Kezar Life Sciences entered into a definitive Agreement and Plan of Merger with Aurinia Pharma U.S., Inc. on March 30, 2026. Tender offer: $6.955 in cash per share plus one non-transferable contingent value right (CVR) per share. Key conditions: minimum tender of >50% of outstanding shares and Closing Net Cash of at least $50 million; no financing condition. Offer to commence no later than 10 business days after signing and remain open for 20 business days, subject to customary extensions; closing expected in Q2 2026 under DGCL §251(h). Support: Tang Capital Partners, LP (~9.0% holder) signed a tender and support agreement to tender its shares. CVR economics (10-year term from closing, unless noted): 100% of Net Proceeds from Enodia APA; 90% of Net Proceeds from any zetomipzomib legacy IP monetization entered within 2 years; 90% of Net Proceeds from the Everest Medicines collaboration; pro rata share of Closing Net Cash in excess of $50 million (determined within 90 days post-close). If an FDA clinical study of a product from the legacy assets is initiated by two years post-close (no clinical hold), additional CVR milestones: $0.5m (Phase 2/3 early dosing), $5m (NDA submission), $12.5m (NDA approval), $20m (≥$500m annual sales), $50m (≥$1bn annual sales) and 3% royalty on legacy asset net sales. Kezar’s Rights Agreement (poison pill) was amended to exempt the Aurinia transactions and will terminate immediately prior to the merger Effective Time. Termination fee: $1.2 million payable by Kezar to Aurinia in specified circumstances (e.g., superior proposal). Closing targeted for Q2 2026, subject to conditions; Outside Date for the Offer is June 28, 2026.