KALA BIO Enters Exclusive Ophthalmology Distribution Deal with Virotek

What Happened KALA BIO, Inc. announced on Sept. 3, 2026 that it entered into an Exclusive Distribution and Reseller Agreement with Virotek, Inc. Under the agreement KALA is appointed the sole and exclusive U.S. distributor/reseller for a genetic testing and clinical screening program for ophthalmology, subject to meeting a specified milestone on Sept. 3, 2027. The agreement begins Sept. 3, 2026 and has an initial five‑year term. KALA will handle commercial development while Virotek will deliver and administer the program.

Key Details

• Agreement date: Sept. 3, 2026; initial term: 5 years commencing Sept. 3, 2026.
• Exclusivity is conditional: KALA must meet the milestone in Exhibit B by Sept. 3, 2027 (30‑day cure period; failure converts exclusivity to non‑exclusive).
• Economics: net profit is split 50/50 between Virotek and KALA after Virotek recovers cost of goods sold; splits and white‑label terms may be adjusted by mutual written agreement and reviewed monthly.
• Rights and termination: KALA has a right of first refusal (≥30 days to exercise) on Virotek ophthalmology product dispositions; either party may terminate for uncured material breach (30 days), insolvency, or loss of required license/accreditation/Nasdaq listing (not restored within 60 days).

Why It Matters This deal gives KALA a pathway to market ophthalmology genetic testing across the U.S. with shared economics that could generate revenue if adoption grows. The conditional exclusivity (milestone by Sept. 3, 2027) is a key risk/reward point: meeting it preserves market exclusivity, missing it could reduce KALA’s competitive advantage. The five‑year term and right of first refusal could support longer‑term strategic opportunities, while profit‑split and operational responsibilities clarify how revenue and costs will be allocated. The filing also includes standard forward‑looking statement cautions.