United Therapeutics Corporation (NASDAQ:UTHR) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously announced in our Current Report on Form8-K filed with the Securities and Exchange Commission on November15, 2018 (the “Announcement Date”), United Therapeutics Corporation (the “Company”) entered into an Exclusive License Agreement (the “License Agreement”) with Arena Pharmaceuticals,Inc. (“Arena”) on the Announcement Date.

The Company and Arena closed the transactions contemplated by the License Agreement on January24, 2019 (the “Closing”), including (i)a grant by Arena to the Company of perpetual, irrevocable and exclusive rights throughout the universe to develop, manufacture and commercialize the compound ralinepag (“Ralinepag”), an IP receptor agonist being developed for treatment of pulmonary arterial hypertension; (ii)a transfer by Arena to the Company of certain other assets relating to Ralinepag, including, among others, related domain names and trademarks, permits, certain contracts, inventory, regulatory documentation,IND No.109021 (relating to Ralinepag) (the “IND”) and non-clinical, pre-clinical and clinical trial data; and (iii)the assumption by the Company of certain limited liabilities from Arena, including, among others, all post-closing obligations under assumed contracts and the IND; and (iv)the payment by the Company to Arena of $800,000,000 (the “Closing Payment”). The Closing Payment was funded via a borrowing under the Company’s Credit Agreement, dated as of June27, 2018 (the “Credit Agreement”), by and among the Company, certain subsidiaries of the Company party thereto as guarantors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.The Credit Agreement is further described in, and attached to, our Current Report on Form8-K filed with the Securities and Exchange Commission on June28, 2018.

Under the License Agreement, the Company will also pay to Arena (i)a one-time payment of $250,000,000 for the first, if any, marketing approval received by the Company in the United States for an inhaled version of Ralinepag to treat pulmonary arterial hypertension; (ii)a one-time payment of $150,000,000 for the first, if any, receipt by the Company of a marketing approval in any of Japan, France,Italy, the UK, Spain or Germany for an oral version of Ralinepag to treat any indication; and (iii)low double-digit, tiered royalties on net sales of any pharmaceutical product containing Ralinepag as an active ingredient, subject to certain adjustments for third party license payments.

Item 7.01. Regulation FD.

On January24, 2019, the Company issued a press release announcing the Closing. A copy of the press release is being furnished as Exhibit99.1 hereto and is incorporated herein by reference.

The information in this Item 7.01 and the related Item 9.01, including Exhibit99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act as amended, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

* Exhibits and schedules to this agreement have been omitted to the rulesof the Securities and Exchange Commission. We will submit copies of such exhibits and schedules to the Securities and Exchange Commission upon request.