KALA BIO signs U.S. ophthalmology testing distribution deal with Virotek

KALA BIO (Nasdaq: KALA) entered an Exclusive Distribution and Reseller Agreement with Virotek, Inc. dated September 3, 2026, appointing Kala sole and exclusive U.S. distributor and reseller of Virotek’s ophthalmology genetic testing and screening program. Exclusivity depends on Kala achieving an Exhibit B milestone by September 3, 2027; failure, subject to a 30-day cure period, makes the appointment non-exclusive. The commercial agreement provides for an equal net-profit split after Virotek recovers its cost of goods sold in full, an initial five-year term and a right of first refusal on proposed dispositions of Ophthalmological Products. Kala disclosed the agreement in a Form 8-K filed around September 10 under Items 1.01 and 9.01, AccNo 0001829126-26-009999.

Kala takes the commercial role

The agreement divides the work between the two companies: Kala handles commercial development, while Virotek, a Wyoming corporation, delivers and administers the program. The initial scope is ophthalmology genetic testing and clinical screening in the United States. The companies may add other verticals by mutual written agreement. This is a binding distribution and reseller arrangement; it does not transfer ownership of Virotek to Kala.

Exclusive rights carry a deadline

Kala’s exclusive appointment depends on meeting the milestone in Exhibit B by September 3, 2027. If Kala misses that requirement and does not cure the failure within the applicable 30-day period, its appointment converts to non-exclusive. That condition matters to the commercial opportunity: the agreement grants exclusive access to the U.S. distribution role, but keeping that position depends on performance.

Profit sharing follows cost recovery

Virotek first recovers its cost of goods sold in full. The companies then split net profit equally and review the economics monthly. The arrangement therefore gives Kala a share of net profit rather than half of gross sales. White-label economics are to be agreed in good faith. Those terms alone do not establish how much revenue or profit the program will generate for Kala.

Five-year term and a first-refusal right

The initial term runs for five years from September 3, 2026. Renewal requires mutual written agreement at least 180 days before expiration. Virotek also grants Kala a right of first refusal on a proposed sale, exclusive license or other disposition of any Ophthalmological Product, with at least 30 days to exercise that right. The provision gives Kala an opportunity to respond to a future proposed transaction; it is not itself a purchase of a product or business.

What determines the agreement’s durability

The September 2027 milestone is the key disclosed checkpoint for exclusivity. The agreement also allows termination for material breach left uncured for 30 days, insolvency, or loss of a required license, accreditation or Nasdaq listing that is not restored within 60 days. For investors, the distinction is between the contractual opportunity now established and the commercial results that still have to follow from development and delivery of the testing program.