Item 8.01 Other Events.
As previously announced, on May 11, 2026, Arvinas, Inc., a Delaware corporation ("Arvinas"), and Arvinas' direct subsidiaries, Arvinas Operations, Inc. ("Operations") and Arvinas Estrogen Receptor, Inc. ("Arvinas ER," together with Arvinas and Operations, the "Company"), together with Pfizer Inc. ("Pfizer"), entered into a license agreement (the "License Agreement") with Rigel Pharmaceuticals, Inc. ("Rigel"), for the exclusive global development, manufacturing and commercialization rights for VEPPANU™ (vepdegestrant).
On June 11, 2026, the Company, Pfizer and Rigel received notice that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, had been granted with respect to the License Agreement transaction (the "HSR Clearance"). As a result of the HSR Clearance and satisfaction of other closing conditions, pursuant to the terms of the License Agreement, the License Agreement became effective and Rigel has paid to the Company and Pfizer a one-time, upfront payment in the aggregate amount of $70.0 million. In addition, the Company and Pfizer will receive an additional payment in the amount of $15.0 million from Rigel upon successful completion of select development and manufacturing transition activities. The Company and Pfizer will also be eligible to receive up to an additional $320.0 million as contingent payments based on future development, regulatory and commercial milestones being met, as well as tiered royalties in the mid-teens to mid-20s based upon worldwide net sales of VEPPANU™ (vepdegestrant), subject to reduction under certain circumstances as provided in the License Agreement. All payments under the License Agreement will be distributed evenly between the Company and Pfizer. As previously announced, the milestones and royalty payments under the License Agreement replace any unearned future amounts that may be owed by Pfizer to the Company under the collaboration agreement, dated as of July 21, 2021, by and between the Company, certain of the Company's subsidiaries and Pfizer.