UNITED THERAPEUTICS CorpUTHR
UNITED THERAPEUTICS Corp Commitments Disclosure
Commitments and Contingencies
Leases
We lease facilities and equipment under operating lease arrangements that have terms expiring at various dates through 2043. Certain lease arrangements include renewal options and escalation clauses. In addition, various lease agreements to which we are party require that we comply with certain customary covenants throughout the term of these leases. If we are unable to comply with these covenants and cannot reach a satisfactory resolution in the event of noncompliance, these agreements could terminate.
Future minimum lease payments under non-cancelable operating leases as of December 31, 2025, are as follows (in millions):
| Year Ending December 31, | |||||
| 2026 | $ | 7.3 | |||
| 2027 | 7.2 | ||||
| 2028 | 6.9 | ||||
| 2029 | 6.1 | ||||
| 2030 | 4.6 | ||||
| Thereafter | 5.5 | ||||
| Total | $ | 37.6 | |||
Total operating lease expense was $8.9 million, $7.6 million, and $5.7 million for the years ended December 31, 2025, 2024, and 2023, respectively. The amounts recorded in operating lease expense include short-term leases, which are immaterial.
In August 2021, we entered into a commercial supply agreement (Supply Agreement) with MannKind Corporation (MannKind), which was later amended. Pursuant to the Supply Agreement, MannKind is responsible for manufacturing and supplying Tyvaso DPI to us. Unless earlier terminated, the initial term of the Supply Agreement continues until December 31, 2031 and will thereafter be renewed automatically for additional, successive two-year terms unless either party provides notice of non-renewal. We determined that the Supply Agreement contains certain lease components and have elected the expedient to combine lease and non-lease components as a single lease component. All payment obligations under the Supply Agreement are variable in nature and we incurred costs of $216.4 million, $179.8 million, and $130.4 million during the years ended December 31, 2025, 2024, and 2023, respectively. In January 2026, we entered into an amendment to our Supply Agreement with MannKind related to production services that includes committed annual purchase amounts through December 31, 2031.
In September 2022, we entered into an agreement (Lease Agreement) to lease the entirety of a building. The Lease Agreement modified and replaced several of our pre-existing leases of portions of the same building, and has an initial term expiring in July 2027, with five renewal options of five years each, exercisable in our sole discretion. As a result, we remeasured the lease liability at our incremental borrowing rate, using a lease term that assumed we exercise one renewal option, due to our financing of significant leasehold improvements necessary for the research and development activities being performed at this location. Upon remeasurement, we determined that the lease remains an operating lease. As of December 31, 2025, our consolidated balance sheets included a right-of-use asset of $8.8 million, leasehold improvements, net of $28.8 million, and lease liability for the building of $9.5 million.
Milestone Payments and Royalty Obligations
We are party to certain license agreements pursuant to which we have in-licensed or acquired intellectual property rights covering our commercial and/or development-stage products. Generally, these agreements require that we make milestone payments in cash upon the achievement of certain product development and commercialization goals and payments of royalties upon commercial sales. In addition, we sometimes acquire companies under terms that include the potential payment of earn-out consideration in connection with future activities. The following table outlines our financial obligations under certain of these agreements:
| Counterparty | Relevant Product | Our Financial Obligation | ||||||
Arena Pharmaceuticals, Inc. (now owned by Pfizer) | Ralinepag | Low double-digit, tiered royalty on net product sales of ralinepag (any route of administration); a one-time payment of $250.0 million upon FDA approval of an inhaled formulation of ralinepag to treat PAH; and a one-time payment of $150.0 million upon approval in certain non-U.S. jurisdictions of an oral version of ralinepag to treat any indication | ||||||
DEKA Research & Development Corp. (DEKA) | Remunity Pump RemunityPRO Pump | Product fees and single-digit royalty on net product sales of the Remunity and RemunityPRO Pumps and Remodulin for use with these pumps; reimbursement of DEKA’s development and manufacturing costs | ||||||
IVIVA Medical, Inc. (IVIVA) former securityholders | IVIVA kidney products | Two percent royalty on net product sales | ||||||
Eli Lilly & Co. | Adcirca | Ten percent royalty on net product sales of Adcirca, plus milestone payments of $325,000 for each $1,000,000 in net product sales | ||||||
| MannKind Corporation | Tyvaso DPI | Ten percent royalty on net product sales of Tyvaso DPI | ||||||
Revivicor, Inc. former securityholders | UHeart, UKidney, and UThymoKidney | Up to $25.0 million in milestone payments (of which $2.5 million has been paid), and a five percent royalty on net product sales | ||||||
| Supernus Pharmaceuticals, Inc. | Orenitram | Single-digit royalty on net product sales of Orenitram, through the fourth quarter of 2026 | ||||||
| The Scripps Research Institute | Unituxin | One percent royalty on net product sales of Unituxin | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 21, 2018 | |
| 2016 | Feb 22, 2017 | |
| 2015 | Feb 25, 2016 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.