ADC Therapeutics Amends Agreement with HealthCare Royalty

ADC Therapeutics has entered into an amendment to its royalty purchase agreement with entities managed by HealthCare Royalty. Based on confidence in the long-term outlook for Zynlonta, ADC Therapeutics negotiated mutually beneficial updated terms with HealthCare Royalty. The new agreement reduces the change of control payment from $750M to $150M through the end of 2027, and to $200M thereafter. In the event of a change of control, HealthCare Royalty will continue to receive royalties on sales by the acquirer until the original royalty cap is reached. In return, HealthCare Royalty has been granted warrants to purchase approximately 9.8 million common shares, with an exercise price of $3.81 per share. These warrants are exercisable until December 31, 2030, and are subject to a lock-up through the end of 2027. HealthCare Royalty had previously provided $300M of funding under the original agreement and, conditional upon the occurrence of a change of control event, ADC Therapeutics was obligated to buy out the remaining royalty obligations for $750M, or $675M if HealthCare Royalty receives specified minimum royalty payments before March 31, 2029, less the amount of royalties previously paid to HealthCare Royalty.