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OMIDRIA Royalty Obligation

12 Months Ended

Dec. 31, 2022

Note 9—OMIDRIA Royalty Obligation

On September 30, 2022, we sold to DRI an interest in our future OMIDRIA royalty receipts and received $125.0 million in cash consideration which was recorded as an OMIDRIA royalty obligation on our consolidated balance sheet. DRI is entitled to receive royalties on OMIDRIA net sales between September 1, 2022 and December 31, 2030, subject to annual caps. DRI receives their prorated monthly cap amount before we receive any royalty proceeds. DRI is not entitled to carry-forward nor recoup any shortfall if the royalties paid by Rayner for an annual period are less than the cap amount applicable to each discrete calendar year. Additionally, DRI has no recourse to or security interest in our assets other than our OMIDRIA royalty receipts, and we retain all royalty receipts in excess of the respective cap in any given calendar year. DRI will receive a total of $125.0 million in payment no sooner than August 2028, and the maximum future payout that DRI is entitled to receive as of December 31, 2022 is $186.8 million which, if fully paid, would be at an effective interest rate of 9.4%.

The changes in the OMIDRIA royalty obligation during the year ended December 31, 2022 are as follows (in thousands):


Principal amount borrowed at September 30, 2022	$	125,000
Capitalized accrued interest		1,695
Principal payments		(417)
OMIDRIA royalty obligation at December 31, 2022	$	126,278

The OMIDRIA royalty obligation is classified as a Level 3 liability as its valuation requires substantial judgment and estimation of factors that are not currently observable in the market. As of December 31, 2022, the obligation’s carrying value approximates fair value.

For the year ended December 31, 2022, we incurred $2.9 million of interest expense of which $1.7 million was non-cash and added to the outstanding principal balance of the OMIDRIA royalty obligation and $1.2 million was cash.

As of December 31, 2022, the maximum scheduled principal and interest payments (based on an implied effective interest rate of 9.4%) are as follows:


					Total
	Principal		Interest		Annual Cap

	(In thousands)
2023	$	1,152	$	11,848	$	13,000
2024		8,576		11,424		20,000
2025		14,641		10,359		25,000
2026		16,081		8,919		25,000
2027		17,664		7,336		25,000
Thereafter		68,164		10,586		78,750
Total scheduled payments	$	126,278	$	60,472	$	186,750