5 unchanged sentences
Examples of forward-looking statements include statements we make relating to our outlook and expectations including, without limitation, in connection with:
−Removed: (i) our ability to continue to grow PYLARIFY as a commercial product, including (A) our ability to obtain FDA approval for additional positron emission tomography (“PET”) manufacturing facilities (“PMFs”) to manufacture PYLARIFY, (B) the ability of PMFs to manufacture PYLARIFY to meet product demand, (C) our ability to sell PYLARIFY to customers, (D) our ability to obtain and maintain adequate coding, coverage and payment for PYLARIFY, and (E) our ability to establish PYLARIFY as a leading PSMA PET imaging agent in an increasingly competitive environment in which other PSMA PET imaging agents have been approved and additional ones are in development;
−Removed: (ii) continued market expansion and penetration for our established commercial products, particularly DEFINITY, in the face of segment competition and potential generic competition, including as a result of patent and regulatory exclusivity expirations and challenges;
−Removed: (iii) the global Molybdenum-99 (“Mo-99”) supply;
−Removed: (iv) our ability to have third party manufacturers manufacture our products and our ability to manufacture DEFINITY in our in-house manufacturing facility;
−Removed: (v) our ability to successfully launch PYLARIFY AI as a commercial product;
−Removed: (vi) the continuing impact of the global COVID-19 pandemic on our business, supply chain, financial condition and prospects;
−Removed: (vii) the efforts and timing for clinical development and regulatory approval of our product candidates and new clinical applications and territories for our products, in each case, that we may develop, including 1095 and NM-01, or that our strategic partners may develop, including piflufolastat F 18 in Europe and flurpiridaz fluorine-18 (“F 18”);
−Removed: (viii) our ability to identify and acquire or in-license additional diagnostic and therapeutic product opportunities in oncology and other strategic areas;
−Removed: and (ix) the potential reclassification by the FDA of certain of our products and product candidates from drugs to devices with the expense, complexity and potentially more limited competitive protection such reclassification could cause.
+Added: (i) continued market expansion and penetration for our established commercial products, particularly PYLARIFY and DEFINITY, in the face of competition;
+Added: (ii) our ability to have third parties manufacture our products and our ability to manufacture DEFINITY in our in-house manufacturing facility;
+Added: (iii) the global availability of Molybdenum-99 (“Mo-99”) and other raw material and key components;
+Added: (iv) the efforts and timing for clinical development, regulatory approval and successful commercialization of our product candidates and new clinical applications and territories for our products, in each case, that we or our strategic partners may undertake;
+Added: (v) our strategies, future prospects, and our projected growth, including revenue related to our collaboration agreements with POINT Biopharma Global Inc.
+Added: (vi) our ability to successfully continue existing clinical development partnerships using MK-6240 as a research tool and to further develop and commercialize such research tool;
+Added: and (vii) our ability to identify and acquire or in-license additional diagnostic and therapeutic product opportunities in oncology and other strategic areas.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions.
20 unchanged sentences
“Risk Factors” in this Quarterly Report on Form 10-Q.
−Removed: We are an established leader and fully integrated provider committed to improving patient outcomes through diagnostics, radiotherapeutics and artificial intelligence solutions that enable clinicians to Find, Fight and Follow disease.
+Added: With more than 65 years of experience in delivering life-changing science, we are committed to deliver better patient outcomes and improve lives through diagnostics, radiotherapeutics and artificial intelligence solutions that enable clinicians to Find, Fight and Follow disease.
We classify our products in three categories:
−Removed: precision diagnostics, radiopharmaceutical oncology, and strategic partnerships and other revenue.
−Removed: Our leading precision diagnostic products assist healthcare professionals (“HCPs”) Find and Follow diseases in non-oncologic conditions.
−Removed: Our radiopharmaceutical oncology diagnostics and therapeutics help HCPs Find, Fight and Follow cancer.
−Removed: Our strategic partnerships and other revenue category focuses on facilitating precision medicine through the use of biomarkers, artificial intelligence solutions and radiotherapeutic platforms, and also includes royalty revenue from our license of RELISTOR.
−Removed: Our commercial products are used by cardiologists, urologists, oncologists, internal medicine physicians, nuclear medicine physicians, radiologists, sonographers and technologists working in a variety of clinical settings.
−Removed: We believe that our diagnostic products provide improved diagnostic information that enables HCPs to better detect and characterize, or rule out, disease, with the potential to achieve better patient outcomes, reduce patient risk and limit overall costs for payors and throughout the healthcare system.
−Removed: We produce and market our products throughout the United States (the “U.S.”), selling primarily to clinics, group practices, hospitals, integrated delivery networks, and radiopharmacies.
+Added: Radiopharmaceutical Oncology, Precision Diagnostics, and Strategic Partnerships and Other Revenue.
+Added: Our Radiopharmaceutical Oncology diagnostics and therapeutics help healthcare professionals (“HCPs”) Find, Fight and Follow cancer.
+Added: Our leading Precision Diagnostic products assist HCPs to Find and Follow diseases, with a focus in cardiology.
+Added: Our Strategic Partnerships focus on enabling precision medicine through the use of biomarkers, digital solutions and pharma services platforms, and includes our license of RELISTOR to Bausch Health Companies, Inc.
+Added: Our commercial products are used by oncologists, urologists, nuclear medicine physicians, cardiologists, sonographers, technologists, radiologists, and internal medicine physicians working in a variety of clinical settings.
+Added: We believe that our diagnostic products provide improved information that enables HCPs to better detect and characterize, or rule out, disease, with the potential to achieve better patient outcomes, reduce patient risk and limit overall costs throughout the healthcare system.
+Added: We produce and market our products throughout the U.S., selling primarily to hospitals, independent diagnostic testing facilities, government facilities, integrated delivery networks, radiopharmacies, clinics, and group practices.
We sell our products outside the U.S.
through a combination of direct distribution in Canada and third party distribution relationships in Europe, Canada, Australia, Asia-Pacific, Central America and South America.
−Removed: Our headquarters are located in North Billerica, Massachusetts, with additional offices in Somerset, New Jersey;
+Added: Our executive offices are located in Bedford, Massachusetts, with additional offices in North Billerica, Massachusetts;
+Added: Somerset, New Jersey;
Montreal, Canada and Lund, Sweden.
+Added: Recent Developments
+Added: Exclusive License for PNT2002 and PNT2003
+Added: On December 20, 2022, we announced the closing of a set of strategic collaborations with POINT Biopharma Global Inc.
+Added: (“POINT”), in which we were granted a license to exclusive worldwide rights (excluding Japan, South Korea, China (including Hong Kong, Macau and Taiwan), Singapore and Indonesia) to co-develop and commercialize POINT’s PNT2002 and PNT2003 product candidates.
+Added: With respect to PNT2002, POINT is generally responsible for funding and development activities required for FDA approval, including generating all clinical and nonclinical data, analysis and other information, and we are responsible for preparing for and seeking regulatory approval, as well as performing and funding all future development and commercialization following such approval.
+Added: POINT will be responsible for all manufacturing of PNT2002, subject to certain exceptions described in the PNT2002 License Agreement.
+Added: With respect to PNT2003, POINT is responsible for curating all data, analysis and other information necessary for regulatory approval, and supporting us in the preparation of regulatory filings, and we are responsible for preparing for and seeking regulatory approval of all such applications, as well as performing and funding all future development and commercialization following such approval.
+Added: POINT will be responsible for all manufacturing of PNT2003, subject to certain exceptions described in the PNT2003 License Agreement.
+Added: For more information, see Note 19, “Acquisition of Assets” in our consolidated financial statements included herein.
+Added: Acquisition of Cerveau Technologies, Inc.
+Added: On February 6, 2023, we announced that we acquired Cerveau.
+Added: Cerveau’s asset is MK-6240, a second-generation F 18-labeled PET imaging agent that targets Tau tangles in Alzheimer’s disease.
+Added: Under the terms of the agreement, we paid the Selling Stockholders an upfront payment of $35 million and potentially will pay additional development and commercial milestone payments.
+Added: Additionally, we will pay double-digit royalty payments for research revenue and commercial sales.
+Added: Research revenue is derived from existing partnerships with pharmaceutical companies that use MK-6240 in clinical trials and includes milestone and dose-related payments.
+Added: Pursuant to the terms of the stock purchase agreement pursuant to which we purchased Cerveau, certain members of the Selling Stockholders will also provide transition and clinical development services for a prescribed time following the closing of the transaction.
+Added: For more information, see Note 19, “Acquisition of Assets” in our consolidated financial statements included herein.
+Added: Refinancing of 2019 Facility
+Added: In December 2022, we refinanced our existing credit facility, consisting of (i) a $200.0 million five-year term loan facility (the “2019 Term Facility”) and (ii) a $200.0 million five-year revolving credit facility (the “2019 Revolving Facility” and, together with the 2019 Term Facility, the “2019 Facility”), with a new $100.0 million delayed draw term loan facility (the “2022 Term Facility” and, the loans thereunder, the “Term Loans”) and a new $350.0 million five-year revolving credit facility (the “2022 Revolving Facility” and, together with the 2022 Term Facility, the “2022 Facility”).
+Added: While the 2022 Term Facility allowed for a delayed draw term loan, the loan was not drawn upon.
+Added: We recorded a loss on extinguishment of debt of $0.6 million related to the write-off of unamortized debt issuance costs and debt discounts associated with the 2019 Term Facility.
+Added: In addition, we incurred and capitalized $2.7 million of new deferred financing costs related to the refinancing.
+Added: Issuance of Convertible Notes
+Added: On December 8, 2022, we issued $575.0 million in aggregate principal amount of 2.625% Convertible Senior Notes due 2027, which includes $75.0 million in aggregate principal amount of the Notes sold pursuant to the full exercise of the initial purchasers’ option to purchase additional Notes.
+Added: The Notes were issued under an indenture, dated as of December 8, 2022 (the “Indenture”), among the Company, LMI, as Guarantor, and U.S.
+Added: Bank Trust Company, National Association, as Trustee.
+Added: The net proceeds from the issuance of the Notes were approximately $557.8 million, after deducting the initial purchasers’ discounts and offering expenses payable by us.
Key Factors Affecting Our Results
−Removed: Our business and financial performance have been, and continue to be, affected by the following:
−Removed: PYLARIFY, Ongoing Commercial Launch and Revenue Growth
−Removed: On May 27, 2021, we announced that the FDA had approved PYLARIFY, an F 18-labeled PET imaging agent targeting prostate-specific membrane antigen (“PSMA”).
−Removed: PYLARIFY is a product in our radiopharmaceutical oncology product category.
−Removed: We commercially launched PYLARIFY in the U.S.
+Added: Our business and financial performance have been, and continue to be, impacted by the following:
+Added: Continued Growth of PYLARIFY
+Added: PYLARIFY, an F 18-labeled PET imaging agent targeting prostate-specific membrane antigen (“PSMA”), was approved by the FDA in May 2021 and commercially launched in the U.S.
in June 2021.
−Removed: PYLARIFY is a radioactive diagnostic agent indicated for PET imaging of PSMA-positive lesions in men with prostate cancer with suspected metastasis who are candidates for initial definitive therapy and with suspected recurrence based on elevated serum prostate-specific antigen (“PSA”) levels.
−Removed: PYLARIFY works by binding to PSMA, a protein that is overexpressed on the surface of more than 90% of primary and metastatic prostate cancer cells.
−Removed: PYLARIFY works with PET/computed tomography (“CT”) technology to produce a combined PET/CT scan that enables the reader of the PET/CT scan to detect and locate the disease.
−Removed: According to the American Cancer Society, prostate cancer is the second most common cancer in American men -- one in eight American men will be diagnosed with prostate cancer in their lifetimes and over 3.0 million American men are living with prostate cancer today.
−Removed: Based on estimates from third party sources regarding the incidence of prostate cancer in men in the U.S., we believe the market potential for all PSMA PET imaging agents in the U.S.
−Removed: could be up to 250,000 annual scans, comprised of 90,000 scans for patients with intermediate unfavorable or high/very high risk of suspected metastases of prostate cancer;
−Removed: 130,000 scans for patients with suspected recurrence of prostate cancer;
−Removed: and 30,000 scans for patients with metastatic castration-resistant prostate cancer (“mCRPC”) who may be under consideration for PSMA-targeted therapy for the treatment of adult patients with PSMA-positive mCRPC who have already been treated with other anticancer treatments (androgen receptor pathway inhibition and taxane-based chemotherapy).
−Removed: However, because we are still early in the commercialization of PYLARIFY, we can give no assurance as to how clinical practice may evolve or our ultimate market penetration.
−Removed: In March 2022, we announced a strategic collaboration with Novartis to include PYLARIFY in prostate cancer trials with Pluvicto, Novartis’ recently approved PSMA-targeted therapeutic.
−Removed: As part of the agreement with Novartis, we will supply PYLARIFY
−Removed: for the selection of patients with prostate cancer for the trials, and Novartis will provide all PYLARIFY-related clinical imaging data to us.
−Removed: In addition, the National Comprehensive Cancer Center updated its guidelines and the Society for Nuclear Medicine and Molecular Imaging updated its appropriate use criteria earlier this year, both noting that PSMA PET imaging agents, including PYLARIFY, can be used for patient selection for PSMA-targeted radioligand therapy.
−Removed: Upon commercial launch in June 2021, PYLARIFY was immediately available in select parts of the U.S.
−Removed: Over the course of the remainder of 2021 and into 2022, PYLARIFY availability expanded into additional regions and is now broadly available nationwide.
−Removed: We continue to expand the U.S.
−Removed: footprint for PYLARIFY with new PMFs, increased capacity at existing PMFs and added redundancy in key geographic areas, while broadening our customer base and market access coverage to serve our customers and the U.S.
−Removed: prostate cancer community.
−Removed: The commercial launch of PYLARIFY has been complex and expensive.
−Removed: Throughout 2021, we hired additional employees to assist us with the commercialization of PYLARIFY, including in sales, marketing, reimbursement, quality and medical affairs.
−Removed: To manufacture PYLARIFY, we assembled and qualified a nationwide network of PMFs with radioisotope-producing cyclotrons that make F 18, which has a 110-minute half-life, so PYLARIFY is manufactured and distributed rapidly to end-users.
−Removed: After being made on a cyclotron at a PMF, the F 18 is then combined with certain chemical ingredients in specially designed chemistry synthesis boxes to manufacture PYLARIFY.
−Removed: The finished PYLARIFY is then quality control tested and transferred to a radiopharmacist who prepares and dispenses patient-specific doses of the final product.
−Removed: Because each of the PMFs manufacturing these products is deemed by the FDA to be a separate manufacturing site, each has to be separately approved by the FDA.
−Removed: Although PYLARIFY is now broadly available nationwide and we continue to seek qualification for additional PMFs, we can give no assurance that the FDA will continue to approve PMFs in accordance with our planned roll-out schedule.
−Removed: If FDA approval of manufacturing sites is delayed or withdrawn, our future business, results of operations, financial condition and cash flows could be adversely affected.
−Removed: In addition to the network of PMFs, we have also been working with academic medical centers in the U.S.
−Removed: that have radioisotope-producing cyclotrons and which have expressed an interest in manufacturing PYLARIFY.
−Removed: For this initiative, we enter into a fee-for-service arrangement under which the academic medical center’s PMF manufactures and supplies batches of PYLARIFY, and its radiopharmacy prepares patient-ready unit doses, in each case for and on behalf of us.
−Removed: We then sell those unit doses to the academic medical center’s hospitals and clinics, and in some instances, to additional customers in the academic medical center’s geographic area, in each case, under separate purchase agreements.
−Removed: The academic medical center’s PMF’s ability to manufacture and supply batches of PYLARIFY is subject to FDA approval, and we can give no assurance that the FDA will approve such PMFs in accordance with our planned roll-out schedule.
−Removed: Our commercial launch also required obtaining adequate coding, coverage and payment for PYLARIFY, including not only coverage from Medicare, Medicaid and other government payors, as well as private payors, but also appropriate payment levels, to adequately cover our customers’ costs of using PYLARIFY in PSMA PET/CT imaging procedures.
+Added: In March 2022, we announced a strategic collaboration with Novartis to include PYLARIFY in prostate cancer trials with PLUVICTO, Novartis’ PSMA-targeted therapeutic.
+Added: In addition, in 2022, we entered into an agreement with Curium to add PYLARIFY to its PSMA-targeted therapeutic clinical trial referred to by Curium as ECLIPSE.
+Added: Both of these collaborations, as well as other collaborations using PYLARIFY are described further under Part I, Item 1.
+Added: “Business - Strategic Partnerships and Other Revenue – Oncology.” in our Annual Report on Form 10-K for the year ended December 31, 2022.
+Added: Also, during 2022, the National Comprehensive Cancer Center updated its guidelines and the Society for Nuclear Medicine and Molecular Imaging updated its appropriate use criteria, both noting that PSMA PET imaging agents, including PYLARIFY, can be used for patient selection for PSMA-targeted radioligand therapy.
+Added: Throughout 2021 and 2022, we hired additional employees to assist us with the commercialization of PYLARIFY, including in sales, marketing, reimbursement, quality and medical affairs.
+Added: In addition to our network of PET manufacturing facilities (“PMFs”), we partnered with academic medical centers in the U.S.
+Added: that have radioisotope-producing cyclotrons who have expressed an interest in manufacturing PYLARIFY.
+Added: Our commercial launch required obtaining necessary market access which included, but was not limited to, adequate coding, coverage and payment for PYLARIFY, including coverage from Medicare, Medicaid and other government payors, as well as private payors.
We received notification that our Healthcare Procedure Coding System (“HCPCS”) code, which enables streamlined billing, went into effect as of January 1, 2022.
In addition, effective January 1, 2022, the Centers for Medicare and Medicaid Services (“CMS”) granted Transitional Pass-Through Payment Status in the hospital outpatient setting (“TPT Status”) for PYLARIFY, enabling traditional Medicare to provide an incremental payment for PET/CT scans performed with PYLARIFY in that setting.
−Removed: TPT Status for PYLARIFY is expected to expire on December 31, 2024.
−Removed: After TPT Status expires, under current Medicare rules, PYLARIFY, similar to other diagnostic radiopharmaceuticals, would not be separately reimbursed in the hospital outpatient setting, but rather would be included as part of the facility fee a hospital otherwise receives for a PET/CT imaging procedure, and the facility fee does not always adequately cover the total cost of the procedure.
−Removed: We can give no assurance that any CMS reimbursement in the hospital outpatient setting that follows the expiration of TPT Status will be adequate to cover the cost of a PYLARIFY PET/CT imaging procedure.
−Removed: The successful growth of PYLARIFY is also dependent on our ability to establish PYLARIFY as a leading PSMA PET imaging agent in an increasingly competitive environment in which other PSMA PET imaging agents have been approved and additional ones are in development.
−Removed: PYLARIFY’s competition is primarily two commercially available gallium-68-based PSMA imaging agents, as well as other non-PSMA-based imaging agents.
−Removed: We also could face potential competition from an F 18 PSMA PET imaging agent currently under review by the FDA.
−Removed: To the extent we lose market share to existing or future competitors, such loss of market share could have an adverse impact on our future business, results of operations, financial condition and cash flows.
−Removed: Moreover, because we are still early in the commercialization of PYLARIFY, we can give no assurance as to how clinical practice may evolve or our ultimate market penetration or market share.
−Removed: We actively pursue patents in connection with PYLARIFY, both in the U.S.
−Removed: and internationally.
−Removed: for PYLARIFY, we have four Orange Book-listed patents, including composition of matter patents, the last of which expires in 2037.
−Removed: Outside of the U.S., we have and are currently pursuing additional PYLARIFY patents to obtain similar patent protection as in the U.S.
−Removed: In connection with the Progenics Acquisition in June 2020, we issued to the Progenics stockholders at the time the transaction was consummated CVRs entitling them to receive a pro rata share of aggregate cash payments equal to 40% of U.S.
−Removed: generated by PYLARIFY in 2022 and 2023 in excess of $100.0 million and $150.0 million, respectively.
−Removed: In no event will our aggregate payment obligations in respect of the CVRs, together with any other non-stock consideration treated as paid in connection with the Progenics Acquisition, exceed 19.9% of the total consideration we paid in the Progenics Acquisition.
−Removed: Based on our 2022 PYLARIFY net sales, we believe that all of our aggregate payment obligations under the CVRs (which we currently estimate will be approximately $99.7 million) will become payable in the first half of 2023.
−Removed: PYLARIFY AI Clearance and Use
−Removed: During 2021, we also announced that our subsidiary, EXINI, was granted 510(k) clearance by the FDA in the U.S.
−Removed: and received CE marking in Europe for aPROMISE.
+Added: TPT Status for PYLARIFY could expire on December 31, 2024.
+Added: The successful growth of PYLARIFY is dependent on our ability to sustain PYLARIFY as the leading PSMA PET imaging agent in an increasingly competitive environment in which other PSMA PET imaging agents have been approved and additional ones are in development.
+Added: PYLARIFY’s competition is primarily two commercially available gallium-68-based PSMA imaging agents and other non-PSMA-based imaging agents, commonly referred to as conventional imaging.
+Added: We also could face potential competition from an F 18 PSMA PET imaging agent.
+Added: In connection with the acquisition of Progenics in June 2020, we issued CVRs tied to the financial performance of PYLARIFY.
+Added: Each CVR entitles its holder to receive a pro rata share of aggregate cash payments equal to 40% of U.S.
+Added: net sales generated by
+Added: PYLARIFY in 2022 and 2023 in excess of $100.0 million and $150.0 million, respectively, but not to exceed, in the aggregate, 19.9% of the total consideration we paid in the acquisition of Progenics.
+Added: Based on our 2022 PYLARIFY net sales, we determined that the aggregate payment obligation under the CVRs was $99.7 million, which is the maximum amount payable under the CVRs.
+Added: We expect to make that payment during the second quarter of 2023 in full satisfaction of the CVRs.
+Added: PYLARIFY AI Use
+Added: During 2021, we announced that EXINI was granted 510(k) clearance by the FDA in the U.S.
+Added: and received European Conformity Marking (“CE marking”) in Europe for aPROMISE.
We commercially launched aPROMISE under the name PYLARIFY AI in the U.S.
4 unchanged sentences
This image segmentation enables automated localization, detection and quantification of potential PSMA-avid lesions in a PSMA PET/CT image, which data is then incorporated into the reporting system used by physicians.
−Removed: Anticipated Continued Growth of DEFINITY and Expansion of Our Ultrasound Microbubble Franchise
−Removed: We believe the market opportunity for our microbubble ultrasound enhancing agent, DEFINITY, continues to be significant and that DEFINITY sales will continue to grow in the future, subject to the challenges discussed in “COVID-19 Pandemic and Other Challenges” below.
−Removed: As we continue to educate the physician and healthcare provider community about the benefits and risks of DEFINITY, we believe we will be able to continue to grow the appropriate use of DEFINITY in suboptimal echocardiograms.
−Removed: market with three echocardiography ultrasound enhancing agents approved by the FDA, we estimate that DEFINITY continues to hold over 80% of the market.
−Removed: As we continue to pursue expanding our microbubble franchise, our activities include:
+Added: Continued Growth of DEFINITY
+Added: As we continue to educate the physician and healthcare provider community about the benefits and risks of DEFINITY, we believe we will be able to continue to grow the appropriate use of DEFINITY through growth in the total addressable market as well as instances where there are suboptimal echocardiograms.
+Added: market with three echocardiography ultrasound enhancing agents approved by the FDA, we estimate that DEFINITY will continue to hold approximately 80% market share.
+Added: As we continue to expand our microbubble franchise, our activities include:
• Patents - We continue to actively pursue additional patents in connection with DEFINITY and DEFINITY RT, both in the U.S.
and internationally.
−Removed: for DEFINITY, we have five Orange Book-listed method of use patents, one of which expires in 2035 and four of which expire in 2037, as well as additional manufacturing patents that are not Orange Book-listed expiring in 2023 and 2037.
−Removed: for DEFINITY RT, we have six Orange Book-listed patents, including a composition of matter patent which expires in 2035.
−Removed: Outside of the U.S., we have and are currently pursuing additional DEFINITY and DEFINITY RT patents to obtain similar patent protection as in the U.S.
−Removed: The Orange Book-listed patents include a patent on the use of VIALMIX RFID which expires in 2037;
−Removed: we have submitted additional VIALMIX RFID patent applications in major markets throughout the world.
−Removed: Hatch-Waxman Act - Even though our longest duration Orange Book-listed DEFINITY patent extends until March 2037, because our Orange Book-listed composition of matter patent expired in June 2019, we may face generic DEFINITY challengers in the near to intermediate term.
−Removed: Under the Hatch-Waxman Act, the FDA can approve Abbreviated New Drug Applications (“ANDAs”) for generic versions of drugs if the ANDA applicant demonstrates, among other things, that (i) its generic candidate is the same as the innovator product by establishing bioequivalence and providing relevant chemistry, manufacturing and product data, and (ii) either the marketing of that generic candidate does not infringe the Orange Book-listed patent(s) or the Orange Book-listed patent(s) is invalid.
−Removed: Similarly, the FDA can approve a Section 505(b)(2) New Drug Application (“505(b)(2)”) from an applicant that relies on some of the information required for marketing approval to come from studies which the applicant does not own or have a legal right of reference.
−Removed: With respect to the Orange Book-listed patent(s) covering an innovator product, the ANDA applicant or the Section 505(b)(2) applicant (if relying on studies related to the innovator product) (together, the “Applicant”) must give a notice (a “Notice”) to the innovator of its certification that its generic candidate will not infringe the innovator’s Orange Book-listed patent(s) or that the Orange Book-listed patent(s) is invalid.
−Removed: The innovator can then file suit against the Applicant within 45 days of receiving the Notice, and FDA approval to commercialize the generic candidate will be stayed (that is, delayed) for up to 30 months (measured from the date on which a Notice is received) while the patent dispute between the innovator and the Applicant is resolved in court.
−Removed: The 30-month stay could potentially expire sooner if the courts determine that no infringement had occurred or that the challenged Orange Book-listed patent is invalid or if the parties otherwise settle their dispute.
−Removed: As of the date of filing of this Quarterly Report on Form 10-Q, we have not received any Notice from an Applicant.
−Removed: If we were to (i) receive any such Notice in the future, (ii) bring a patent infringement suit against the Applicant within 45 days of receiving that Notice, and (iii) successfully obtain the full 30-month stay, then the Applicant would be precluded from commercializing a generic version of DEFINITY prior to the expiration of that 30-month stay and, potentially, thereafter, depending on how the patent dispute is resolved.
−Removed: Solely by way of example and not based on any knowledge we currently have, if we received a Notice from an Applicant in November 2022 and the full 30-month stay were obtained, then the
−Removed: Applicant would be precluded from commercialization until at least May 2025.
−Removed: If we received a Notice some number of months in the future and the full 30-month stay were obtained, the commercialization date would roll forward in the future by the same number of months.
−Removed: In the event a 505(b)(2) applicant does not rely on studies related to the innovator product, the 30-month stay would not apply, but additional clinical studies may be required.
−Removed: • DEFINITY RT - DEFINITY RT became commercially available in the fourth quarter of 2021.
−Removed: A modified formulation of DEFINITY that allows both storage and shipment at room temperature, DEFINITY RT provides clinicians an additional choice and allows for greater utility of this formulation in broader clinical settings.
+Added: for DEFINITY, we have six Orange Book-listed method of use patents, one of which expires in 2035 and five of which expire in 2037, as well as additional manufacturing patents that are not Orange Book-listed expiring in 2037.
+Added: • DEFINITY RT - The formulation of DEFINITY that we have branded as DEFINITY RT became commercially available in the fourth quarter of 2021.
+Added: DEFINITY RT allows both storage and shipment at room temperature and provides clinicians an additional choice and allows for greater utility of this formulation in broader clinical settings.
Given its physical characteristics, we believe DEFINITY RT is also well-suited for inclusion in kits requiring microbubbles for other indications and applications (including in kits developed by third parties of the type described in the paragraph entitled Microbubble Franchise below).
−Removed: • VIALMIX RFID – VIALMIX RFID, our next-generation activation device designed specifically for both DEFINITY and DEFINITY RT, became commercially available in the fourth quarter of 2021.
−Removed: The activation rate and time are controlled by VIALMIX RFID through the use of radio-frequency identification technology (“RFID”) to ensure reproducible activation of DEFINITY and DEFINITY RT.
−Removed: The RFID tag, which is affixed to the vial label, enables the DEFINITY or DEFINITY RT vial to be appropriately activated with the VIALMIX RFID activation device.
+Added: • VIALMIX RFID – DEFINITY is activated through the use of medical devices branded as VIALMIX and VIALMIX RFID.
+Added: The activation rate and time are controlled by VIALMIX RFID through the use of radio-frequency identification technology (“RFID”) to ensure reproducible activation of DEFINITY.
+Added: The RFID tag, which is affixed to the vial label, enables the DEFINITY vial to be appropriately activated with the VIALMIX RFID activation device.
+Added: Expansion of Strategic Partnerships and Other Revenue
+Added: We continue to seek ways to further increase the overall value of our portfolio of products and product candidates.
+Added: We are evaluating a number of different opportunities to collaborate, in-license or acquire additional products, product candidates, businesses and technologies to drive our future growth.
+Added: In particular, we are focused on late-stage diagnostic and therapeutic product opportunities in oncology and other strategic areas that will complement our existing portfolio.
+Added: Our Strategic Partnerships and Other Revenue category includes our Strategic Partnerships, Pharma Services and Digital Solutions businesses and is focused on enabling precision medicine with biomarkers and digital solutions.
+Added: • Strategic Partnerships – We seek to monetize our assets through our Strategic Partnerships business, by optimizing core assets geographically and by driving value through non-core assets.
+Added: For example, with respect to PYLARIFY, we have licensed the development and commercialization rights of that imaging agent in Europe to Curium.
+Added: Similarly, we licensed the commercialization rights for RELISTOR to Bausch and the commercialization rights for flurpiridaz fluorine-18 to GE Healthcare Limited.
+Added: • Pharma Services – We use our Pharma Services business to offer our Biomarkers and Microbubble Platforms to pharmaceutical and start-up companies to support their research and development of therapeutic drugs and devices.
+Added: The strategic goal of our Pharma Services business is to gain early access to innovation, de-risk the development, data generation and co-funding of our pipeline through collaborations, embed our technologies in the clinical ecosystem and establish the clinical utility of product candidates and research tools in our pipeline.
+Added: Our Biomarkers are intended to support patient
+Added: selection and the monitoring of disease progression, primarily with respect to different oncological diseases.
+Added: For example, piflufolastat F 18 is currently being used by Curium, Novartis, POINT and Regeneron in those companies’ prostate cancer therapeutic drug development programs.
+Added: Our acquisition of Cerveau in February 2023 added MK-6240 to our biomarker portfolio.
+Added: MK-6240 is currently being used in more than sixty academic and industry clinical trials for several late-stage Alzheimer’s disease therapeutic candidates being developed by more than sixteen pharmaceutical companies.
+Added: In addition, we continue to expand our Microbubble Platform.
+Added: In December 2022, we announced a strategic collaboration with SonoThera, Inc.
+Added: (“SonoThera”), which will use our microbubbles in combination with SonoThera’s ultrasound-guided, non-viral, gene therapy platform and treatments.
+Added: We also have additional collaborations with other partners that are generally designed to include our microbubble as part of a kit used with our partner’s medical device for therapeutic applications.
+Added: In these collaborations, our microbubble is intended to be used as a vehicle to deliver a therapeutic drug.
+Added: • Digital Solutions – Our Digital Solutions are designed to enhance imaging value and the throughput, reproducibility and reliability of image analysis, as well as to inform treatment selection and response to therapy.
+Added: Our digital solutions include aPROMISE and aBSI (as defined below).
+Added: aPROMISE, which is currently sold as PYLARIFY AI in the U.S., is artificial intelligence medical device software that is designed to allow healthcare professionals and researchers to perform standardized quantitative assessment of PSMA PET/CT images in prostate cancer, including those images obtained by using PYLARIFY.
+Added: Automated Bone Scan Index (“aBSI”) automatically calculates the disease burden of prostate cancer by detecting and classifying bone scan tracer uptakes as metastatic or benign lesions using an artificial neural network.
+Added: aBSI is FDA cleared and CE marked.
+Added: The software is currently used as one of the correlative objectives of the DORA trial, an open-labeled, randomized, Phase III study of docetaxel versus docetaxel in combination with radium-223 (Ra-223) in subjects with metastatic castration-resistant prostate cancer.
+Added: We offer our Digital Solutions to HCPs for clinical use and to pharmaceutical companies for development purposes, and in some cases, we also obtain clinical imaging data that we may use to further develop artificial intelligence solutions.
Global Mo-99 Supply
We currently have Mo-99 supply agreements with Institute for Radioelements (“IRE”), running through December 31, 2023, with auto-renewal provisions that are terminable upon notice of non-renewal, and with NTP Radioisotopes (“NTP”), acting for itself and on behalf of its subcontractor, the Australian Nuclear Science and Technology Organisation (“ANSTO”), running through December 31, 2024.
−Removed: Although we have a globally diverse Mo-99 supply with IRE in Belgium, NTP in South Africa, and ANSTO in Australia, we still face supplier and logistical challenges in our Mo-99 supply chain.
+Added: Although we have the most globally diverse Mo-99 supply chain with IRE in Belgium, NTP in South Africa, and ANSTO in Australia, we still face supplier and logistical challenges in our Mo-99 supply chain.
When one supplier experiences outages, we generally rely on Mo-99 supply from the other suppliers to limit the impact of the outages.
We believe we effectively manage these various supply chain challenges, but depending on reactor and processor schedules and operations, at times we have not been able to fill some or all of the demand for our TechneLite generators on certain manufacturing days.
−Removed: A prolonged disruption of service from one of our three Mo-99 processing sites or one of their main Mo-99-producing reactors could have a substantial negative effect on our business, results of operations, financial condition and cash flows.
+Added: A prolonged disruption of service from one of our three Mo-99 processing sites or one of their main Mo-99-producing reactors could have a negative effect on our business, results of operations, financial condition and cash flows.
To augment our current supply of Mo-99, we have a strategic arrangement with SHINE Medical Technologies LLC (“SHINE”) for the future supply of Mo-99.
1 unchanged sentence
The term of this arrangement provides for three years of supply of Mo-99.
−Removed: However, we cannot assure you that SHINE will be able to produce commercial quantities of Mo-99 for our business, or that SHINE, together with our current suppliers, will be able to deliver a sufficient quantity of Mo-99 to meet our needs.
+Added: However, we cannot provide assurance that SHINE will be able to produce commercial quantities of Mo-99 for our business, or that SHINE, together with our current suppliers, will be able to deliver a sufficient quantity of Mo-99 to meet our needs.
Inventory Supply
−Removed: We obtain a substantial portion of our imaging agents from a third party supplier.
−Removed: Jubilant HollisterStier (“JHS”) is currently a significant supplier of DEFINITY and our sole source manufacturer of NEUROLITE, Cardiolite and evacuation vials, the latter being an ancillary component for our TechneLite generators.
−Removed: On February 23, 2022, our wholly-owned subsidiary, LMI, entered into a Manufacturing and Supply Agreement (the “MSA”) with JHS, effective as of February 23, 2022, pursuant to which JHS will manufacture, and LMI will purchase, DEFINITY, NEUROLITE, Cardiolite and evacuation vial products.
+Added: We obtain a substantial portion of our Precision Diagnostics from a third party supplier.
+Added: Jubilant HollisterStier (“JHS”) is currently a significant supplier of DEFINITY and our sole source manufacturer of select other products.
+Added: On February 23, 2022, LMI entered into a Manufacturing and Supply Agreement (the “MSA”) with JHS, effective as of February 23, 2022, pursuant to which JHS will manufacture, and LMI will purchase, DEFINITY and select other products.
The new MSA supersedes all of the prior agreements of the parties.
The initial term of the MSA runs through December 31, 2027 and can be further extended by mutual agreement of the parties.
−Removed: The MSA requires LMI to purchase from JHS specified percentages of its total requirements for DEFINITY, as well as specified quantities of NEUROLITE, Cardiolite and evacuation vial products, each year during the contract term.
+Added: The MSA requires LMI to purchase from JHS specified percentages of its total requirements for DEFINITY, as well as specified quantities of select other products, each year during the contract term, except to the extent that LMI has the right to withhold payment for defective product and cancel orders for untimely delivery without penalty.
Either party can terminate the MSA upon the occurrence of certain events, including the material breach or bankruptcy of the other party.
In addition to JHS, we rely on Samsung BioLogics as our sole source manufacturer of DEFINITY RT.
−Removed: In 2021, we completed the construction of a specialized in-house manufacturing facility at our North Billerica campus to produce DEFINITY and, potentially, other sterile vial products.
−Removed: On February 22, 2022, we received FDA approval of our supplemental new drug application authorizing commercial manufacturing of DEFINITY at our new facility, and inventory that we had previously manufactured at this facility became commercially saleable.
+Added: In 2021, we completed the construction of a specialized in-house manufacturing facility at our North Billerica campus to produce DEFINITY.
+Added: On February 22, 2022, we received FDA approval of our supplemental new drug application authorizing commercial manufacturing of DEFINITY at our new facility.
We believe this facility will allow us to better manage DEFINITY manufacturing and inventory, reduce our costs in a potentially more price competitive environment, and provide us with supply chain redundancy.
Radiopharmaceuticals are decaying radioisotopes with half-lives ranging from a few hours to several days.
−Removed: Radiopharmaceutical finished goods cannot be kept in inventory because of their limited shelf lives and are subject to just-in-time manufacturing,
−Removed: processing and distribution, which takes place at our facilities in North Billerica, Massachusetts and Somerset, New Jersey, as well as at our PMF partner manufacturing facilities across the U.S.
−Removed: COVID-19 Pandemic and Other Challenges
−Removed: The global COVID-19 pandemic has had, and could still have, a future negative impact on our business, particularly if there are additional resurgences as a result of new variants of the virus that further increase its communicability or its impact on certain populations, geographic regions and the healthcare system, including elective procedures and hospital access.
−Removed: In addition, our business has been impacted by hospital staffing challenges and a decline in the volume of certain procedures and treatments using our products.
−Removed: For example, we believe sales of DEFINITY during the third quarter of 2022 were impacted by ongoing staffing challenges for nurses at U.S.
−Removed: healthcare institutions, as well as there being fewer in-person U.S.
−Removed: cardiology visits during the quarter as compared to the third quarter of 2021.
+Added: Radiopharmaceutical finished goods, such as doses of PYLARIFY, AZEDRA and TechneLite generators cannot be kept in inventory because of their limited shelf lives and are subject to just-in-time manufacturing, processing and distribution, which takes place at our facilities in North Billerica, Massachusetts and Somerset, New Jersey, as well as at our PMF partner manufacturing facilities across the U.S.
Research and Development Expenses
2 unchanged sentences
• For PYLARIFY AI, our development of PYLARIFY AI resulted in a 510(k) clearance granted by the FDA in the third quarter of 2021 and an additional 510(k) clearance granted during the second quarter of 2022.
−Removed: • For 1095, we completed an interim analysis of the ARROW Phase 2 study in mCRPC patients in the fourth quarter of 2021 and continued that study without modifications.
−Removed: During the second quarter of 2022, we enrolled the last patient in this study.
−Removed: In total, 120 patients have been randomized -- 80 in the 1095 plus enzalutamide combination group and 40 in the enzalutamide alone group.
−Removed: This study is a multicenter, randomized, open-label, controlled Phase 2 clinical study evaluating the efficacy and safety of 1095, our PSMA-targeted I-131 therapeutic, in combination with enzalutamide compared to enzalutamide alone in patients with metastatic castration resistant prostate cancer who are PSMA-avid, chemotherapy naïve, and have progressed on abiraterone.
−Removed: The primary endpoint in this study is PSA response rate.
−Removed: Key secondary endpoints include time to radiographic free progression, progression free survival, and overall survival.
+Added: • For PNT2002 and PNT2003, we were granted a license to exclusive worldwide rights (excluding certain countries) for $260.0 million in upfront payments during the fourth quarter of 2022 and will potentially make additional payments as described below.
+Added: • For 1095, we enrolled the last patient in our ARROW Phase 2 study during the second quarter of 2022.
Patients in this study will be followed for one year after their first treatment for all efficacy endpoints and survival and safety data will be collected for an additional year.
−Removed: • For LMI 1195, we have decided not to make any further investment at this time based on recent feedback from the FDA that we would not be granted a pediatric voucher upon successful approval of the product.
−Removed: We are currently exploring alternative options for this asset.
−Removed: • We are also exploring additional lifecycle management opportunities for some of our current products, including AZEDRA.
+Added: • We are also exploring additional lifecycle management opportunities for some of our current products, including PYLARIFY.
+Added: Under the terms of the PNT2002 License Agreement, Lantheus Two, LLC paid POINT an upfront cash payment of $250.0 million, and could pay up to an additional $281.0 million in milestone payments upon the achievement of specified U.S.
+Added: regulatory milestones related to PNT2002.
+Added: POINT is also eligible to receive up to $1.3 billion in sales milestone payments upon the achievement of specified annual sales thresholds of PNT2002.
+Added: In addition, after Lantheus Two achieves $500.0 million in cumulative gross profit, POINT is eligible to receive royalty payments of twenty percent of net sales of PNT2002.
+Added: Prior to achieving that financial recoupment threshold, POINT is eligible to receive royalty payments of twenty percent on that portion of annual net sales of PNT2002 that generate annual gross profit in excess of specified levels.
+Added: Under the terms of the PNT2003 License Agreement, Lantheus Three, LLC paid POINT an upfront cash payment of $10.0 million, and could pay up to an additional $34.5 million in milestone payments upon the achievement of specified U.S.
+Added: regulatory milestones related to PNT2003.
+Added: POINT is also eligible to receive up to $275.0 million in sales milestone payments upon the achievement of specified annual sales thresholds of PNT2003.
+Added: In addition, POINT is eligible to receive royalty payments of fifteen percent of net sales of PNT2003.
Our investments in these additional clinical activities and lifecycle management opportunities will increase our operating expenses and impact our results of operations and cash flow, and we can give no assurances as to whether any of our clinical development candidates or lifecycle management opportunities will be successful.
−Removed: Strategic Partnerships, Collaborations, and other Initiatives
−Removed: We continue to seek ways to further increase the overall value of our portfolio of products and product candidates.
−Removed: We are evaluating a number of different opportunities to collaborate, in-license or acquire additional products, product candidates, businesses and technologies to drive our future growth.
−Removed: In particular, we are focused on late-stage diagnostic and therapeutic product opportunities in oncology and other strategic areas that will complement our existing portfolio.
−Removed: As we continue to pursue expanding our strategic partnerships, our Pharma Services activities and strategic partnerships in oncology include:
−Removed: • Prostate Cancer - We collaborate with pharmaceutical companies developing therapies and diagnostics in prostate cancer.
−Removed: ◦ In March 2022, we announced a collaboration with Novartis to include PYLARIFY in prostate cancer trials with Pluvicto.
−Removed: As part of the agreement with Novartis, we will provide PYLARIFY for the selection of patients with prostate cancer for the trials, and Novartis will provide all PYLARIFY related clinical imaging data to us.
−Removed: ◦ In January 2022, we announced a collaboration with the Prostate Cancer Clinical Trial Consortium (“PCCTC”), a premier multicenter clinical research organization that specializes in prostate cancer research.
−Removed: The intent of the strategic collaboration is to integrate our AI platform into PCCTC studies to advance the development and validation of novel AI-enabled biomarkers.
−Removed: ◦ In September 2021, we entered into a development and commercialization collaboration with RefleXion Medical, Inc.
−Removed: to evaluate the use of piflufolastat F 18 to enable real-time therapeutic guidance of biology-guided radiotherapy in prostate cancer using the RefleXion X1TM platform.
−Removed: ◦ Prior to 2021, we also entered into several other separate agreements, including with POINT Biopharma US Inc.
−Removed: (“POINT Biopharma”) and Regeneron Pharmaceuticals, Inc., under which we supply piflufolastat F 18 in connection with their clinical studies, and Curium, under which we licensed exclusive rights to Curium to develop and commercialize piflufolastat F 18 in Europe.
−Removed: In June 2022, Curium announced that it had submitted its marketing authorization application to the European Medicines Agency seeking approval for piflufolastat F 18 in Europe.
−Removed: In addition, in 2022, we entered into an agreement with Curium to add PYLARIFY to its U.S.
−Removed: Eclipse trial, a multi-center, open-label, randomized Phase 3 trial comparing the safety and efficacy of Curium’s PSMA-targeted therapeutic versus hormone therapy in patients with metastatic castration-resistant prostate cancer.
−Removed: PYLARIFY will be used to determine PSMA-avidity as part of patient selection.
−Removed: • Immuno-Oncology - In May 2019, we entered into a strategic collaboration and license agreement with NanoMab Technology Limited (“NanoMab”) , a privately-held biopharmaceutical company focused on the development of next generation radiopharmaceuticals for cancer precision medicine.
−Removed: In May 2022, we announced that the first patient had been dosed in a Phase 2 clinical trial of NM-01, a novel technetium-99m SPECT imaging agent that we are developing to assess PD-L1 expression in cancer cells.
−Removed: The Phase 2 clinical trial is an open-label, single-arm trial in non-small cell lung cancer patients.
−Removed: The primary endpoint is the assessment of PD-L1 expression in primary tumor and metastatic lesions by NM-01 compared to immunohistochemistry.
−Removed: Other objectives are aimed at quantifying intra- and inter-tumoral heterogeneity of PD-L1 expression by NM-01, as well as establishing correlations with other diagnostic procedures.
−Removed: The trial is being conducted by NanoMab at King’s College London and is expected to complete enrollment later in 2022.
−Removed: • Pan-Oncology - In March 2021, we acquired from Ratio Therapeutics LLC (previously Noria Therapeutics, Inc.) exclusive, worldwide rights to NTI-1309, an innovative imaging biomarker that targets fibroblast activation protein, an emerging target with broad potential imaging applicability and use in oncology.
−Removed: Upon further clinical development, we will assess options to bring NTI-1309 to market as a diagnostic or potentially a therapeutic product.
−Removed: Microbubble Franchise
−Removed: In addition, we continue to expand our microbubble franchise.
−Removed: In April 2021, we announced a strategic collaboration with Allegheny Health Network (“AHN”), which will use our microbubbles in combination with AHN’s ultrasound-assisted non-viral gene transfer technology for the development of a proposed treatment of xerostomia.
−Removed: Xerostomia is a lack of saliva production leading to dry mouth and has a variety of causes, including radiotherapy and chemotherapy, the chronic use of drugs and rheumatic and dysmetabolic diseases.
−Removed: Prior to 2021, we entered into microbubble collaborations with the following parties:
−Removed: (i) Cerevast Medical, Inc.
−Removed: (“Cerevast”), in which our microbubbles will be used in connection with Cerevast’s ocular ultrasound device to improve blood flow in occluded retinal veins in the eye;
−Removed: (ii) CarThera SAS, for the use of our microbubbles in combination with SonoCloud, a proprietary implantable device in development for the treatment of recurrent glioblastoma;
−Removed: and (iii) Insightec Ltd.
−Removed: (“Insightec”), which will use our microbubbles in connection with the development of Insightec’s transcranial guided focused ultrasound device for the treatment of glioblastoma as well as other neurodegenerative conditions.
−Removed: Flurpiridaz F 18
−Removed: In September 2022, we announced with our strategic partner GE Healthcare Limited (“GE Healthcare”) that the recent Phase III clinical trial of our investigational radiotracer, flurpiridaz F 18, had met its co-primary endpoints of exceeding a 60% threshold for both sensitivity and specificity for detecting coronary artery disease (“CAD”).
−Removed: The findings, shared at an American Society of Nuclear Cardiology conference, also demonstrated that cardiac PET imaging with flurpiridaz F 18 has higher diagnostic efficacy and image quality in patients with suspected CAD, compared with single photon emission computed tomography (“SPECT”) Myocardial Perfusion Imaging (“MPI”), the predominant procedure currently used in nuclear cardiology.
−Removed: We believe SPECT MPI represents approximately 6 million procedures per year in the U.S.
−Removed: Under a Collaboration and License Agreement we entered into with GE Healthcare in 2017, GE Healthcare has led the funding and development of flurpiridaz F 18, and, if the imaging agent is approved, will have the global commercialization rights for it.
−Removed: We have collaborated on the development and will also collaborate on potential commercialization through a joint steering committee.
−Removed: If flurpiridaz F 18 receives regulatory approval and is commercially successful, we will receive:
−Removed: • up to $60 million in regulatory and sales milestone payments,
−Removed: • tiered double-digit royalties on U.S.
−Removed: • mid-single digit royalties on sales outside of the U.S.
−Removed: Generally, our costs in connection with the strategic partnerships relate to the supply of drug and other ancillary expenses and the benefits can include possible supply, milestone and royalty payments, additional intellectual property rights and strategic relationships.
−Removed: For flurpiridaz F 18, under the Collaboration and License Agreement, we retained ownership of all of the licensed intellectual property and bear the cost of patent prosecution and maintenance.
−Removed: We can give no assurance as to if or when or if any of these collaborations and other new initiatives, including our collaboration for flurpiridaz F 18, will be successful or accretive to earnings.
Results of Operations
1 unchanged sentence
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: (in thousands) 2022 2021 Change $ Change % 2022 2021 Change $ Change %
+Added: (in thousands) 2023 2022 Change $ Change %
Revenues $ 300,784 $ 208,880 $ 91,904 44.0 %
6 unchanged sentences
Total operating expenses 86,420 70,145 16,275 23.2 %
−Removed: Gain on sale of assets — — — N/A — 15,263 (15,263) N/A
−Removed: Operating income (loss) 85,743 (14,328) 100,071 (698.4) % 207,872 (25,487) 233,359 (915.6) %
+Added: Operating (loss) income (9,344) 58,925 (68,269) (115.9) %
Interest expense 4,991 1,509 3,482 230.7 %
−Removed: Gain on extinguishment of debt — — — N/A — (889) 889 N/A
Other income (3,231) (485) (2,746) 566.2 %
−Removed: Income (loss) before income taxes 83,016 (19,837) 102,853 (518.5) % 202,962 (34,031) 236,993 (696.4) %
−Removed: Income tax expense (benefit) 21,784 (6,422) 28,206 (439.2) % 55,710 (2,967) 58,677 (1,977.7) %
−Removed: Net income (loss) $ 61,232 $ (13,415) $ 74,647 (556.4) % $ 147,252 $ (31,064) $ 178,316 (574.0) %
−Removed: Comparison of the Periods Ended September 30, 2022 and 2021
+Added: (Loss) income before income taxes (11,104) 57,901 (69,005) (119.2) %
+Added: Income tax (benefit) expense (8,297) 14,939 (23,236) (155.5) %
+Added: Net (loss) income $ (2,807) $ 42,962 $ (45,769) (106.5) %
+Added: Comparison of the Periods Ended March 31, 2023 and 2022
We classify our revenues into three product categories:
−Removed: precision diagnostics, radiopharmaceutical oncology, and strategic partnerships and other revenue.
+Added: Radiopharmaceutical Oncology, Precision Diagnostics, and Strategic Partnerships and Other Revenue.
+Added: Radiopharmaceutical Oncology includes PYLARIFY and AZEDRA.
Precision Diagnostics includes DEFINITY, TechneLite and other diagnostic imaging products.
−Removed: Radiopharmaceutical oncology consists primarily of PYLARIFY and AZEDRA.
−Removed: Strategic partnerships and other revenue includes out-licensing arrangements, which includes $24.0 million of revenue recognized pursuant to the Novartis Agreement, partnerships that focus on facilitating precision medicine through the use of biomarkers, digital solutions and radiotherapeutic platforms, and on our other products, such as RELISTOR.
+Added: Strategic Partnerships and Other Revenue includes out-licensing arrangements, partnerships that focus on facilitating precision medicine through the use of biomarkers, digital solutions and radiotherapeutic platforms, and on our other products, such as RELISTOR.
Revenues are summarized by product category on a net basis as follows:
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: (in thousands) 2022 2021 Change $ Change % 2022 2021 Change $ Change %
+Added: (in thousands) 2023 2022 Change $ Change %
+Added: PYLARIFY 195,470 92,777 102,693 N/A
+Added: Other radiopharmaceutical oncology 717 1,327 (610) (46.0) %
+Added: Total radiopharmaceutical oncology 196,187 94,104 102,083 108.5 %
DEFINITY $ 68,824 $ 58,328 $ 10,496 18.0 %
2 unchanged sentences
Total precision diagnostics 95,617 86,198 9,419 10.9 %
−Removed: PYLARIFY 143,754 7,724 136,030 N/A 366,763 7,997 358,766 N/A
−Removed: Other radiopharmaceutical oncology 928 1,166 (238) (20.4) % 3,183 5,206 (2,023) (38.9) %
−Removed: Total radiopharmaceutical oncology 144,682 8,890 135,792 1,527.5 % 369,946 13,203 356,743 2,702.0 %
Strategic partnerships and other revenue 8,980 28,578 (19,598) (68.6) %
Total revenues $ 300,784 $ 208,880 $ 91,904 44.0 %
−Removed: The increase in revenues for the three months ended September 30, 2022, as compared to the prior year period, is primarily driven by the commercial launch of PYLARIFY, an increase in DEFINITY sales volume and higher strategic partnership revenue from the RELISTOR royalty stream.
−Removed: The increase is offset, in part, by lower sales volumes from TechneLite driven by opportunistic sales in the prior year and lower volumes of other precision diagnostics.
−Removed: The increase in revenues for the nine months ended September 30, 2022, as compared to the prior year period, is primarily driven by the commercial launch of PYLARIFY and $24.0 million of revenue recognized pursuant to the Novartis Agreement, and an increase in DEFINITY sales volume.
−Removed: The increase is offset, in part, by lower sales volumes from TechneLite driven by the strategic decisions to exit a customer contract and opportunistic sales in the prior year, lower volumes of other precision diagnostics, lower volume of other radiopharmaceutical oncology products and lower strategic partnerships and other revenue due primarily to a sale of cREPO in the prior period.
+Added: The increase in revenues for the three months ended March 31, 2023, is primarily driven by an increase in PYLARIFY and DEFINITY sales volume.
+Added: The increase is offset, in part, by a decrease in Strategic Partnerships and Other Revenue due to the revenue recognized from the Novartis licensing agreement in the prior year and lower sales volumes from TechneLite driven by opportunistic sales in the prior year.
Rebates and Allowances
−Removed: Estimates for rebates and allowances represent our estimated obligations under contractual arrangements with third parties.
+Added: Estimates for rebates and allowances represent our estimated obligations under contractual arrangements with customers and other third parties.
Rebate accruals and allowances are recorded in the same period the related revenue is recognized, resulting in a reduction to revenue and the establishment of a liability which is included in accrued expenses.
5 unchanged sentences
Provision related to current period revenues 6,885
−Removed: Adjustments relating to prior period revenues 70
Payments or credits made during the period (8,359)
−Removed: Balance, September 30, 2022 $ 13,247
−Removed: The increase in gross profit for the three months ended September 30, 2022, as compared to the prior year period, is primarily due to PYLARIFY sales volume, as well as an increase in DEFINITY sales volume.
−Removed: The increase in gross profit for the nine months ended September 30, 2022, as compared to the prior year period, is primarily due to PYLARIFY sales volume, the $24.0 million pursuant to the Novartis Agreement, and an increase in DEFINITY sales volume, which is partially offset by amortization expense of acquired intangible assets in the Progenics Acquisition.
+Added: Balance, March 31, 2023 $ 11,925
+Added: The decrease in gross profit for the three months ended March 31, 2023, as compared to the prior year period, is primarily due to the impairment of the AZEDRA currently marketed intangible asset and the Novartis licensing settlement in the prior year partially offset by increased PYLARIFY and DEFINITY sales volumes.
Sales and Marketing
1 unchanged sentence
Other costs in sales and marketing expenses include the development and printing of advertising and promotional material, professional services, market research and sales meetings.
−Removed: Sales and marketing expenses increased $8.2 million and $24.3 million for the three and nine months ended September 30, 2022 as compared to the prior year period.
−Removed: This was primarily driven by the continued commercialization activities following the launch of PYLARIFY and increased employee-related costs (including the hiring of new employees throughout 2021 in connection with the commercialization activities for PYLARIFY), as well as an increase in the level of marketing promotional programs and travel during this period which was reduced during the prior year due to the impact of the COVID-19 pandemic.
+Added: Sales and marketing expenses increased $12.3 million for the three months ended March 31, 2023 as compared to the prior year period.
+Added: This was primarily driven by the continued promotion activities of PYLARIFY and increased employee-related costs.
General and Administrative
1 unchanged sentence
Other costs included in general and administrative expenses are professional fees for information technology services, external legal fees, consulting and accounting services as well as bad debt expense, certain facility and insurance costs, including director and officer liability insurance.
−Removed: General and administrative expenses decreased $4.8 million for the three months ended September 30, 2022 compared to the prior period.
−Removed: This was primarily driven by a $9.5 million sublease impairment charge in the prior year.
−Removed: In addition, there was a $1.5 million net reduction for the fair value adjustments to the contingent asset and liabilities in the third quarter of 2022 (a decrease of $4.1 million from the prior year period) (refer to Note 4, “Fair Value of Financial Instruments”, for further details on contingent consideration liabilities, including CVRs).
−Removed: These decreases are partially offset by increased employee-related costs and professional fees.
−Removed: General and administrative expenses increased $6.1 million for the nine months ended September 30, 2022 compared to the prior period.
−Removed: This was primarily driven by increased employee-related costs and professional fees.
−Removed: This amount was offset by a $3.1 million net reduction for the fair value adjustments to the contingent asset and liabilities.
−Removed: (refer to Note 4, “Fair Value of Financial Instruments”, for further details on contingent consideration liabilities, including CVRs).
+Added: General and administrative expenses decreased $14.3 million for the three months ended March 31, 2023 compared to the prior period.
+Added: This was primarily driven by an $19.8 million net reduction for the fair value adjustments to the contingent asset and liabilities in the first quarter of 2022 (refer to Note 4, “Fair Value of Financial Instruments”, for further details on contingent consideration liabilities, including CVRs) and insurance settlement in 2022.
+Added: This decrease is partially offset by increased employee-related costs, professional fees and investment in technology.
Research and Development
Research and development expenses relate primarily to the development of new products to add to our portfolio and costs related to our medical affairs, medical information and regulatory functions.
−Removed: Research and development expenses increased $1.3 million for the three months ended September 30, 2022 as compared to the prior year period.
−Removed: This was primarily driven by higher overall headcount related costs and the investment in medical affairs related to PYLARIFY, offset, in part, by the expenses related to the preparation activities for the launch of PYLARIFY during the prior year period.
−Removed: Research and development expenses increased $5.8 million for the nine months ended September 30, 2022 as compared to the prior year period.
−Removed: This was primarily driven by the level of activity of the ARROW Phase 2 study of 1095, investment in medical affairs related to PYLARIFY and higher overall headcount related costs, offset by the expenses related to filing fees for the PYLARIFY New Drug Application and preparation activities for the launch of PYLARIFY during the prior year period.
+Added: Research and development expenses increased $18.3 million for the three months ended March 31, 2023 as compared to the prior year period.
+Added: This was primarily driven by the AZEDRA IPR&D asset impairment loss of $15.6 million and higher costs driven by an increased headcount.
+Added: These increases were offset, in part, by lower clinical expenses related to our ARROW Phase 2 study.
Interest Expense
−Removed: Interest expense decreased by approximately $1.6 million for the nine months ended September 30, 2022 as compared to the prior year period due to the repayment of the Royalty-Backed Loan on March 31, 2021.
+Added: Interest expense increased by approximately $3.5 million for the three months ended March 31, 2023 as compared to the prior year period due to the issuance of the Notes on December 8, 2022, which was partially offset by the interest rate swap agreements from the prior year.
Income Tax Expense
−Removed: The income tax expense recorded for the three and nine months ended September 30, 2022 was primarily due to pre-tax profits reported during the period, partially offset by the benefit associated with stock compensation deductions.
−Removed: We regularly assess our ability to realize our deferred tax assets.
−Removed: Assessing the realizability of deferred tax assets requires significant management judgment.
−Removed: In determining whether our deferred tax assets are more-likely-than-not realizable, we evaluate all
−Removed: available positive and negative evidence, and weigh the objective evidence and expected impact.
−Removed: We continue to record a valuation allowance against certain of our foreign net deferred tax assets and a small component of our domestic deferred tax assets.
Our effective tax rate for each reporting period is presented as follows:
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended
Effective tax rate 74.7% 25.8%
−Removed: Our effective tax rate in fiscal 2022 differs from the U.S.
−Removed: statutory rate of 21% principally due to the accrual of state taxes and the impact of non-deductible contingency reserve expense.
−Removed: The increase in the effective income tax rate for the nine months ended September 30, 2022 is primarily due to our increased pre-tax profits in high population states that generally have higher tax rates.
+Added: Our effective tax rate for the three months ended March 31, 2023 differs from the U.S.
+Added: statutory rate of 21% primarily due to the income tax benefit associated with stock compensation deductions.
+Added: The increase in the effective income tax rate for the three months ended March 31, 2023 is primarily due to the impact of our stock compensation deductions in relation to the pre-tax loss.
Liquidity and Capital Resources
The following table provides information regarding our cash flows:
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended
(in thousands) 2023 2022
Net cash provided by operating activities $ 108,500 $ 10,264
−Removed: Net cash (used in) provided by investing activities $ (11,823) $ 8,227
+Added: Net cash used in investing activities $ (44,513) $ (1,390)
Net cash used in financing activities $ (8,669) $ (2,179)
Net Cash Provided by Operating Activities
−Removed: Net cash provided by operating activities of $176.4 million in the nine months ended September 30, 2022 was primarily comprised of net income adjusted for the net effect of non-cash items such as depreciation, amortization and accretion expense, the change in fair value of contingent assets and liabilities of $25.4 million (refer to Note 4, “Fair Value of Financial Instruments”, for further details on contingent consideration liabilities, including CVRs), and stock-based compensation expense.
−Removed: The primary working capital sources of cash were the increase in billings associated with PYLARIFY sales and the timing of payments to large vendors.
+Added: Net cash provided by operating activities of $108.5 million in the three months ended March 31, 2023 was primarily comprised of net income adjusted for the net effect of non-cash items such as impairment of long-lived assets, depreciation, amortization and accretion expense and stock-based compensation expense.
+Added: The primary working capital sources of cash were the timing of payments for income taxes and to large vendors.
The primary working capital uses of cash were an increase in trade receivables associated primarily with the increase in PYLARIFY revenues.
−Removed: Net cash provided by operating activities of $40.0 million in the nine months ended September 30, 2021 was driven primarily by depreciation, amortization and accretion expense of $30.1 million, a change in fair value of contingent assets and liabilities of $28.5 million (refer to Note 4, “Fair Value of Financial Instruments”, for further details on contingent consideration liabilities, including CVRs), stock-based compensation expense of $11.8 million, impairment of long-lived assets of $9.5 million and a net increase of $2.4 million related to movements in our working capital accounts during the period.
−Removed: The overall increases in cash from our working capital accounts were primarily driven by an increase in sales collections, the timing of payments to large vendors, and an increase in fees related to PYLARIFY sales.
−Removed: These net sources of cash were offset by a net loss of $31.1 million and a gain on sale of assets of $15.3 million.
−Removed: Net Cash (Used in) Provided by Investing Activities
−Removed: Net cash used in investing activities during the nine months ended September 30, 2022 was primarily due to $13.6 million of capital expenditures offset by cash proceeds of $1.8 million received from the sale of our Puerto Rico subsidiary.
−Removed: Net cash provided by investing activities during the nine months ended September 30, 2021 was primarily due to cash proceeds of $15.8 million received from the sale of our Puerto Rico subsidiary, which was offset by $7.6 million of capital expenditures.
+Added: Net cash provided by operating activities of $10.3 million in the three months ended March 31, 2022 was primarily comprised of net income adjusted for the net effect of non-cash items such as the change in fair value of contingent assets and liabilities of $18.4 million (refer to Note 4, “Fair Value of Financial Instruments”, for further details on contingent consideration liabilities, including CVRs).
+Added: The primary working capital sources of cash were the timing of payments to large vendors.
+Added: The primary working capital uses of cash were an increase in trade receivables from timing of sale orders and an increase in collection period as well as the timing of inventory purchases.
+Added: Net Cash Used in Investing Activities
+Added: Net cash used in investing activities during the three months ended March 31, 2023 was due to $35.3 million for our asset acquisition of Cerveau and $9.2 million of capital expenditures.
+Added: Net cash used in investing activities during the three months ended March 31, 2022 was primarily due to $3.2 million of capital expenditures offset by cash proceeds of $1.8 million received from the sale of our Puerto Rico subsidiary.
Net Cash Used in Financing Activities
−Removed: Net cash used in financing activities during the nine months ended September 30, 2022 is primarily attributable to the payments on long-term debt and other borrowings of $7.9 million related to the 2019 Term Facility and payments for minimum statutory tax withholding related to net share settlement of equity awards of $7.2 million offset by proceeds of $7.5 million from stock option exercises.
−Removed: Net cash used in financing activities during the nine months ended September 30, 2021 is primarily attributable to the payments on long-term debt and other borrowings of $40.8 million related to the 2019 Term Facility and Royalty-Backed Loan, including a voluntary repayment of the outstanding principal on the Royalty-Backed Loan and payments for minimum statutory tax withholding related to net share settlement of equity awards of $1.9 million offset by proceeds of $4.6 million from stock option exercises.
+Added: Net cash used in financing activities during the three months ended March 31, 2023 is primarily attributable to the payments for minimum statutory tax withholding related to net share settlement of equity awards of $11.2 million offset by proceeds of $1.8 million from stock option exercises.
+Added: Net cash used in financing activities during the three months ended March 31, 2022 is primarily attributable to the payments on long-term debt and other borrowings of $2.6 million related to the 2019 Term Facility and payments for minimum statutory tax withholding related to net share settlement of equity awards of $5.5 million offset by proceeds of $5.4 million from stock option exercises.
External Sources of Liquidity
−Removed: In June 2019, we refinanced our 2017 $275.0 million five-year term loan facility with the 2019 Term Facility.
−Removed: In addition, we replaced our $75.0 million revolving facility with our current five-year revolving credit facility (the “2019 Revolving Facility” and together with the 2019 Term Facility, the “2019 Facility”).
−Removed: The terms of the 2019 Term Facility are set forth in the Credit Agreement, dated as of June 27, 2019, by and among us, the lenders from time to time party thereto and Wells Fargo Bank, N.A., as administrative agent and collateral agent, which was amended on June 19, 2020 (as amended, the “2019 Credit Agreement”).
−Removed: We have the right to request an increase to the 2019 Term Facility or request the establishment of one or more new incremental term loan facilities, in an aggregate principal amount of up to $100.0 million, plus additional amounts, in certain circumstances.
−Removed: We are permitted to voluntarily repay the 2019 Term Loans, in whole or in part, without premium or penalty.
−Removed: The 2019 Term Facility requires us to make mandatory prepayments of the outstanding 2019 Term Loans in certain circumstances.
−Removed: The 2019 Term Facility amortizes at 5.0% per year through September 30, 2022 and 7.5% thereafter, until its June 27, 2024 maturity date.
−Removed: Under the terms of the 2019 Revolving Facility, the lenders thereunder agreed to extend credit to us from time to time until June 27, 2024 consisting of revolving loans in an aggregate principal amount not to exceed $200.0 million at any time outstanding.
+Added: In December 2022, we voluntarily repaid our 2019 $200.0 million five-year term loan facility.
+Added: In addition, we replaced our $200.0 million revolving facility with the 2022 Revolving Facility.
+Added: The terms of the 2022 Revolving Facility are set forth in the Credit Agreement, dated as of December 2, 2022, by and among us, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent and collateral agent (the “2022 Credit Agreement”).
+Added: We have the right to request an increase to the 2022 Revolver Facility or request the establishment of one or more new incremental term loan facilities, in an aggregate principal amount of up to $335 million or consolidated EBITDA for the four consecutive fiscal quarters most recently ended, plus additional amounts, in certain circumstances.
+Added: Under the terms of the 2022 Revolving Facility, the lenders thereunder agreed to extend credit to us from time to time until December 2, 2027 consisting of revolving loans in an aggregate principal amount not to exceed $350.0 million at any time.
The 2022 Revolving Facility includes a $20.0 million sub-facility for the issuance of letters of credit (the “Letters of Credit”).
The 2022 Revolving Facility includes a $10.0 million sub-facility for swingline loans (the “Swingline Loans”).
−Removed: The Letters of Credit, Swingline Loans and the borrowings under the 2019 Revolving Facility are expected to be used for working capital and other general corporate purposes.
−Removed: Under the 2019 Credit Agreement, loans bear interest at LIBOR plus a spread that ranges from 1.50% to 3.00% or the Base Rate (as defined in the 2019 Credit Agreement) plus a spread that ranges from 0.50% to 2.00%, and the commitment fee ranges from 0.15% to 0.40%, in each case based on our Total Net Leverage Ratio (as defined in the 2019 Credit Agreement).
−Removed: The maximum total net leverage ratio and interest coverage ratio permitted by the financial covenant in our 2019 Credit Agreement is displayed in the table below:
−Removed: 2019 Credit Agreement
−Removed: Period Total Net Leverage Ratio
−Removed: Q3 2021 and thereafter 3.50 to 1.00
−Removed: Period Interest Coverage Ratio
−Removed: Q2 2021 and thereafter 3.00 to 1.00
−Removed: As of September 30, 2022, we were in compliance with all financial and other covenants under the 2019 Credit Agreement.
−Removed: Please refer to our Annual Report on Form 10-K for fiscal year ended December 31, 2021 for further details on the 2019 Facility and the 2019 Credit Agreement.
−Removed: On June 19, 2020, as a result of the Progenics Acquisition, we assumed Progenics outstanding debt as of such date in the amount of $40.2 million.
−Removed: On November 4, 2016, Progenics, through its wholly-owned subsidiary, MNTX Royalties Sub LLC, entered into the Royalty-Backed Loan.
−Removed: The Royalty-Backed Loan bore interest at an annual rate of 9.5% and was scheduled to mature on June 30, 2025.
−Removed: On March 31, 2021, we voluntarily repaid in full the entire outstanding principal on the Royalty-Backed Loan in the amount of $30.9 million, which included a prepayment amount of $0.5 million, and terminated the agreement.
+Added: The Letters of Credit, Swingline
+Added: Loans and the borrowings under the 2022 Revolving Facility are expected to be used for working capital and other general corporate purposes.
+Added: Please refer to Note 13, “Long-Term Debt, Net, and Other Borrowings” for further details on the 2022 Facility.
+Added: As of March 31, 2023, we were in compliance with all financial and other covenants under the 2022 Credit Agreement.
+Added: On December 8, 2022, we issued $575.0 million in aggregate principal amount of the Notes, which includes $75.0 million in aggregate principal amount of Notes sold pursuant to the full exercise of the initial purchasers’ option to purchase additional Notes.
+Added: The Notes were issued under an indenture, dated as of December 8, 2022 (the “Indenture”), among the Company, LMI, as Guarantor, and U.S.
+Added: Bank, as Trustee.
+Added: The net proceeds from the issuance of the Notes were approximately $557.8 million, after deducting the initial purchasers’ discounts and offering expenses payable by us.
Our ability to fund our future capital needs will be affected by our ability to continue to generate cash from operations and may be affected by our ability to access the capital markets, money markets or other sources of funding, as well as the capacity and terms of our financing arrangements.
4 unchanged sentences
Our future capital requirements will depend on many factors, including:
−Removed: • The amount and timing of the expected cash payment related to the CVRs;
−Removed: • The level of product sales and the pricing environment of our currently marketed products, particularly PYLARIFY and DEFINITY, as well as any additional products that we may market in the future, including decreased product sales resulting from the COVID-19 pandemic;
−Removed: • Revenue mix shifts and associated volume and selling price changes that could result from contractual status changes with key customers, and additional competition;
+Added: • The amount and timing of the calculated cash payment related to the CVRs (as described further in Note 4, “Fair Value of Financial Instruments”);
+Added: • The level of product sales and the pricing environment of our currently marketed products, particularly PYLARIFY and DEFINITY, as well as any additional products that we may market in the future;
+Added: • Revenue mix shifts and associated volume and selling price changes that could result from additional competition or changes in customers’ product demand;
• The continued costs of the ongoing commercialization of PYLARIFY and PYLARIFY AI;
−Removed: • The costs of acquiring or in-licensing, developing, obtaining regulatory approval for, and commercializing, new products, businesses or technologies, together with the costs of pursuing opportunities that are not eventually consummated;
−Removed: • Our investment in the further clinical development and commercialization of products and development candidates, including AZEDRA, 1095 and NM-01;
+Added: • The costs of acquiring or in-licensing, developing, obtaining regulatory approval for, and commercializing, new products, businesses or technologies, including any potential related milestone or royalty payments, together with the costs of pursuing opportunities that are not eventually consummated;
+Added: • Our investment in the further clinical development and commercialization of products and development candidates, including PNT2002, PNT2003, 1095 and NM-01;
• The costs of investing in our facilities, equipment and technology infrastructure;
1 unchanged sentence
• Our ability to have products manufactured and released from manufacturing sites in a timely manner in the future, or to manufacture products at our in-house manufacturing facilities in amounts sufficient to meet our supply needs;
−Removed: • The costs of further commercialization of our existing products, including product marketing, sales and distribution and whether we obtain local partners to help share such commercialization costs;
−Removed: • The extent to which we choose to establish collaboration, co-promotion, distribution or other similar arrangements for our marketed products;
+Added: • The costs of further commercialization of our existing products, particularly in international markets, including product marketing, sales and distribution and whether we obtain local partners to help share such commercialization costs;
• The legal costs relating to maintaining, expanding and enforcing our intellectual property portfolio, pursuing insurance or other claims and defending against product liability, regulatory compliance, intellectual property or other claims;
1 unchanged sentence
• The impact of sustained inflation on our costs of goods sold and operating expenses.
−Removed: We are vulnerable to future supply chain shortages, disruptions or delays, especially for our single sourced products, raw materials and components.
−Removed: Disruption in our financial performance could also occur if we experience significant adverse changes in product or customer mix, broad economic downturns, sustained inflation, adverse industry or company conditions or catastrophic external events, including pandemics such as COVID-19, natural disasters and political or military conflict.
−Removed: If we experience one or more of these events in the future, we may be required to implement expense reductions, such as a delay or elimination of discretionary spending in all functional areas, as well as scaling back select operating and strategic initiatives.
+Added: Disruption in our financial performance could occur if we experience significant adverse changes in product or customer mix, broad economic downturns, sustained inflation, adverse industry or company conditions or catastrophic external events, including pandemics such as COVID-19, natural disasters and political or military conflict.
+Added: If we experience one or more of these events in the future, we may be required to further implement expense reductions, such as a delay or elimination of discretionary spending in all functional areas, as well as scaling back select operating and strategic initiatives.
If our capital resources become insufficient to meet our future capital requirements, we would need to finance our cash needs through public or private equity offerings, debt financings, assets securitizations, sale-leasebacks or other financing or strategic alternatives, to the extent such transactions are permissible under the covenants of our 2022 Credit Agreement.
1 unchanged sentence
If any of these transactions require an amendment or waiver under the covenants in our 2022 Credit Agreement, which could result in additional expenses associated with obtaining the amendment or waiver, we will seek to obtain such a waiver to remain in compliance with those covenants.
−Removed: However, we cannot be assured that such an amendment or waiver would be granted, or that additional capital will be available on acceptable terms, if at all.
−Removed: At September 30, 2022, our only current committed external source of funds is our borrowing availability under our 2019 Revolving Facility.
−Removed: We had $257.3 million of cash and cash equivalents at September 30, 2022.
−Removed: Our 2019 Facility, as amended, contains a number of affirmative, negative, reporting and financial covenants, in each case subject to certain exceptions and materiality thresholds.
−Removed: Incremental borrowings under the 2019 Revolving Facility, as amended, may affect our ability to comply with the covenants in the 2019 Facility, as amended, including the financial covenants restricting consolidated net leverage and interest coverage.
−Removed: Accordingly, we may be limited in utilizing the full amount of our 2019 Revolving Facility, as amended, as a source of liquidity.
−Removed: The CVRs we issued in the Progenics Acquisition entitle holders thereof to future cash payments of 40% of PYLARIFY net sales over (i) $100.0 million in 2022 and (ii) $150.0 million in 2023, which we currently intend to fund from our then-available cash.
−Removed: In no event will our aggregate payments under the CVRs, together with any other non-stock consideration treated as paid in connection with the Progenics Acquisition, exceed 19.9% of the total consideration we pay in the Progenics Acquisition.
+Added: However, we cannot provide assurance that such an amendment or waiver would be granted, or that additional capital will be available on acceptable terms, if at all.
+Added: At March 31, 2023, our only current committed external source of funds is our borrowing availability under our 2022 Revolving Facility.
+Added: We had $470.9 million of cash and cash equivalents at March 31, 2023.
+Added: Our 2022 Revolving Facility contains a number of affirmative, negative, reporting and financial covenants, in each case subject to certain exceptions and materiality thresholds.
+Added: Incremental borrowings under the 2022 Revolving Facility may affect our ability to comply with the covenants including the financial covenants restricting consolidated net leverage and interest coverage.
+Added: Accordingly, we may be limited in utilizing the full amount of our 2022 Revolving Facility as a source of liquidity.
+Added: The CVRs we issued in our acquisition of Progenics entitle holders thereof to future cash payments of a pro rata share of aggregate cash payments equal to 40% of U.S.
+Added: net sales generated by PYLARIFY in 2022 and 2023 in excess of $100.0 million and $150.0 million, respectively, but not to exceed, in the aggregate, 19.9% of the total consideration we paid in the acquisition of Progenics.
Refer to Note 4, “Fair Value of Financial Instruments”, for further details on contingent consideration liabilities.
−Removed: Based on our current operating plans, we believe our balance of cash and cash equivalents, which totaled $257.3 million as of September 30, 2022, along with cash generated by ongoing operations and continued access to our 2019 Revolving Facility, will be sufficient to satisfy our cash requirements over the next twelve months and beyond.
+Added: Based on our 2022 PYLARIFY net sales, we determined that the aggregate payment obligation under the CVRs was $99.7 million, which is the maximum amount payable under the CVRs.
+Added: We expect to make that payment during the second quarter of 2023 in full satisfaction of the CVRs.
+Added: Based on our current operating plans, we believe our balance of cash and cash equivalents, which totaled $470.9 million as of March 31, 2023, along with cash generated by ongoing operations and continued access to our 2022 Revolving Facility, will be sufficient to satisfy our cash requirements over the next twelve months and beyond.
Critical Accounting Policies and Estimates
3 unchanged sentences
In addition, our reported financial condition and results of operations could vary due to a change in the application of a particular accounting standard.
−Removed: There have been no significant changes to our critical accounting policies or in the underlying accounting assumptions and estimates used in such policies in the nine months ended September 30, 2022.
+Added: There have been no significant changes to our critical accounting policies or in the underlying accounting assumptions and estimates used in such policies in the three months ended March 31, 2023.
For further information, refer to our summary of significant accounting policies and estimates in our Annual Report on Form 10-K filed for the year ended December 31, 2022.
3 unchanged sentences
Since inception, we have not engaged in any other off-balance sheet arrangements, including structured finance, special purpose entities or variable interest entities.
−Removed: Quantitative and Qualitative Disclosures About Market Risk
−Removed: For quantitative and qualitative disclosures about market risk, see Part II, Item 7A.
−Removed: “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2021.
−Removed: Our exposures to market risk have not changed materially since December 31, 2021.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.