaction Agreement has no effect on the Censa Merger Agreement other than to provide for the
cancellation and forfeiture of the Participating Rightsholders’ rights to receive the Net Sales Payments described above.
As a result, all other rights and obligations under the Censa Merger Agreement remain in effect pursuant to their terms,
including, without limitation, the Company’s obligation to pay certain contingent payments upon the achievement of
certain development and Net Sales of Product milestones.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
183
In June 2025, sepiapterin was granted marketing authorization by the EC for the treatment of children and adults
living with PKU. Pursuant to the Censa Merger Agreement, the acceptance triggered a $25.0 million regulatory milestone
payment to the former Censa securityholders. In July 2025, sepiapterin was granted FDA approval for the treatment of
children and adults living with PKU. Pursuant to the Censa Merger Agreement, the approval triggered a $32.5 million
milestone payment to the former Censa securityholders. As of December 31, 2025, these milestones were paid and
recorded as intangible assets and are being amortized to cost of product sales over their expected useful lives on a straight-
line basis. As of December 31, 2025, $152.5 million of the $217.5 million in development and regulatory milestones have
been paid to the former Censa securityholders.
The Company also has the Tegsedi-Waylivra Agreement for the commercialization of Tegsedi and Waylivra, and
products containing those compounds in countries in Latin America and the Caribbean. Akcea is entitled to receive royalty
payments subject to certain terms set forth in the Tegsedi-Waylivra Agreement.
The Company has employment agreements with certain employees which require the funding of a specific level of
payments, if certain events, such as a change in control or termination without cause, occur. Additionally, the Company
has royalty payments associated with Translarna, Emflaza, Sephience, and Upstaza/ Kebilidi net product revenue, payable
quarterly or annually in accordance with the terms of the related agreements.
From time to time in the ordinary course of its business, the Company is subject to claims, legal proceedings and
disputes. The Company is not currently aware of any material legal proceedings against it.
15. Segment and geographic information
The Company views its operations and manages its business in one operating segment: life science. The table below
summarizes the significant expense categories for the life science segment regularly reviewed by the CODM for the years
ended December 31, 2025, 2024, and 2023:
Years Ended December 31,
2025
2024
2023
Total revenues
$ 1,730,655
$
806,780
$
937,822
Less:
Cost of product, collaboration and license sales
28,427
26,901
27,404
Program spend
201,706
211,230
258,705
Employee costs
283,583
251,184
334,305
Manufacturing costs
67,323
64,120
86,641
Administrative costs
73,805
72,420
70,531
Occupancy costs
29,561
34,913
42,085
Milestones
—
65,000
30,000
Other segment items (a)
363,606
444,307
714,755
Segment net income (loss)
$
682,644
$
(363,295)
$
(626,604)
Reconciliation of profit or loss
Adjustments and reconciling items
—
—
—
Consolidated net income (loss)
$
682,644
$
(363,295)
$
(626,604)
(a) Other segment items includes the following:
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
184
Years Ended December 31,
2025
2024
2023
Interest income
$
(74,078)
$
(47,314)
$
(13,325)
Interest expense
226,308
214,307
142,505
Income tax expense (benefit)
13,975
176
(69,506)
Depreciation
14,196
14,924
13,947
Amortization
24,742
60,738
222,635
All other (b)
158,463
201,476
418,499
Total other segment items
$
363,606
$
444,307
$
714,755
(b) All other includes cost of goods sold, royalty, travel and entertainment, distribution costs, bad debt expense,
finance costs, contract labor costs, stock compensation expense, change in the fair value of contingent
consideration, and other expense.
The following table presents financial information based on the geographic location of the facilities of the Company
as of and for the years ended:
Year Ended December 31, 2025
United States
Non-US
Total
Total assets
$ 2,525,035
$
373,732
$
2,898,767
Fixed assets, net
$
54,109
$
1,262
$
55,371
Revenue
$ 1,494,767
$
235,888
$
1,730,655
Year Ended December 31, 2024
United States
Non-US
Total
Total assets
$ 1,343,234
$
361,790
$
1,705,024
Fixed assets, net
$
59,748
$
1,222
$
60,970
Revenue
$
413,044
$
393,736
$
806,780
16. 401(k) plan
The Company maintains a 401(k) plan for its employees. Employee contributions are voluntary. The Company may
match employee contributions in amounts to be determined at the Company’s sole discretion. The Company provided a
100% matching contribution for up to the first 6% of each contributing employee’s base salary contributions for the years
ended December 31, 2025, 2024 and 2023, respectively. The Company made matching contributions to the 401(k) plan
and recorded expense of approximately $8.0 million, $7.3 million, and $10.9 million for the years ended December 31,
2025, 2024 and 2023, respectively.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
185
17. Intangible assets and goodwill
Definite-lived intangibles
Definite lived intangible assets consisted of the following at December 31, 2025 and 2024:
Ending Balance at
Foreign
Ending Balance at
Definite-lived
December 31,
currency
December 31,
intangible assets, gross
2024
Additions
translation
2025
Waylivra
12,397
4,432
1,769
18,598
Tegsedi
18,249
4,132
2,444
24,825
Kebilidi
10,731
—
—
10,731
Upstaza
106,937
—
—
106,937
Sephience
—
283,500
—
283,500
Total definite-lived intangibles, gross
$
148,314
$
292,064
$
4,213 $
444,591
Ending Balance at
Foreign
Ending Balance at
Definite-lived
December 31,
currency
December 31,
intangible assets, accumulated amortization
2024
Amortization
translation
2025
Waylivra
(5,273)
(2,666)
(750)
(8,689)
Tegsedi
(5,609)
(3,860)
(826)
(10,295)
Kebilidi
(112)
(894)
—
(1,006)
Upstaza
(18,526)
(8,911)
—
(27,437)
Sephience
—
(8,411)
—
(8,411)
Total definite-lived intangibles, accumulated amortization
$
(29,520) $
(24,742) $
(1,576) $
(55,838)
Total definite-lived intangibles, net
$
388,753
Akcea is also entitled to receive royalty payments subject to certain terms set forth in the Tegsedi-Waylivra Agreement
related to sales of Waylivra and Tegsedi. In accordance with the guidance for an asset acquisition, the Company records
royalty payments when they become payable to Akcea and increase the cost basis for the Waylivra and Tegsedi intangible
assets, respectively. For the year ended December 31, 2025, royalties of $4.1 million and $4.4 million for Tegsedi and
Waylivra, respectively, were recorded on the consolidated balance sheet within intangible assets, net. As of
December 31, 2025, a royalty payable of $0.4 million and $0.1 million for Tegsedi and Waylivra, respectively, was
recorded on the consolidated balance sheet within accounts payable and accrued expenses.
Pursuant to the Rights Satisfaction Agreement, in August 2025, upfront cash consideration of $225.1 million was paid
to the former Censa securityholders. The upfront cash consideration was recorded as an intangible asset and is being
amortized to cost of product sales over its expected useful life on a straight-line basis. Pursuant to the Censa Merger
Agreement, in June 2025, a $25.0 million milestone payment from the Company to the former Censa securityholders was
triggered when the EC granted marketing authorization to Sephience for the treatment of children and adults living with
PKU. Pursuant to the Censa Merger Agreement, in July 2025, a $32.5 million milestone payment from the Company to
the former Censa securityholders was triggered when the FDA approved Sephience for the treatment of children and adults
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
186
living with PKU. These milestones were recorded as intangible assets and are being amortized to cost of product sales
over their expected useful lives on a straight-line basis.
The former Censa securityholders may also be entitled to receive other contingent payments subject to certain terms
set forth in the Censa Merger Agreement related to sales of Sephience. In accordance with the guidance for an asset
acquisition, the Company will record such payments when they become payable to the former Censa securityholders and
increase the cost basis for the Sephience intangible asset. For the year ended December 31, 2025, royalties of $0.9 million
for Sephience was recorded on the consolidated balance sheet within intangible assets, net. As of December 31, 2025, a
royalty payable of $0.9 million for Sephience was recorded on the consolidated balance sheet within accounts payable and
accrued expenses.
For the years ended December 31, 2025, 2024 and 2023, the Company recognized amortization expense of $24.7
million, $60.7 million, and $222.6 million respectively, related to its intangible assets.
The estimated future amortization of the Company’s intangible assets is expected to be as follows:
As of December 31, 2025
2026
$
45,444
2027
45,444
2028
45,444
2029
40,555
2030 and thereafter
211,866
Total
$
388,753
Effective December 31, 2025, the Company changed its estimate for Upstaza and Kebilidi useful lives, primarily due
to the decrease in lease term for MassBio, its commercial manufacturer for these products. The resulting change in future
amortization is reflected in the table above. The weighted average remaining amortization period of the definite-lived
intangibles as of December 31, 2025 is 11.0 years.
Indefinite-lived intangibles
In May 2023, as part of the Company’s strategic portfolio prioritization, the Company decided to discontinue its
preclinical and early research programs in its gene therapy platform, which included programs for Friedreich ataxia and
Angelman syndrome. As a result, the Company determined that its Friedreich ataxia and Angelman syndrome indefinite
lived intangible assets were fully impaired and recorded impairment expense of $217.8 million which is recorded as
intangible asset impairment in the statement of operations for the year ended December 31, 2023.
The Company also recorded intangible asset impairment for its PTC-AADC indefinite lived intangible asset of
$159.5 million for the year ended December 31, 2024. The impairment was related to a decrease in projected cash flows
due to refinements in current market assumptions and the timing of patient treatments. To calculate the impairment
amount, the Company utilized a discounted cash flow model under the income method, which primarily utilized Level 3
fair value inputs. The discount rate utilized in the discounted cash flow model was 15%, and the probability of success
was 100% as the Company received regulatory approval in Brazil and the United States. There are no remaining indefinite
lived intangible assets on the consolidated balance sheets as of December 31, 2024 and 2025.
PTC Therapeutics, Inc.
Notes to consolidated financial statements (Continued)
December 31, 2025
(In thousands except share and per share amount)
187
Goodwill
As a result of the Agilis Merger on August 23, 2018, the Company recorded $82.3 million of goodwill. There have
been no changes to the balance of goodwill since the date of the Agilis Merger. Accordingly, the goodwill balance as of
December 31, 2025 and 2024 was $82.3 million. The Company performed an annual impairment test for goodwill as of
October 1, 2025. The Company’s single reporting unit had a negative carrying value and thus the Company determined
there was no impairment of goodwill.
18. Subsequent events
The Company has evaluated all subsequent events and transactions through the filing date. There were no material
events that impacted the audited consolidated financial statements or disclosures.
188
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial
Officer (principal financial officer), evaluated the effectiveness of our disclosure controls and procedures as of
December 31, 2025. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company
that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the company’s management, including its principal executive and principal
financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any
controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible
controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our
Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures
were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our
company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal
financial officers and effected by the company’s board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP and includes those policies and procedures that: (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of our company are being
made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets
that could have a material effect on the financial statements.
Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted
accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial
Officer (principal financial officer), assessed the effectiveness of our internal control over financial reporting as of
December 31, 2025. In making this assessment, our management used the criteria set forth in the Internal Control—
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on its assessment, management concluded that our internal control over financial reporting was effective as of
December 31, 2025 based on those criteria.
189
The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by Ernst &
Young LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting occurred during the quarter ended December 31, 2025 that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
190
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of PTC Therapeutics, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited PTC Therapeutics, Inc.’s internal control over financial reporting as of December 31, 2025, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, PTC Therapeutics, Inc. (the Company)
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on
the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related
consolidated statements of operations, comprehensive income (loss), stockholders' deficit and cash flows for each of the
three years in the period ended December 31, 2025, and the related notes and our report dated February 19, 2026 expressed
an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained
in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
191
Iselin, New Jersey
February 19, 2026
Item 9B. Other Information.
Director and Officer Trading Arrangements
A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act
of 1934, as amended, or the Exchange Act) is in the form of equity awards and, from time to time, directors and officers
engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other
Company securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for
diversification or other personal reasons.
Transactions in Company securities by directors and officers are required to be made in accordance with our insider trading
policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit
trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an
affirmative defense that enables directors and officers to prearrange transactions in Company securities in a manner that
avoids concerns about initiating transactions while in possession of material nonpublic information.
The following table describes, for the fourth quarter of 2025, each trading arrangement for the sale or purchase of Company
securities adopted or terminated by our directors and officers that is either (1) a contract, instruction or written plan for the
purchase or sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or
a “Rule 10b5-1 trading arrangement”, or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of
Regulation S-K):
192
*This Rule 10b5-1 trading arrangement includes up to 353,311 shares of Company common stock available to be sold
under Mr. Almstead’s previously executed trading arrangement, or the Prior Plan, which expires on March 31, 2026. Such
shares are only available to be sold under this trading arrangement to the extent they remain unsold under the Prior Plan
upon its expiration or termination.
(1) As previously disclosed, this trading arrangement related to 57,654 shares of Company common stock and had a
scheduled expiration date of September 15, 2026, or such earlier date upon which all transactions were completed.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
Name
(Title)
Action Taken
(Date of Action)
Type
of Trading
Arrangement
Nature of Trading
Arrangement
Duration of Trading
Arrangement
Aggregate Number
of Securities
Neil Almstead
(Chief
Technical
Operations
Officer)
Adoption
(November 11,
2025)
Rule 10b5-
1 trading
arrangement
Sale
Until March 31,
2027, or until such
earlier date upon
which all transactions
are completed
Up to 405,314
shares*
Mary Smith
(Director)
Adoption
(November 12,
2025)
Rule 10b5-
1 trading
arrangement
Sale
Until December 31,
2026, or until such
earlier date upon
which all transactions
are completed
Up to 27,834
shares
Christine Utter
(Chief
Accounting
Officer and
Head of People
Services)
Termination
(November 25,
2025)
Rule 10b5-
1 trading
arrangement
Sale
(1)
(1)
Neil Almstead
(Chief
Technical
Operations
Officer)
(By Spouse)
Adoption
(November 26,
2025)
Rule 10b5-
1 trading
arrangement
Sale
Until March 31,
2027, or until such
earlier date upon
which all transactions
are completed
Up to 3,989 shares
Lee Golden
(Chief Medical
Officer)
Adoption
(December 4,
2025)
Rule 10b5-
1 trading
arrangement
Sale
Until December 3,
2026, or until such
earlier date upon
which all transactions
are completed
Up to 30,000
shares
193
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item as set forth under the captions “Proposal 1—Election of Directors”, “Executive
Officers”, “Delinquent Section 16(a) Reports”, “Corporate Governance—Code of Business Conduct and Ethics”,
“Corporate Governance—Director Nominations”, “Corporate Governance—Board Committees - Audit Committee”,
Executive Compensation—Insider Trading, Prohibition Against Pledging, and Anti-Hedging Policies” and “Stockholder
Proposals and Nominations for Director” in our Proxy Statement for the 2026 Annual Meeting of Shareholders is
incorporated in this Annual Report on Form 10-K by reference.
Code of Ethics
We have adopted a written Code of Business Conduct and Ethics, which is a code of ethics that applies to our directors,
officers and employees, including our principal executive officer, principal financial officer, principal accounting officer
or controller, or persons performing similar functions. We have posted a current copy of the Code of Business Conduct
and Ethics on the Corporate Governance page of the Investors section of our website, www.ptcbio.com, and it is available
in print to any person who requests it. We intend to post on our website all disclosures that are required by applicable law,
the rules of the Securities and Exchange Commission or the Nasdaq Global Select Market concerning any amendment to,
or waiver from, any provision of the Code of Business Conduct and Ethics.
Item 11. Executive Compensation
The information required by this item (other than the information required by Item 402(v) of Regulation S-K) as set forth
in under the captions “Executive Compensation”, “2025 Director Compensation”, “Corporate Governance—Risk
Oversight” and “Corporate Governance—Compensation Committee Interlocks and Insider Participation” in our Proxy
Statement for the 2026 Annual Meeting of Shareholders is incorporated in this Annual Report on Form 10-K by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item as set forth under the captions “Equity Compensation Plan Information” and
“Principal Stockholders” in our Proxy Statement for the 2026 Annual Meeting of Shareholders is incorporated in this
Annual Report on Form 10-K by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item as set forth under the captions “Corporate Governance—Policies and Procedures
for Related Person Transactions”, “Corporate Governance—Related Person Transactions”, and “Corporate Governance—
Director Independence” in our Proxy Statement for the 2026 Annual Meeting of Shareholders is incorporated in this
Annual Report on Form 10-K by reference.
Item 14. Principal Accountant Fees and Services
The information required by this item as set forth under the caption “Proposal 2—Ratification of Election of Independent
Registered Public Accounting Firm” in our Proxy Statement for the 2026 Annual Meeting of Shareholders is incorporated
in this Annual Report on Form 10-K by reference.
194
PART IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements
The following statements and supplementary data are included in Part II, Item 8. of the Annual Report on Form 10-K.
•
Reports of Independent Registered Public Accounting Firm
•
Consolidated Balance Sheets as of December 31, 2025 and 2024
•
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023
•
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025, 2024 and 2023
•
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025, 2024 and 2023
•
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
•
Notes to Consolidated Financial Statements
Exhibits
Those exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index immediately
preceding the exhibits hereto and such listing is incorporated herein by reference.
Exhibit Index
Exhibit
Number
Description of Exhibit
2.1 Asset Purchase Agreement, dated March 15, 2017, between PTC Therapeutics, Inc. and Complete Pharma
Holdings, LLC (f/k/a Marathon Pharmaceuticals, LLC) (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by the Registrant on March 16, 2017)
2.2 Amendment to Asset Purchase Agreement, dated April 20, 2017, between PTC Therapeutics, Inc. and
Complete Pharma Holdings, LLC (f/k/a Marathon Pharmaceuticals, LLC) (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on April 20, 2017)
2.3 † Agreement and Plan of Merger, dated July 19, 2018, by and among PTC Therapeutics, Inc., Agility Merger
Sub, Inc., Agilis Biotherapeutics, Inc. and, solely in its capacity as equityholder representative, Shareholder
Representative Services LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K
filed by the Registrant on July 19, 2018)
2.4 * Asset Purchase Agreement by and between PTC Therapeutics, Inc. and BioElectron Technology
Corporation, dated October 1, 2019 (incorporated by reference to Exhibit 2.1 to the Current Report on Form
8-K filed by the Registrant on October 30, 2019)
2.5 * Agreement and Plan of Merger, dated May 5, 2020, by and among PTC Therapeutics, Inc., Hydro Merger
Sub, Inc., Censa Pharmaceuticals Inc. and, solely in its capacity as securityholder representative,
Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 to the Current Report
on Form 8-K filed by the Registrant on May 6, 2020)
195
Exhibit
Number
Description of Exhibit
3.1 Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit
3.1 to the Quarterly Report on Form 10-Q filed by the Registrant on July 29, 2021)
3.2 Amended and Restated Bylaws of the Registrant, effective December 5, 2022 (incorporated by reference to
Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2022)
4.1 Description of Registered Securities (incorporated by reference to Exhibit 4.1 to the Annual Report on Form
10-K filed by the Registrant on February 22, 2022)
4.2 Specimen Stock Certificate evidencing the shares of common stock (incorporated by reference to Exhibit
4.1 to the Registration Statement on Form S-1, as amended (File No. 333-188657), of the Registrant)
4.3 Indenture (including Form of Notes), dated as of September 20, 2019, by and between PTC Therapeutics,
Inc. and U.S. Bank National Association, a national banking association, as trustee (incorporated by
reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrant on September 20, 2019)
10.1 + PTC Therapeutics, Inc. Amended and Restated 2013 Long-Term Incentive Plan (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on June 9, 2022)
10.2 + Form of Nonqualified Stock Option Agreement Inducement Grant Agreement—2014-2022 (incorporated
by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed by the Registrant on March 2, 2015)
10.3 + Form of Incentive Stock Option Agreement under 2013 Long Term Incentive Plan—2014-2022
(incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K filed by the Registrant on
March 2, 2015)
10.4 + Form of Nonstatutory Stock Option Agreement under 2013 Long Term Incentive Plan—2014-2022
(incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed by the Registrant on
March 2, 2015)
10.5 + Form of Nonstatutory Stock Option Agreement under 2013 Long Term Incentive Plan—Non-employee
Director (incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K filed by the
Registrant on February 29, 2016)
10.6 + Form of Restricted Stock Unit Agreement under 2013 Long Term Incentive Plan —2016-2022
(incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K filed by the Registrant on
February 29, 2016)
10.7 + Form of Restricted Stock Agreement under 2013 Long Term Incentive Plan —2017-2022 (incorporated by
reference to Exhibit 10.19 to the Annual Report on Form 10-K filed by the Registrant on March 16, 2017)
10.8 + Form of Nonqualified Restricted Stock Award Agreement Inducement Grant Agreement-2018
(incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8 (File No. 333-229126),
of the Registrant)
10.9 + Form of Incentive Stock Option Agreement under Amended and Restated 2013 Long Term Incentive Plan
(incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K filed by the Registrant on
February 21, 2023)
10.10 + Form of Nonstatutory Stock Option Agreement under Amended and Restated 2013 Long Term Incentive
Plan (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K filed by the Registrant
on February 21, 2023)
196
Exhibit
Number
Description of Exhibit
10.11 + Form of Nonstatutory Stock Option Agreement under Amended and Restated 2013 Long Term Incentive
Plan—Non-employee Director (incorporated by reference to Exhibit 10.20 to the Annual Report on Form
10-K filed by the Registrant on February 21, 2023)
10.12 + Form of Restricted Stock Unit Agreement under Amended and Restated 2013 Long Term Incentive Plan
(incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K filed by the Registrant on
February 21, 2023)
10.13 + Amended and Restated Employment Agreement between the Registrant and Mark E. Boulding
(incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-1, as amended (File
No. 333-188657), of the Registrant)
10.14 + Amended and Restated Employment Agreement between the Registrant and Neil Almstead (incorporated
by reference to Exhibit 10.24 to the Registration Statement on Form S-1, as amended (File No. 333-188657),
of the Registrant)
10.15 † Amended and Restated Exclusive License and Supply Agreement, dated June 2, 2023, by and between PTC
Therapeutics, Inc. and Faes Farma, S.A. (incorporated by reference to Exhibit 10.1 to the Quarterly Report
on Form 10-Q filed by the Registrant on August 8, 2024)
10.16 † Commercial Manufacturing Agreement, dated as of September 18, 2015, as amended, by and between
Alcami Corporation (f/k/a/ AAI Pharma Services Corp.) and Complete Pharma Holdings, LLC (f/k/a
Marathon Pharmaceuticals, LLC), as assigned by Complete Pharma Holdings, LLC to the Registrant on
April 20, 2017 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by
the Registrant on May 3, 2022)
10.17 + Employment Agreement, as amended, between the Registrant and Christine Utter (incorporated by
reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by the Registrant on August 6, 2019)
10.18 † License and Technology Transfer Agreement, dated December 23, 2015, by and among National Taiwan
University, Professor Wuh-Lian(Paul) Hwu and Agilis Biotherapeutics, Inc. (formerly Agilis
Biotherapeutics, LLC) (incorporated by reference to Exhibit 10.3 on Form 10-Q filed by the Registrant on
November 5, 2018)
10.19 * License and Technology Transfer Agreement Amendment No. 2, dated December 1, 2019, by and among
National Taiwan University, Professor Wu-Lian (Paul) Hwu and PTC Therapeutics GT, Inc. (incorporated
by reference to Exhibit 10.42 on Form 10-K filed by the Registrant on March 2, 2020)
10.20 † Collaboration and License Agreement, dated August 1, 2018, by and between PTC Therapeutics
International Limited and Akcea Therapeutics, Inc. (incorporated by reference to Exhibit 10.3 on Form
10-Q filed by the Registrant on November 5, 2018)
10.21 Amended and Restated 2016 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K filed by the Registrant on June 9, 2021)
10.22 + 2020 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 99.3 to the Registration
Statement on Form S-8 (File No. 333-235823), of the Registrant)
10.23 + Form of Inducement Option Agreement under the 2020 Inducement Stock Incentive Plan (incorporated by
reference to Exhibit 99.4 to the Registration Statement on Form S-8 (File No. 333-235823), of the
Registrant)
197
Exhibit
Number
Description of Exhibit
10.24 + Form of Inducement Restricted Stock Agreement under the 2020 Inducement Stock Incentive Plan
(incorporated by reference to Exhibit 99.5 to the Registration Statement on Form S-8 (File No. 333-235823),
of the Registrant)
10.25 + Amendment No. 1 to 2020 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 99.3 to
the Registration Statement on Form S-8 (File No. 333-251878) of the Registrant)
10.26 + Amendment No. 2 to 2020 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-251878) of the
Registrant)
10.27 + Amendment No. 3 to 2020 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 99.4 to
the Registration Statement on Form S-8 (File No. 333-268851), of the Registrant)
10.28 * License Agreement dated as of February 8, 2016, as amended, by and between Shiratori Pharmaceutical
Co. Ltd. and Censa Pharmaceuticals Inc. (incorporated by reference to Exhibit 10.1 to the Quarterly Report
on Form 10-Q filed by the Registrant on August 5, 2020)
10.29 + Amended and Restated Employment Agreement between the Registrant and Matthew Klein (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on April 18, 2023)
10.30 + Employment Agreement, as amended, between the Registrant and Eric Pauwels (incorporated by reference
to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by the Registrant on August 5, 2020)
10.31 * Rights Exchange Agreement, by and among PTC Therapeutics, Inc., the Rightholders set forth therein, and,
for the limited purposes set forth therein, Shareholder Representatives Services LLC, dated as of April 29,
2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant
on April 30, 2020)
10.32 At the Market Offering Sales Agreement, dated August 7, 2019, among PTC Therapeutics, Inc., Cantor
Fitzgerald & Co. and RBC Capital Markets, LLC (incorporated by reference to Exhibit 1.1 to the Current
Report on Form 8-K filed by the Registrant on August 7, 2019)
10.33 * Lease Agreement dated May 24, 2022, between Warren CC Acquisitions, LLC and PTC Therapeutics, Inc.
(incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Registrant on
August 4, 2022)
10.34 * First Amendment to Lease Agreement, dated December 31, 2024, between Warren CC Acquisitions, LLC
and PTC Therapeutics, Inc. (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-
K filed by the Registrant on February 27, 2025)
10.35 Irrevocable Transferable Standby Letter of Credit, dated June 22, 2022, issued by HSBC Bank USA, N.A.
in favor of Warren CC Acquisitions LLC c/o Vision Real Estate Partners for the Account of PTC
Therapeutics, Inc. (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by
the Registrant on August 4, 2022)
10.36 Amendment, dated February 14, 2025, to Irrevocable Transferable Standby Letter of Credit, dated June 22,
2022, issued by HSBC Bank USA, N.A. in favor of Warren CC Acquisitions LLC c/o Vision Real Estate
Partners for the Account of PTC Therapeutics, Inc. (incorporated by reference to Exhibit 10.36 to the Annual
Report on Form 10-K filed by the Registrant on February 27, 2025)
198
Exhibit
Number
Description of Exhibit
10.37 * Letter Agreement re: Collaboration and License Agreement, dated July 25, 2022, by and between Akcea
Therapeutics, Inc. and PTC Therapeutics International Limited (incorporated by reference to Exhibit 10.1
to the Quarterly Report on Form 10-Q filed by the Registrant on October 27, 2022)
10.38 * Letter Agreement re: Collaboration and License Agreement, dated September 14, 2022, by and between
Akcea Therapeutics, Inc. and PTC Therapeutics International Limited (incorporated by reference to Exhibit
10.1 to the Quarterly Report on Form 10-Q filed by the Registrant on October 27, 2022)
10.39 † License and Collaboration Agreement, dated as of November 23, 2011, as amended, by and among the
Registrant, F. Hoffmann-La Roche Ltd and Hoffmann-La Roche, Inc. and Spinal Muscular Atrophy
Foundation (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1, as
amended (File No. 333 188657), of the Registrant)
10.40 * Sponsored Research Agreement, as amended dated as of June 1, 2006, by and between the Registrant and
Spinal Muscular Atrophy Foundation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on
Form 10-Q filed by the Registrant on April 27, 2023)
10.41 * Amendment No. 5 to License Agreement dated April 28, 2023 by and between Shiratori Pharmaceutical
Co. Ltd. and PTC Therapeutics MP, Inc. (incorporated by reference to Exhibit 10.1 to the Quarterly Report
on Form 10-Q filed by the Registrant on August 3, 2023)
10.42 * Amendment No. 6 to License Agreement dated October 24, 2025 by and between Shiratori Pharmaceutical
Co. Ltd. and PTC Therapeutics MP, Inc.**
10.43 + Employment Agreement between PTC Therapeutics, Inc. and Pierre Gravier (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on July 17, 2023)
10.44 + Employment Agreement between PTC Therapeutics, Inc. and Lee Golden (incorporated by reference to
Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Registrant on April 25, 2024)
10.45 * Amended and Restated Royalty Purchase Agreement, dated as of October 18, 2023, among the Registrant,
Royalty Pharma Investments 2019 ICAV, and solely for the purposes of Section 5.15 thereof, Royalty
Pharma plc (incorporated by reference to Exhibit 10.48 to the Annual Report on Form 10-K filed by the
Registrant on February 29, 2024)
10.46 * Amendment No. 1 to Amended and Restated Royalty Purchase Agreement and First Put Option Exercise
Agreement, dated June 17, 2024, by and among PTC Therapeutics, Inc., Royalty Pharma Investments 2019
ICAV, and Royalty Pharma plc (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form
10-Q filed by the Registrant on August 8, 2024)
10.47 * Amendment No. 2 to Amended and Restated Royalty Purchase Agreement and First Put Option Exercise
Agreement, dated December 29, 2025, by and among PTC Therapeutics, Inc., Royalty Pharma Investments
2019 ICAV, and Royalty Pharma plc**
10.48 * Asset Purchase Agreement, dated November 26, 2024, by and between the Buyer and PTC Therapeutics,
Inc. (incorporated by reference to Exhibit 10.46 to the Annual Report on Form 10-K filed by the Registrant
on February 27, 2025)
10.49 * License and Collaboration Agreement, dated as of November 27, 2024, among PTC Therapeutics, Inc., PTC
Therapeutics HD, Inc. and Novartis Pharmaceuticals Corporation (incorporated by reference to Exhibit
10.47 to the Annual Report on Form 10-K filed by the Registrant on February 27, 2025)
199
Exhibit
Number
Description of Exhibit
10.50 * Rights Satisfaction Agreement, dated August 5, 2025, by and among PTC Therapeutics, Inc., certain of
the former securityholders of Censa Pharmaceuticals, Inc., and, for the limited purposes set forth in the
agreement, Shareholder Representative Services LLC (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2025)
19.1 Insider Trading Policy of the Registrant**
21.1 Subsidiaries of the Registrant**
23.1 Consent of Independent Registered Public Accounting Firm**
24.1 Power of attorney (included on the signature page to this Form 10-K)
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002**
32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002**
97.1 PTC Therapeutics, Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Annual Report
on Form 10-K filed by the Registrant on February 29, 2024)
101.INS Inline XBRL Instance Document**
101.SCH Inline XBRL Taxonomy Extension Schema Document**
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document**
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Database**
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document**
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document**
104 Cover Page Interactive Data File (formatted Inline XBRL and contained in Exhibit 101)
†
Confidential treatment has been granted for certain portions that are omitted from this exhibit. The omitted information
has been filed separately with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the registrant’s
application for confidential treatment. In addition, schedules have been omitted from this exhibit pursuant to
Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon
request; provided, however, that the registrant may request confidential treatment for any document so furnished.
+
Management contract, compensatory plan or arrangement.
*
Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
200
** Submitted electronically herewith.
Stockholders may obtain (without charge) a copy of this Annual Report on Form 10-K (including the financial
statements and financial statement schedules) and a copy of any exhibit thereto (upon payment of a fee limited to
our reasonable expenses in furnishing such exhibit) by writing to PTC Therapeutics, Inc., 500 Warren Corporate
Center Drive, Warren, New Jersey 07059.
Item 16. Form 10-K Summary
None.
201
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PTC THERAPEUTICS, INC.
Date: February 19, 2026
By:
/s/ MATTHEW B. KLEIN, M.D.
Matthew B. Klein, M.D.
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of PTC Therapeutics, Inc., hereby severally constitute and appoint
Matthew B. Klein and Mark E. Boulding, and each of them singly (with full power to each of them to act alone), our true
and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in
his name, place and stead, and in any and all capacities, to sign any and all amendments to this Annual Report on
Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as
full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: February 19, 2026
By:
/s/ MATTHEW B. KLEIN, M.D.
Matthew B. Klein, M.D.
Chief Executive Officer and Director
(Principal Executive Officer)
Dated: February 19, 2026
By:
/s/ PIERRE GRAVIER
Pierre Gravier
Chief Financial Officer
(Principal Financial Officer)
Dated: February 19, 2026
By:
/s/ CHRISTINE UTTER
Christine Utter
Chief Accounting Officer
(Principal Accounting Officer)
Dated: February 19, 2026
By:
/s/ MICHAEL SCHMERTZLER
Michael Schmertzler
Director
Dated: February 19, 2026
By:
/s/ ALLAN JACOBSON
Allan Jacobson
Director
Dated: February 19, 2026
By:
/s/ STEPHANIE S. OKEY
Stephanie S. Okey
202
Director
Dated: February 19, 2026
By:
/s/ EMMA REEVE
Emma Reeve
Director
Dated: February 19, 2026
By:
/s/ MARY SMITH
Mary Smith
Director
Dated: February 19, 2026
By:
/s/ DAVID P. SOUTHWELL
David P. Southwell
Director
Dated: February 19, 2026
By:
/s/ GLENN D. STEELE
Glenn D. Steele
Director
Dated: February 19, 2026
By:
/s/ ALETHIA YOUNG
Alethia Young
Director
Dated: February 19, 2026
By:
/s/ JEROME B. ZELDIS
Jerome B. Zeldis
Director
EXECUTIVE COMMITTEE
STOCKHOLDER INFORMATION
BOARD OF DIRECTORS
Michael Schmertzler
Chairman
Matthew B. Klein, M.D., M.S., FACS
Chief Executive Officer,
PTC Therapeutics
Jessica Chutter
Former Chair Biotech Investment
Banking — Morgan Stanley
Allan Jacobson, Ph.D.
University of Massachusetts
Chan Medical School
Stephanie S. Okey, M.S.
Former SVP, Head of North America,
Rare Disease – Genzyme
Emma Reeve
Independent Board Director
Mary L. Smith
The VENG Group
David P. Southwell
CEO, Volastra Therapeutics
Glenn D. Steele, Jr., M.D., Ph.D.
Chairman, GSteele Health Solutions
Alethia Young
Independent Board Director
Jerome B. Zeldis, M.D.
Independent Board Director
Matthew B. Klein, M.D., M.S., FACS
Chief Executive Officer
Neil Almstead, Ph.D.
Chief Technical Operations Officer
John Baird, Ph.D.
Chief of Staff to the CEO
Mark E. Boulding
Executive Vice President and
Chief Legal Officer
Lee Golden, M.D.
Chief Medical Officer
Pierre Gravier
Chief Financial Officer
Mary Frances Harmon
Senior Vice President, Corporate
and Patient Relations
Linda Montella-Carter
Senior Vice President and
Chief Information Officer
Eric Pauwels
Chief Business Officer
Hege Sollie-Zetlmayer
Chief Human Resources Officer
Christine Utter
Senior Vice President,
Chief Accounting Officer and
Head of People Services
Market Information
PTC’s common stock trades on the
Nasdaq Global Market under the
ticker symbol PTCT.
Annual Meeting
The Annual Meeting of the
Stockholders will be held on Tuesday,
June 2, 2026 at 9 a.m. E.T. The meeting
will be held in a virtual format via live
webcast. There will not be a physical
meeting location and Stockholders
will not be able to attend the Annual
Meeting in person.
Transfer Agent
Fidelity Stock Transfer Solutions
245 Summer Street
Boston, MA 02210
Independent Registered
Public Accounting Firm
Ernst and Young
99 Wood Avenue
South Iselin, NJ 08830
STOCK PE R FORMANC E GRAPH
The following graph illustrates a comparison of the total cumulative stockholder return on the Common Stock of PTC
Therapeutics’ from investing on Jan. 1, 2020, through Dec. 31, 2025, in two indices: The NASDAQ Biotechnology Index (NBI) and
the NASDAQ Composite Index (IXIC). Data for the NASDAQ Biotechnology Index (NBI) and the NASDAQ Composite Index (IXIC)
assume reinvestment of dividends. The stockholder return shown in the graph below is not necessarily indicative
of future performance, and we do not make or endorse any predictions as to future stockholder returns.
* The information contained in this Stock Performance Graph shall not be deemed “soliciting material” or to be “filed” with the SEC, for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities under that Section,
and shall not be deemed to be incorporated by reference into any filing of under the Securities Act of 1933 or Securities Exchange Act of 1934,
each as amended, except to the extent that we specifically incorporate it by reference into such filing
Dec. 31, 2020
Dec. 31, 2021
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2025
PTCT
$100
$65
$63
$45
$74
$124
IXIC
$100
$121
$81
$116
$150
$180
NBI
$100
$99
$88
$92
$91
$120
$250
$200
$150
$100
$50
0
Dec. 31, 2020
Dec. 31, 2021
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2025
PTCT
IXIC
NBI
Global Corporate Headquarters
PTC Therapeutics, Inc.
500 Warren Corporate Center Drive
Warren, NJ 07059
International Headquarters
PTC Therapeutics International Limited
55 Sir John Rogerson’s Quay, Grand Canal
Dock, Dublin 2, D02 NAO7, Ireland
For more information visit
www.ptcbio.com