Alongside its settlement with United Therapeutics, Liquidia signed separate agreements fixing payments to two funders of the RareGen antitrust case. One holds priority rights to its proceeds. The other, which the 8-K calls a related party, controls the litigation; a Liquidia director controls that funder, and Liquidia’s CEO, another director, and its general counsel are among its owners.
To settle with United Therapeutics on October 13, 2026, Liquidia agreed to pay $19.45 million to a related-party funder whose owners include CEO Roger Jeffs. Liquidia’s Form 8-K places the funded antitrust case beside patent suits and a North Carolina Business Court dispute in the definitive deal. The filing says, “PBM retains the sole and exclusive right to control the RareGen Litigation”. Liquidia Technologies and Liquidia PAH, formerly RareGen, are jointly and severally obligated to pay PBM that $19.45 million, while the filing makes the settlement’s releases conditional on payments, court dismissals, and FDA approval, among other conditions.
The antitrust and breach of contract proceedings brought by Sandoz and RareGen against United Therapeutics and Smiths Medical ASD were part of the bargain. RareGen is now Liquidia PAH. The PBM settlement agreement identifies the RareGen case in the United States District Court for the District of New Jersey, No. 2:19-cv-10170, and three Third Circuit appeals, Nos. 24-3067, 24-3116, and 24-3146. The claims are being settled; the filing reports no finding that they were proved.
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Two funders occupied different positions. Henderson SPV had funded $10.0 million of RareGen’s legal and litigation expenses in exchange for a share of litigation or settlement proceeds. Liquidia says Henderson holds liens and priority rights in those proceeds. Under its agreement, PBM RG Holdings funds counsel fees and litigation expenses Henderson does not fund, holds a subordinate security interest, and controls the case. PBM is also entitled to the proceeds remaining after Henderson’s share. Liquidia PAH and its affiliates are entitled to no proceeds and bear no financial or other liability for the case unless PBM defaults, according to the 8-K.
The 8-K calls PBM “a related party of the Company”. Liquidia’s filing identifies Paul B. Manning, a director who beneficially owns at least five percent of its common stock, as PBM’s controller. It names CEO and director Roger Jeffs, director Damian deGoa, and general counsel Russell Schundler among PBM’s owners. The company says disinterested board members reviewed and approved the agreement fixing PBM’s payment. The filing does not state any individual’s stake in PBM or how much of the $19.45 million reaches any one owner.
The October 10 PBM settlement and termination agreement contains a recital about how the settlement may reflect the litigation’s value. It says the value assigned to the litigation may take the form of a reduction in what Liquidia otherwise owes United Therapeutics and “will not reflect arm’s-length price discovery for the value of the Litigation.” The exhibit redacts PBM’s settlement amount. The 8-K states the public figure: Liquidia Technologies and Liquidia PAH are jointly and severally obligated to pay PBM $19.45 million.
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Henderson’s exit is separate. The same filing says Liquidia Technologies and Liquidia PAH are jointly and severally obligated to pay it $19.05 million. Henderson’s financing rights, including its liens and priorities, stay in force until it is paid in full. PBM’s underlying agreement likewise remains in force until PBM receives its payment. Those are agreed obligations in the filing, not evidence that either payment has cleared.
Sandoz had a different claim on the case’s proceeds: the 8-K says its earlier agreement gave it a 50 percent share. Liquidia agreed to place $21.75 million in escrow for Sandoz. The filing ties release of that money to Sandoz’s delivery of dismissal documents and Liquidia’s settlement with United Therapeutics. Upon payment, Sandoz’s interest in the litigation transfers to Liquidia Technologies, which then has sole control for the purpose of dismissing the case with prejudice. The settlement required Liquidia to resolve that plaintiff-side interest, too.
The SEC filing index lists separate exhibit files, which the 8-K identifies as the United Therapeutics, Sandoz, Henderson, and PBM agreements. Their separate terms matter to the money path. Liquidia agreed to make a $175.0 million *net* payment to United Therapeutics, after taking into account a payment by United Therapeutics to Liquidia Technologies to settle its ongoing litigation with Liquidia PAH; the 8-K does not state that payment’s amount. Liquidia also agreed to pay United Therapeutics $145.4 million in two installments. Together, those stated Liquidia payments to United Therapeutics total $320.4 million; the Sandoz and funder obligations are separate.
The settlement spans disputes over three named United States patents and trade secret and breach of contract litigation in the North Carolina Business Court. Liquidia, a Delaware corporation, may continue to market YUTREPIA for pulmonary arterial hypertension. It agreed to seek an FDA label change removing the indication for pulmonary hypertension associated with interstitial lung disease and to stop promoting the product for that use. Each side will continue to bear its own costs and attorneys’ fees.
Analysis: for the legal-spend and exposure picture, the filing states two payments to United Therapeutics that sum to $320.4 million, plus distinct obligations to Sandoz, Henderson, and PBM, across disputes with different parties and claims. Liquidia reported a preliminary, unaudited $396.1 million in cash and cash equivalents as of September 30, 2026. In connection with the settlement, it also agreed to raise the minimum cash covenant in its financing agreement with HealthCare Royalty Partners IV from $15.0 million to $45.0 million.
The $175.0 million net payment is due within 30 business days of October 13, 2026. The $145.4 million is due in two equal installments, on or before January 31 and April 30, 2027. But signing alone does not activate the releases. The filing lists payments to United Therapeutics, dismissals with prejudice in the applicable courts, and FDA approval of the YUTREPIA label change among the conditions for the releases. The signed agreements fix the amounts payable to PBM and Henderson in complete satisfaction of their economic rights.
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