Mayne Pharma Group Limited (ASX:MYX) agreed to acquire Certain Assets of TherapeuticsMD, Inc. (NasdaqGS:TXMD) on December 4, 2022. In related transaction TXMD will grant Mayne Pharma an exclusive license to commercialize the Company's Imvexxy®, Bijuva®, and its prescription prenatal vitamin products sold under the BocaGreenMD® and vitaMedMD® brands and will assign to Mayne Pharma the Company's exclusive license to commercialize Annovera® for $140 million. Expected to close at the end of 2022. The total consideration from Mayne Pharma to the Company for the purchase of the Transferred Assets and the grant of the licenses under the License Agreement will be (i) a cash payment of $140.0 million at closing, (ii) a cash payment of approximately $13.1 million at closing for the acquisition of net working capital as determined in accordance with the Transaction Agreement and subject to certain adjustments, and (iii) the right to receive the contingent consideration set forth in the License Agreement. Mayne Pharma will make one-time, milestone payments to the Company of each of (i) $5.0 million if aggregate net sales of all Products in the United States during a calendar year reach $100.0 million, (ii) $10.0 million if aggregate net sales of all Products in the United States during a calendar year reach $200.0 million and (iii) $15.0 million if aggregate net sales of all Products in the United States during a calendar year reach $300.0 million. Mayne Pharma will fund the initial $140.0 million payment from cash and existing debt facilities and through a binding commitment from Rubric Capital Management LP, for approximately $27.95 million in the form of an unsecured senior convertible note. The consummation of the transaction is conditioned on customary closing conditions, including (i) no law, order or other requirement that prohibits or makes illegal the consummation of the transaction being in effect, (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and any agreement with any governmental entity not to close the transaction shall have expired or been terminated and all required authorizations shall have been obtained, and (iii) the absence of any material adverse effect. DLA Piper LLP acted as legal advisor to TherapeuticsMD, Inc. Arnold & Porter Kaye Scholer LLP acted as legal advisor to Mayne Pharma Group Limited. Greenhill & Co., LLC acted as financial advisor to TherapeuticsMD, Inc.

Mayne Pharma (USA), Inc. completed the acquisition of Certain Assets of TherapeuticsMD, Inc. on December 30, 2022.