Mineralys Therapeutics, Inc. filed a Form 8-K on October 29, 2026, disclosing that on October 27, 2026, it entered into a Termination Agreement and a Payment Obligation Agreement with Tanabe Pharma Corporation, ending an existing license arrangement while transferring lorundrostat intellectual property to the company and preserving certain milestone payment obligations.

Key Highlights

  • License terminated: The License Agreement between Mineralys and Tanabe Pharma Corporation, originally dated July 9, 2020 and amended four times, was terminated on October 27, 2026.
  • IP assigned to Mineralys: Patents and know-how related to lorundrostat previously licensed from Tanabe were assigned to the company under the Termination Agreement.
  • Milestone obligations remain: The company remains obligated to pay Tanabe up to $255.0 million in commercial milestone payments and up to $10.0 million for a potential second indication under the Payment Obligation Agreement.
  • Change-of-control trigger preserved: A $100.0 million accelerated milestone payment obligation upon qualifying change-of-control events continues under the Payment Obligation Agreement.
  • Japan right of first negotiation survives: Tanabe retains a right of first negotiation regarding any license of lorundrostat rights in Japan, for so long as any milestone payment remains unachieved and unpaid.
  • No early termination penalties: According to the filing, "the Company did not incur any material early termination penalties in connection with the termination of the License Agreement."

Mineralys and Tanabe Restructure Lorundrostat Arrangement

Mineralys Therapeutics, Inc. (NASDAQ:MLYS) disclosed in a Form 8-K, filed October 29, 2026, that it completed two new agreements with Tanabe Pharma Corporation on October 27, 2026, restructuring the longstanding intellectual property arrangement covering lorundrostat. The original License Agreement, dating to July 9, 2020, had granted Mineralys "an exclusive, worldwide, royalty-free, sublicensable, perpetual and irrevocable license" to certain intellectual property rights to develop and commercialize lorundrostat, according to the filing. That agreement was subsequently amended on November 24, 2020, June 15, 2023, May 29, 2025, and June 2, 2026.

Under the Termination Agreement, the license itself was ended and Tanabe assigned to Mineralys the patents and know-how related to lorundrostat that had previously been licensed. In parallel, the Payment Obligation Agreement was executed to ensure that the company's milestone payment obligations to Tanabe survive the termination of the underlying License Agreement. The filing states the company remains obligated to pay up to $255.0 million in aggregate commercial milestone payments tied to first commercial sale of lorundrostat and certain annual sales targets, as well as up to $10.0 million related to a potential second indication. A $100.0 million subset of those milestones would become "immediately due and payable" upon a qualifying change-of-control event, the filing noted.

The filing also stated that the fourth amendment, dated June 2, 2026, had previously set out the framework for this restructuring, directing both parties to negotiate in good faith toward termination, IP assignment, continuation of milestone obligations, and the survival of the Japan right of first negotiation. Full texts of the Termination Agreement and the Payment Obligation Agreement are expected to be filed as exhibits to Mineralys's Annual Report on Form 10-K for the year ending December 31, 2026, according to the disclosure.

What Was Disclosed

Mineralys Therapeutics disclosed the termination of its License Agreement with Tanabe Pharma Corporation, the assignment of lorundrostat-related intellectual property to Mineralys, the continuation of up to $265.0 million in milestone payment obligations, and Tanabe's surviving right of first negotiation for Japan.