IRONWOOD PHARMACEUTICALS INC 8-K

What Happened
Ironwood Pharmaceuticals, Inc. (through its wholly owned subsidiary VectivBio AG) announced a third amendment to its exclusive license agreement with Ferring International Center S.A., dated December 18, 2025. Under the Amendment, VectivBio agreed to make aggregate payments of $12.5 million to Ferring (an initial $7.5 million and a $5.0 million payment payable on or by December 31, 2026, subject to acceleration in certain circumstances). The Amendment also establishes a tiered royalty structure on net sales of licensed products and clarifies certain intellectual property ownership rights. In connection with the Amendment, VectivBio and Ferring entered into a settlement and release resolving Ferring’s lawsuit (Ferring Int’l Center S.A. v. VectivBio AG, E.D. Tex., No. 2:25-cv-01001).

Key Details

• Amendment date: December 18, 2025. Ironwood is a limited payment guarantor for the agreement.
• Cash payments: $12.5 million total — $7.5M initial; $5.0M due on or by December 31, 2026 (with possible acceleration).
• Royalties: a high single-digit percentage royalty on net sales for the first seven years after a product’s first commercial sale, then a low single-digit royalty thereafter until patent coverage on the licensed patents and contested patents ends.
• Litigation: The parties signed a settlement and release on December 18, 2025, resolving all claims in the cited federal lawsuit between Ferring and VectivBio.
• Filing: The third amendment is filed as Exhibit 10.1 to the 8‑K, with certain non‑material confidential portions redacted.

Why It Matters
This amendment creates near-term cash obligations for the VectivBio business ($12.5M) and establishes future royalty payments to Ferring that will apply product-by-product and country-by-country. Because VectivBio is a wholly owned Ironwood subsidiary and Ironwood provided a limited payment guarantee, the arrangement may affect Ironwood’s consolidated cash flows and the economics of any licensed products. The settlement also removes the uncertainty and potential costs related to the pending lawsuit between the parties. Investors should note these concrete obligations and look at the full amendment (Exhibit 10.1) for additional contractual details.