20-F: Sol-Gel Technologies Terminates Agreements with Galderma, Sells U.S. Rights to Mayne Pharma

Sol-Gel Technologies ends licensing deals with Galderma for Twyneo and Epsolay in the U.S., selling rights to Mayne Pharma and focusing on orphan drug candidates.

Summary

• Sol-Gel Technologies Ltd. has terminated its license agreements with Galderma Holding SA for the commercialization of Twyneo and Epsolay in the United States, effective April 17, 2025.
• Sol-Gel has sold its rights related to Twyneo and Epsolay in the U.S. to Mayne Pharma for $16 million, with $10 million paid upfront and $6 million due within 180 days.
• Sol-Gel will purchase Galderma's inventory of Twyneo and Epsolay for an aggregate amount of [***].
• Galderma will assign and transfer to Sol-Gel the title and ownership rights of the Websites and all Galderma Product Data, Regulatory Approvals, Regulatory Documents, promotional material, and Trademarks relating to the Licensed Product in the Territory.
• Galderma will continue to pay royalties to Sol-Gel on sales of Licensed Product that left the Galderma Distribution Center prior to the Effective Date.
• Sol-Gel will purchase from Galderma [***].
• The payments of the [***] will be set off against each other, such that a single payment shall be made by [***] to [***] in the amount of [***], and such payment shall be made within [***] days of the Effective Date.
• Galderma is permitted to continue and complete the sale of any units of Licensed Product that have already left Galdermas third-party wholesalers possession as of the end of the Continued Sales Period.
• The agreement includes mutual releases between Galderma and Sol-Gel, with exceptions for ongoing obligations under the termination agreement.
• Neither party will use the other's name, trade name, service marks, trademarks, trade dress, or logos for any external uses without prior written consent.
• The agreement is governed by the laws of the State of New York.

Sentiment

Score: 6

Explanation: Neutral sentiment. The document describes a business transaction with both positive (upfront payment) and negative (loss of future revenue) aspects. The focus is on the terms of the agreement rather than expressing strong positive or negative views.

Positives

• Sol-Gel receives $10 million upfront from Mayne Pharma.
• Sol-Gel retains rights to Twyneo and Epsolay outside the U.S.
• Sol-Gel will receive $6 million from Mayne Pharma within 180 days.
• Sol-Gel acquires Galderma's inventory of Twyneo and Epsolay.
• Sol-Gel regains full control over its intellectual property and regulatory rights.

Negatives

• Sol-Gel loses future revenue potential from Twyneo and Epsolay in the U.S.
• Sol-Gel incurs costs to purchase Galderma's inventory.
• Sol-Gel is dependent on Mayne Pharma making the $6 million payment.

Risks

• Mayne Pharma may not make the $6 million payment on time.
• Sol-Gel may not be able to successfully commercialize Twyneo and Epsolay outside the U.S.
• The transition of intellectual property and regulatory rights may be complex and time-consuming.

Future Outlook

Sol-Gel will focus on developing its orphan drug candidates, SGT-610 and SGT-210, while relying on partners for commercialization of Twyneo and Epsolay outside the U.S.

Industry Context

The deal reflects a strategic shift for Sol-Gel towards orphan drug development and a consolidation of commercial rights for Twyneo and Epsolay under Mayne Pharma in the U.S.

Comparison to Industry Standards

• Comparable companies in the dermatology space include Galderma, Bausch Health, and Almirall.
• License agreement terminations and asset sales are common in the pharmaceutical industry as companies refine their portfolios.
• The deal size is relatively small compared to major pharmaceutical mergers and acquisitions, but significant for a company of Sol-Gel's size.

Stakeholder Impact

• Shareholders: May see a short-term boost from the upfront payment, but long-term value depends on Sol-Gel's ability to develop new products.
• Employees: Potential impact on employees involved in the commercialization of Twyneo and Epsolay in the U.S.
• Customers: No immediate impact, but future access to Twyneo and Epsolay in the U.S. will depend on Mayne Pharma's strategy.

Next Steps

• Mayne Pharma to commercialize Twyneo and Epsolay in the U.S.
• Sol-Gel to focus on developing SGT-610 and SGT-210.
• Galderma to assign and transfer intellectual property and regulatory rights to Sol-Gel.
• Sol-Gel to receive $6 million payment from Mayne Pharma within 180 days.

Key Dates

Keywords

Sol-Gel Technologies, Galderma, Mayne Pharma, Twyneo, Epsolay, License Agreement, Termination, Asset Purchase, Royalties, Pharmaceuticals, Dermatology