Zymeworks Inc. (ZYME) September 2026 Conference Transcript

Thank you for standing by.

This is the conference operator.

Welcome to the ZymeWorks conference call and webcast to discuss the acquisition of Theravance Biopharma. As a reminder, all participants are in a listen-only mode, and the conference is being recorded. After the presentation, there will be an opportunity to ask questions. I would like to turn the conference over to Srinal and Emdar, Vice President of Investor Relations.

Srinal, please go ahead. good morning everyone and thank you for joining us today we will discuss the closing of the third month by pharma acquisition and what this transaction means for the next phase of design work scott passion our chief business officer will begin with an overview of the transaction including you powery and the acquired r&d portfolio and how it advances our strategy at time work kristen stafford our chief financial officer will then discuss the financing structure Financial Outlook and Capital Allocation Framework. At the end, Ken Galbraith, our CEO and Chair, will open the call for questions. As usual, we will be making forward-looking statements during this call, including statements regarding the Fairmont's 5-hour acquisition, our financial outlook, the performance and growth of your powering, potential development and commercialization opportunities, future business development and capital allocation. These statements are based upon our current expectations and various assumptions and are subject to risks and uncertainties, including those associated with companies in our industry and at our stage of development. For discussion of these risks and uncertainties, we refer you to our latest FPP filings as found on our website and as far as the FPP. With that, I'll return the call over to Scott.

Thank you, Chanel, and good morning to everyone joining us. We are thrilled to have closed our acquisition of Caravans. This transaction brings an important new medicine under the Zymar's umbrella in Upelry. This only-in-class, once-daily nebulized llama delivers meaningful clinical benefit to COPD patients who struggle to use handheld inhalers and is supported by a world-class commercial partner, Theatris. This acquisition also serves as a strong demonstration of the types of economics we are well-suited to acquire at attractive prices for several reasons. First, Theravance maintains responsibility for hospital promotion, which introduces operational and structural complexities that render this transaction less attractive for traditional royalty buyers. Despite having a strong partner in Beatrice who manages most of the complexity associated with commercial promotion, this component is off-strategy for a pure financial buyer. Second, we were able to provide an offer to acquire 100% of the equity of Paravans, while traditional royalty buyers prefer asset acquisition for structural reasons. Third, we were able to finance the acquisition via $350 million non-recourse royalty-backed note with OMERS at an attractive cost of capital. This financing is secured solely by Upelry Cashflow and demonstrates how our differentiated model allows us to collaborate with large financial institutions leveraging their lower cost of capital rather than competing with them for assets. Finally, UPELRI is not the only source of value in this deal. The transaction also includes additional collaboration and royalty economics, an R&D portfolio, very significant Irish tax attributes, and an experienced commercial organization. Importantly, almost all of these other potential sources of value serve purely as upside and were not valued as contributing to returns. Since the transaction was announced in late June, our conviction has strengthened that there are more de-risked trapped cash flows and assets that we are uniquely set up to The ability for ZymeWorks to acquire whole organizations for access to R&D assets or cash flows makes us a differentiated acquirer with multiple avenues for value creation. Turning to the financial profile of the transaction, our base case underwriting anticipates a mid-teamed IRR over the long term, driven primarily by Upellery, with a small contribution from Vibatib, an important, powerful antibiotic sold by Epitex. As mentioned, the base case does not assign any value to a number of additional opportunities. These include the potential utilization of approximately $2.5 billion of Irish tax attributes, future value from the acquired R&D portfolio, and certain potential future milestones or other business development opportunities. The profit share from Beatrice adds to our recurring cash flow foundation alongside Zahira while also providing an opportunity to actively manage Upside Opportunity. The retained hospital organization is an important part of that opportunity. Hospital sales grew approximately 25% year-over-year in the second quarter of 2026, demonstrating continued momentum in the channel, and we are thrilled to be welcoming a lean, skilled, and highly experienced commercial and medical team. The retaining team has demonstrated strong execution and understands the market, customers, and product. We believe the hospital channel will continue to provide strong momentum to the brand over the coming years. As previously mentioned, Beatrice is responsible for promoting in the community and managing most of the complexities associated with commercial promotion and reporting. As we evolve the organization, we are also investing in the experience needed to support a more diversified business. With this in mind, we are adding new senior leaders from TheraVan across technology, data science and AI, as well as intellectual property. Stuart Knight will become Executive Vice President and Chief Information Officer of Zymorx, where Stuart will guide the company's future technology strategy, including continued investment in a company's existing AI, data science, and machine learning capabilities. Stewart brings substantial experience in biotech and pharmaceutical companies operating in both United States and Europe. Stewart will also be joined by Jesse Fecker as Vice President of Intellectual Property. We plan to hire a seasoned pharmaceutical executive with experience building and leading commercial pharmaceutical organizations to lead the commercial operations of Theraman. We will continue to evaluate the combined organization and provide updates on any future changes. For now, these additions strengthen the infrastructure we need to execute the next phase of our strategy. Beyond the commercial assets, TheraVance Biopharma also adds an R&D portfolio design works. This expands our existing pipeline of wholly owned and partnered programs and gives us additional opportunities to create value through development, partnering, and other strategic alternatives. I'd like to reiterate, we do not assign any value to these programs in our base case IRR. We will only allocate capital to programs that have a clear, attractive, risk-adjusted value creation potential. We will also evaluate partnering, licensing, or other alternatives when those opportunities make sense. As a reminder, as R&D expenses in 2Q26 were 20% lower than in 2Q25, which is consistent with our planned reduction in R&D expenses. This approach allows us to preserve the upside associated with R&D while operating from a more diversified financial foundation. With that, I will hand over to Kristen to talk through the financial updates.

Thanks, Scott. But as Scott mentioned earlier, another component of the transaction is approximately $2.5 billion of Irish tax attributes that we acquired. We have assigned no value to the utilization of these attributes in our base case, IRR, and expect to assign no value to the attributes of purchase accounting as well. It's important to note that the tax attributes exist because of the depth and breadth of the R&D in the business, as we've just reviewed. We will evaluate potential opportunities to utilize these attributes in connection with future Irish revenues, IP structuring, and potential acquisitions or investments involving our Irish legal entities. Our existing Irish R&D operations provide an important foundation for that evaluation. The actual utilization, timing, and value of these attributes will depend on applicable tax laws, regulations, and the facts and circumstances of any future transactions. So similar to the R&D portfolio, we view the tax attributes as additional optionality rather than an assumption underlying the transaction. On this slide, I wanted to return to the financing structure and remind everyone that a significant portion of the transaction was financed through a non-recourse note with OMERS-like sciences secured by the UPELRI cash flows at a very attractive cost of capital in relation to the MED team's IRR we expect the transaction to provide. The structure is designed so that the note is serviced by the underlying UPELRI economics and is non-recourse to the broader Zymor's business, subject to the terms of financing arrangements. Appelry is currently generating approximately 60 million of annualized cash flows at current run rates, providing the durability and predictability that allows us to structure the financing. During the note period, OMERS received 75% of the appelry profit share cash flows to service interest in principle with the residual economics retained by ZymeWorks. Once the note is repaid, the remaining cash flows revert to ZymeWorks. This financing structure allows us to access a high-quality commercial asset while preserving capital for other opportunities across our business. The transaction is expected to be accounted for as a business combination and the purchase price will be allocated to the fair value of the net assets acquired and primarily includes rights related to UPEL rate with any remaining amount recorded as goodwill. UPEL rate is expected to represent the principal identifiable and tangible asset and will be amortized over its expected estimated useful life, generally through the expected loss of exclusivity period. We also expect to recognize a tax liability due to an uncertain tax position as part of the accounting for the business combination. And upon expiration of the applicable audit period in October 2026, the liability may be reversed, resulting in the recognition of a non-cash income tax benefit in the fourth quarter. When looking at the The Fiatris Collaboration Agreement, it's important to remember that TheraVance does not record product sales. Fiatris records 100% of UPELRI's net sales, while TheraVance reports a single line item in its financials, which is called the Fiatris Collaboration Agreement Revenue. This number is a net figure that includes TheraVance's 35% share of profits and losses and adjustments for shared costs. To model the quarterly cash flow from UPELRI, you must apply the 35-65 split across three distinct buckets. For net sales, you need to take 35% of the total U.S. net sales. For TheraVance commercial expenses, you need to add back 65% of the commercial cost that TheraVance incurred, since Viatris owes TheraVance for its share of these costs. And for Viatris commercial expenses, you need to subtract 35% of the commercial cost Viatris incurred, since TheraVance owes Viatris for its share. An illustrative example has been provided on the right-hand side of the slide with actual revenue and expense line items for the financial year 2025. With the completion of the TheraVance acquisition and the $250 million milestone payment triggered by the FDA approval of Sahara and GEA on August 25, 2026, the company has provided updated financial guidance utilizing relevant financial metrics that it believes provide a more suitable framework for evaluating operating performance of the business. The company expects total revenue for 2026 to be between $278 million and $292 million and 2026 suggests EBITDA to be between $114 million and $128 million, excluding the impact of any future transactions. At the current time, we won't provide any specific revenue guidance by source, specifically referring to milestone revenue or Zahara royalties from JAZ and B1. Recently, JAZ has updated peak sales guidance for Zahara to be between $3 billion and $5 billion. As an illustrative example, annual royalties due design marks would be between $485 million and $885 million based on those peak sales estimates using the 20% royalty rate for sales above the $2 billion threshold as previously disclosed. Sales of Zahara by B1 in their Asia-Pacific territory would be incremental to these sales estimates from JAWS as with the resulting royalties design marks. Adjusted EBITDA, the non-GAAP financial measure and a reconciliation between GAAP-reported and non-GAAP financial information presented for historical periods can be found in the appendix at the end of this presentation. Our guidance today reflects our current expectations for the acquired business and the broader SignWorks operating profile. As with all forward-looking guidance, actual results may differ based on a number of factors, including commercial performance, collaboration revenue, operating expenses, and other risks described in our public filing. Going forward, we believe total revenue and adjusted EBITDA provide a more meaningful framework for evaluating SignWorks as we transition toward a business supported by multiple sources of revenue and operating cash flow. We will provide updates on our 2026 financial guidance as needed with respect to future events and transactions and expect to provide initial guidance for 2027 in conjunction with the release of our annual financial results for 2026 expected in the first quarter of 2027. One of the most important changes following the TheraVance acquisition, as well as the HARO's approval in GEA, is the increased rolled cash flow in our capital allocation framework. As we generate cash from the commercial and royalty portfolio, we have multiple avenues for deploying that capital. We can continue to invest in our wholly owned R&D programs. We can advance the R&D programs acquired through TheraBands internally or through out licenses or spinouts. We can acquire additional R&D programs, royalty streams, or commercial assets individually or in multi-component acquisitions. And we can repurchase shares when we believe that represents an attractive use of capital, as we have done since August of 2024. We will evaluate these opportunities based on expected risk-adjusted returns, strategic bet, and our broader financial position. The objective is not to prioritize one use of capital permanently, but to allocate capital toward the opportunities we believe can create the greatest long-term value. I'd like to highlight what we believe this means for Zineworks. Historically, the company was primarily driven by R&D catalysts and individual development events. Following the TheraVance acquisition, we are beginning to build a more diversified business. We now have growing royalty revenues, commercial cash flows, and multiple sources of operating revenue. At the same time, we retain our wholly owned R&D program, our partner pipeline, and the ability to pursue additional acquisitions of partnerships. This creates a different financial foundation for Zymarx. Recurring cash flows provide greater visibility, commercial growth can provide operating leverage, our R&D portfolio provides additional opportunities for future value creation. And disciplined capital allocation allows us to connect these pieces and continue investing in the opportunities we believe offer the most risk-adjusted return. We believe that TheraVance acquisition is an important first step in demonstrating that model at scale. And importantly, this transaction does not change what Thineworks is fundamentally built to do. It gives us a stronger financial foundation from which to do it. The acquisition of TheraVance biopharma is the first tangible validation of the strategy we outlined less than a year ago and would believe it demonstrates something genuinely new in how life sciences capital can be deployed. There are three things we want investors to take away from today. The first is about access. Zymeworks can acquire operating companies where valuable cash flows, such as royalty streams, profit participation, and commercial economics are embedded within a broader business structure that traditional royalty investors are not typically structured to acquire. Because we can acquire the whole company, we evaluate those cash flows alongside commercial assets, including R&D pipelines that we have the potential to develop, tax attributes that we may be able to leverage, and other sources of value that would otherwise remain embedded within the operating business, and in some cases, at no incremental cost. What this means in practice is that Zineworks creates a new origination channel. Companies with embedded royalties have a path to monetize those assets, and royalty partners have access to high-quality opportunities they may not otherwise be able to source or structure. In acquiring the commercial and royalty economics, DesignWorks also gains access to R&D pipelines and platforms that are embedded within these businesses, which we can develop, partner, or spin out. We believe that is a meaningful and durable competitive position. The second is about structure. We've demonstrated that durable contracted cash flows can directly support acquisition financing, including non-request structures that align the financing instrument with the underlying asset economics. This allows Armworks to pursue acquisitions of meaningful scale, while aligning the financing with the cash flows of the acquired business and preserving capital for other uses. During 2026, we have access to approximately $600 million of non-dilutive financing through non-recourse notes at an attractive cost of capital, with proceeds supporting both the TheraVan's acquisitions and continued share repurchases. This financing strategy, together with our Repurchase Program reflects our focus on minimizing equity dilution for shareholders. Our last public equity offering was in January 2022, and we currently have no plans for another equity issuance. The third is about value creation, but beyond the initial cash flow. In addition to the commercial and royalty streams, DimeWorks retains the ability to generate value through active development, profit share arrangements, licensing, and potential future spin-outs. That distinguishes our model for traditional royalty organizations where returns are largely defined at the point of acquisition. For us, the acquisition is the starting point. Recurring cash flows provide a foundation from which we can fund R&D, pursue additional acquisitions and partnerships, or return capital to shareholders based on where we see the best risk-adjusted returns at any given time. We are pleased with how this transaction has come together, and we believe it gives investors a clear picture of what Thineworks is building and how we intend to keep building it. This is not the end of the story for the year. We have additional catalysts ahead, including the continued U.S. commercial launch for VanaDataMap and GEA by our partners, upcoming data presentations from our partners J&J and Jazz, as well as important updates from our own pipeline, including the phase one optimization data for CW191 that we expect to present at ESMO in Madrid on October 24th.

We look forward to sharing those developments with investors over the coming months with that i'll ask ken to join us as we open the line for questions thank you kristen and scott offered we're ready to open the question and answer period thank you ladies and gentlemen if you have a question or a comment at this time please press star one one on your telephone if your question has been answered you wish to move yourself from the queue please press star one one again we'll pause for a moment while we compile our q a roster our first question comes from eagle namachovas with citigroup your line is open hi this is

you want Kim on for your goal. Thanks for taking a question and congrats on the progress. One quick question from us. With the calorie hospital sales growing 25% year over year and as you look towards third quarter, can you help us understand whether acceleration is driven primarily by existing accounts or expansion into new hospitals or improved conversion in the community setting? Thanks.

Okay, thanks for the question. I'll ask Scott to provide a general I want to answer. Obviously, we won't be able to send any specific until the third quarter is reported by us in November, but I'll see if Scott has any general comments to address your question.

Yeah, thanks for your great question, and it's a very attractive part of this franchise. We're really excited to welcome a very lean and skilled team that's responsible for the remarkable performance in the hospital to date. I'm going to make just a few high-level comments about the hospital channel broadly the the first point is that the hospital sales cycle is very different than the community it's a very skilled and slightly longer return on investment and getting new hospitals online and getting onto formularies can often take you know six months to multiple years and there's still a lot of opportunity for additional accounts to come online there There is also opportunity for growth on existing channels. So it's a little bit, you know, to your question. The answer is both. And we're really excited to have a great team to help us drive that channel that remains pretty underpenetrated.

Great. Thanks very much.

Thank you. One moment for our next question. Our next question comes from Charles Zoo with LifeSci Capital. Your line is open.

Hi, this is Sue on for Charles. Thanks for taking our questions, and congrats on progress. Following up on the hospital channels, can you share your plans to maximize hospital channel sales, including how many of Theravins' account managers and medical liaisons you retained, whether you plan to add HAT count, and what leading indicators you will use to measure progress?

Thanks for the question. I'll see what else Scott wants to add to that, some of the detailed questions we won't get into, but I'll see if Scott has something to add generally to your question beyond what we answered in the last one.

Yeah, thanks for the question. I think we're going to shy away from any sort of specifics. At a high level, there's a huge opportunity in the hospital. COPD, you know, 15 to 16 million patients in the U.S., 2 million plus really, you know, strong candidates for upellary. And there's a really strong rationale for why upellary should play such a great role in the hospital. And I can give you just sort of a few of those anecdotes. You know, patients with COPD exacerbations find themselves hospitalized. A therapy like Uppellory makes a lot of sense. Supports tidal breathing. It's really the right way to deliver a medication. And it being the only in-class long-acting has a real pharmacoeconomic benefit. We have respiratory therapists going in three, four, five times a day deliver short-acting nebulizers that are often used inappropriately or take a lot of time and so there's an enormous opportunity I think will shy away from giving sort of any specific trends we're looking at at a high level I will say about the team this is an exceptionally talented team an average tenure well above industry norms and we think that there's you know several years ahead of continued hospitals very meaningful hospital growth.

Thank you. One moment for our next question. Our next question comes from Gregory Renzo with Truist Securities. Your light is open.

Great. Thanks. Good morning, Ken, Scott, and Kirsten. Congrats on the deal closed. Thanks for taking my question. Guys, just with respect to some of the R&D efforts that you've discussed about potentially looking externally, namely the PanRAS ADC portfolio as well as VW191, just provide some updates of how that's either going to be accelerated or how you're evolving the framework with which you want to take that forward with externalization. Thanks so much.

Yeah, thanks for the question, Gregor. I'll take that question on directly. I think as we talked about early in the year, we did talk about the fact that we had a really rich and diversified wholly owned R&D portfolio. Since then, we've made new disclosures around the PanRAS ADC, which wasn't even public at that time. And I think it's obvious that we have a very productive R&D group working in multiple themes of both ADCs and multispegantibodies that we would like to find ways to bring in partnerships, collaborations, external capital, so we can move as much of that forward as possible where it's justified by continued data, but without relying just on our P&L to be able to do that because I think we have our own financial metrics in mind. And so we're trying to find ways that partners can have resources and dedicated teams where maybe a spin-off entity that's dedicated to a particular portfolio, as we talked about with the PanRAS ADC portfolio, might again have, you know, dedicated resources, dedicated focus, and we can move as much of the portfolio as is justified forward. In the same way, we've been working all through this year to understand what collaborations make sense for us, which parts of the portfolio versus which parts we'd like to keep holding on to ourselves and move forward with our own capital. I think, as we mentioned, we're not finished this year with potential catalysts in our operating plans for the year. So I think as we can complete such transactions, we'll announce them. And I think as we move along with some partnership collaborations and spinoffs, you know, get a better sense of how that shapes the R&D portfolio. We're certainly not running out of substrate of things that are really interesting we'd like to pursue. We just have, you know, internal limitations on capital, very high standards for things to move forward, but I can certainly see how a few key partnership collaborations, a spinoff entity would help us exploit the totality of the R&D portfolio and by retaining royalties and milestone interest, equity interest, in the case of spinoff, we can find a way to continue to share in the success of those future portfolio in the same way we will or expect to with Zannie and eventually Paz Rita Meg. And so you just have to wait for those transactions. But we're making good progress, and I think we're excited about some of the options that are available to us to move some of those programs forward, but not with just our own P&O.

Thank you. one moment for our next question. Next question comes from Brian Chang with JP Morgan. Your line is open.

Hi, this is Sarah on for Brian. Thanks for taking our questions. You continue to emphasize that $2.5 billion of Irish tax attributes, but they're still excluded from the base case IRR and purchasing accounting. As we sit here today, what do you view as the most realistic pathway to using them? Is it the existing activities that you have, future acquisitions, or some form of IP structuring?

Yeah, good question. I'll let Kristen come on and answer that question with whatever guidance you'd like to provide, Kristen.

Yeah, sure. So we see that these are just $2.5 billion of attributes really depends on the nature of the attributes and the amount and the timing of the future taxable income and tax rules, as we mentioned. So we're working through the appropriate ways to incorporate them into our broader structure, but we do see potential paths to use them, as we mentioned, kind of more broadly over the presentation.

Thank you.

Thanks, Nicole.

And just to confirm, those are not included in our base case mid-teens IRR, so any ability to utilize those would be upside for us in the investment that we've made in the TheraVent acquisition.

One moment for our next question. Our next question comes from Euron Werber with TDCal, and your line is open.

This is Dana on for Euron. Congrats on the progress, and thanks for taking our questions. You highlighted 25% year-over-year growth in Yopari hospital sales in Q2 and continued margin expansion. Is this similar to what we should expect for the product's revenue trajectory for the next three to five years, and long-term, how are you thinking about UPELRI's peak sales opportunity in COPD? Thanks so much.

No, thanks, Chris. I'll see what Scott wants to add to that question.

Great question. We're not going to be providing any product-level specific guidance today, but as previously highlighted, the hospital channel is really important for a couple of reasons. You know, you highlighted the 25% growth year-over-year in the second quarter. We do see opportunity. The hospital channel should continue to drive momentum over the coming years and contribute to the brand. I think I will just take this opportunity to highlight the importance of the hospital channel beyond just the exact figures that are provided year-over-year. Upelry is really an amazing medicine for patients in the hospital recovering from an exacerbation, partly because of the value it delivers to them. But the other really important thing to remember about the hospital sales force that we're really thrilled to welcome to Zymark is as patients leave the hospital and transition back into the community, there's a lot of incentive both from the hospitals and payers and for the benefit of the patient care to keep them on an amazing medicine like you Pellery. And so it does serve as an important sort of funnel into the outpatient community setting where the actress is responsible. So I think we'll shy away from any sort of specific guidance around the hospital channel other than to say the hospital channel itself is an area we expect continued growth, and it has continued impact as patients transition back out into the community.

Super helpful. Thanks so much.

One moment for our next question. The question comes from Stephen Willey with Stiefel. Your line is open.

Yeah, good morning. Thanks for taking the questions and providing all the color here. So I guess it looks like you, Pellery, volume growth is flat on the community setting when backup pricing, and I know that's Beatrice's detail, but do you have any estimate, I know Scott just talked about this, of the percentage of community sales that actually originate with a hospital-based script, and I guess how much more runway do you see in the community setting if you're able to grow the hospital-based component and potentially increase the conversion rate? Thanks. Yeah, thanks, Steve. Good question, Scott.

Yeah, great question. We see continued opportunity for growth from a volume perspective in both channels. The latest estimates are that about 12 to 13 percent of volume comes from the hospital channel in terms of volume. In terms of origination, that's a very hard data set to nail down with that level of precision. We have a lot of ideas about where that figure stands and really are excited to welcome the TheraVance team on board and see how we can continue to drive that given the, you know, robust growth in the hospital that should be continuing to trickle down in the community. But it's a very hard day to just give an exact figure on beyond that sort of 12, 13 percent split.

Thank you. One moment for our next question. Our next question comes from Rennie Benjamin with Citizens. Your line is open.

Hey, good morning, guys. Thanks for taking the questions and congrats on closing the deal. I guess two from us, what are your peak sales expectations for you, Pellerie, and kind of what is the potential timing of that? Are there any potential indications which could further expand this, Tam? And just one for the R&D portfolio, could you maybe give us a sense? It's an extensive portfolio. I'm sure you've had a chance to kind of look at it, and I understand the commentary you made during the call. But which assets do you think could drive value over the next 12 to 24 months for you?

Yeah, thanks, Rini. Let me take your first question, and then I'll give the next one to Scott. I think on the peak sales for you at PowerRig, I think we haven't given any peak sales guidance on EmpowerRig, and Beatrice hasn't either. So we would only usually talk about that if our commercial partner was in a position to do that. We've obviously talked about peak sales for ZandataMap being between $3 and $5 billion. um eventually and that's because that's jazz's guidance and we've simply reflected against that that guidance just what our royal our share of that would be from a royalty perspective so that's why we talked about that but we've not given any peak sales guidance for power and would not do so unless our commercial partner viatress decided that that was something they'd like to they'd like to do um and maybe you want to answer the second question on our Cervance is a historic company in our industry, right, coming up on 30 years since its founding,

and really a robust and rich history of successful drug development, and a very broad autoimmune and inflammatory portfolio that we'll take over. We're not in a position today to, you know, point you towards any one asset, but one of the advantages of this model of having sort of an asset and royalty aggregation strategy alongside a robust R&D team is we feel we're very uniquely set up to look through that portfolio and maximize value. And whether that's through spin-outs or outlets and things or very targeted capital investments on our own that we'd come back and explain in detail remains to be seen. but it's something that we feel could provide a very meaningful upside. Again, just to remind and reiterate, we allocated zero value in that mid-teens IRR to that portfolio. And I think now that the closing is behind us, there'll be an opportunity for us to dig through that portfolio in depth and come up with the right plan and hopefully come back in short order to the market with a little bit more information.

And just to add, Randy, before we finish that, so we are hoping to schedule our next R&D day in Q1 of next year. I think our last one was September 2024, and we like to do one every two years or so. So once that's scheduled in Q1, 2027, by that time we'll probably be in a position after some evaluation to talk a little bit more about any R&D investment or potential out-of-licensing efforts around the acquired-there advanced R&D portfolio. So maybe Q1 next year is a good time for him for us to be able to answer that question with some real plans and as a part of our presentation.

Got it. Thanks very much for the additional caller, and congrats.

Yeah, thank you.

One moment for our next question. Our next question comes from Mattami with B-Raleigh Securities. Your line is open.

Yes, good morning team. Thanks for taking our questions and appreciate the level of detail. I know you're not breaking out guidance components. You know, it doesn't seem there's a whole lot of Zaheera royalties included if we consider the seasonality pattern to Upelry, you know, 4Q for them, you know, generally being the strongest both from volume and also stocking dynamics. I was just wondering, you know, if you could give us any color and also how, you know, the hospital investment aspect, Scott, could change, you know, in your hand. And also was wondering if, you know, there's any progress to report on the apple oxytine regulatory and partnering process standpoint. I think you had a, you know, you had that on your slide. And then And just lastly, the third part to my question was, how do you think about, you know, the $100 million trilogy milestone in context of when you talk about special dividends versus buyback and managing, you know, this cash flow building, but also, you know, maintaining dry powder for future transactions?

Yeah, thanks for the multiple part one question. You're always good at that. I'll take the first one, and then I'll pass the other three to Scott to comment. But I think, you know, we thought very thoughtfully about the type of financial guidance we could start providing and the operating metrics that would be useful. And then we settled on total revenues and adjusted EBITDA, things that would be worthwhile to start guiding on. It's the first time we've given this type of financial guidance to kind of replace the normal activity-based guidance or cash runway guidance. We decided to give some guidance for 2026 just because we thought it would be hopeful to start with. We're obviously trying to be a little conservative and making sure that we only guide on metrics that we have some good predictability or transparency around to share publicly and that are meaningful. And obviously we're trying to be conservative with providing a range of guidance that targets, you know, where the actual performance may end up. So you might think our guidance for Q4 is a little bit conservative, but hopefully as we, you know, over time, as we gain a little bit more confidence in predictability, we'll be able to be maybe a little less conservative in the ranges that we provide. So I think I wouldn't read too much into that other than we're trying to be conservative in the way that we think about starting this process of providing meaningful financial guidance on a regular basis to help folks guide their evaluation of the company. That's all I would read into it. And I'll let Scott answer the other three parts of the new one question.

Yeah, thanks for your question. I'll do my best to hit all three of the different parts. Bill, I think your first question was a bit about what changes you might expect to see around the hospital promotion. I think it's important to remember that we feel that the TheraVance hospital team has done an exceptionally good job. You know, this product launched in 2018, 2019, still finding 25% year over year, driving formulary uptake is really quite impressive. Of course, you know, we always aim to see if we can find ways to improve both the hospital, you know, channel itself and in that transition to the community setting as patients leave the hospital. The drug is really underpenetrated if you look broadly. Again, you know, I mentioned earlier 15 to 16 million U.S. COPD patients, 2 million plus really well suited for a nebulized therapy like Upelry where patients have. for one reason or another issues with um you know using a handheld and um you know we're you know we're very much in the single digit penetrated into that um so both the you know community and the hospital have uh have room to grow um and we'll uh you know see how we can uh um you asked about the the trilogy milestone i believe um that um just to remind folks would be triggered based upon 2026 sales from Trilogy, and we believe that's a, you know, very high confidence milestone that we'll look forward to receiving, assuming the sales track from our partners in Royalty Pharma. In terms of allocation, it'll be similar to the framework. That capital will be allocated to the highest return, and we certainly don't pre-specify if that's going to go towards than an R&D towards additional M&A or towards returning capital to shareholders. And nothing really to say at this point on the Amprol-Oxetine, but I think we'll leave it.

Thank you so much. You covered it all. Appreciate it, guys.

Thanks for the questions. One moment for our next question. Next question comes from Jonathan Miller with Evercore ISI. Your line is open.

Hi, guys. Thanks so much for taking the question, and congrats on getting this deal closed and really showing us what you mean when you were talking about transitioning the business model in the last year. Really great to see it. Just one multi-part one for me. You said that UPELRI is a starting point here, and I want to come back to that, but it seems like your expectations for UPELRI, you're very excited about it. You're excited about the hospital potential, but it seems like your expectations here are on the high end of what consensus was estimating before the acquisition. And so I'd love to get a sense for where you think the market has been wrong on the product and about the prospects, especially in hospital. But, you know, as excited as you are, what were people not appreciating about this potential ramp here? And then thinking beyond you, Pauly, as you say, at the starting point, you know, we talked a little bit about no explicit value being given for R&D assets or the Irish tax asset. You talked a little bit about when we could expect that to change for R&D. but what about all the other portions of this deal that you think are potentially valuable but are not getting explicit valuation in your deal math, the Irish tax assets, et cetera? When could we start to see the impact from those things be a little bit more explicit in your go-forward valuation?

Great. No, thanks for the multiple questions. I'll let Scott answer both of those.

Yeah, great question, John. good to have you back on asking questions again as well. So, upellery is really in an interesting and privileged position. COPD being an enormous market, I think there can occasionally be sometimes a bit of dogma around handhelds versus a nebulized therapy like upellery. But it's really an amazingly important medicine for patients that I think has, through both safety and advocacy sort of stood the test of time. There's an amazing wave of innovation happening in the COPD space around some novel biologics and, you know, great to see Merck recognize the amazing value of a nebulized product in its difentrin with their Verona acquisition. And so I think a little bit, you know, versus consensus has been the dogma changing around the importance of nebulized therapy for that, you know, reasonably sized population within COPD that struggles with their handheld. I would also say, you know, elaborating on my sort of privileged kind of position that you probably have on the market is it's really only in class. And so as we see more, you know, interesting biologics come on, this is a foundational therapy that is early in the treatment paradigm. And so we see additional innovation, additional medicines coming into COPD, as only benefiting new calories. And the last thing I would say is that the hospital sales cycle in particular can be long. It's a very, very different sort of type of selling than you'll see, particularly in the community. And so, you know, the IP being cleared well into the 2030s and having that clarity to invest in some of the channels that maybe take a little bit longer time to turn on, gives us confidence in the continued growth for the years ahead. Oh, John, would you just repeat your second question?

Sorry about that. Just on the stuff that wasn't explicitly valued as part of the deal, you mentioned a bunch of other pieces of TheraVan that you thought were exciting, but you weren't giving explicit monetary value. So when does that change? When can you start talking about your view on explicit value?

Yeah, I think give us a bit of time. You know, we have some preliminary ideas, but I think, as Ken mentioned, I think, you know, an R&D day where we can talk a little bit more about this sort of in the early part of next year might be a good venue for us to come back and talk a little bit more about that. You know, again, just to reiterate, no value to those. And so those would only be sort of potential upside if we're able to find interesting opportunities for those.

Yeah, John, just to ask your comment about, you know, what the market was missing about Yipelri, you know, I think that the Astra deal was a pretty interesting structure that Sarah Vance had with a 35% profit share and the ability to co-promote in the hospital space in the U.S. That's interesting. It's very interesting to us. And I think Yipelri, you know, has a lot more growth in it than maybe people realize. And I think that's just because it was kind of stuck under, you know, a pretty extensive R&D portfolio that, you know, unfortunately for their events, you know, had some clinical setbacks over a number of years, which I think was the incentive to think about maybe, you know, a sale of the company. So I think it just kind of got lost under those R&D efforts and R&D portfolio. And for us, those are the types of things where maybe we can make a multi-component acquisition without having to pay fair value for every component which is in that. So I think justifying the transaction and our purchase price based on mid-teens IRR that's really driven by a very modest grocery recovery just gives us some confidence that we paid the right price, We can generate those return. And there's upside, which, you know, could be, you know, from optional additional investments for us. Or this might be upside without any additional capital investment for us. I think those are the types of things that we look for as multi-components in a biotech company that might not be all fairly valued because there is someone who's missing the point on one of those key aspects. and we can acquire the right price, sort it through, and hopefully drive an IRR that's really well beyond the mid-teens IRR we're using as the base case to justify the transaction.

Awesome. Thanks so much, Ken. Makes sense.

Thank you for your questions.

Appreciate it. Again, ladies and gentlemen, if you have a question or a comment at this time, please press star 11 on your telephone. One moment for our next question. Our next question comes from Nicole Britta with Wolf Research. Your line is open.

Hi, this is Nicole on for CalFit. Thank you so much for taking our question. I just wanted to ask, as the transactions close, would you be able to give us any color on when the OMERS note may be repaid and then we're set to that 25% to 100% of the appellate cash flow? Are you expecting this to happen before maturity in 2030? Yeah, thank you for the question, Nicole.

I'll ask Kristen if she can answer that question. If you were able to hear it, Kristen, can you answer that?

I did hear the question, I think. We are not giving specific guidance on when we expect that note to be paid down, but I think, Nicole, if you're looking at your own models, you can model the paydown of the interest of principal. So you can, I think you can probably reflect that as well. But I think you understand that it's 75% paid towards interest and principal, and then it would revert to us. So I think what we explained is probably all that we can share as far as expected pay down pay. Thank you.

And I'm not showing any further questions at this time. I might turn the call back over to Ken for any further remarks.

No, that's great. Thank you, operator. And again, thank you for attending the conference call. and the questions. I hope you found the additional detail on the Theravon's acquisition, the rationale for it, what we see going forward is helpful. And hopefully the financial guidance that we started providing today on total revenues that adjust the EBITDA for 2026 is useful for you to have as well. As you said at the beginning of the call, we have a number of other catalysts and objectives inside the company for the remainder of 2026. So I don't think we're done with the things we'd like to accomplish inside Zymarks so hopefully I just advise all you please stay tuned and look forward to reporting additional progress as we move ahead for the remainder of 2026 so thank you very much thank you ladies and gentlemen this does conclude today's presentation we thank you for your participation.

You may now just connect and have a wonderful day.