Clearside Biomedical - Chapter 11 Bidding Procedures Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Debtor: Clearside Biomedical, Inc.
• Debtor’s Counsel: Cooley LLP and Richards, Layton & Finger, P.A.
• Debtor’s Financial Advisor: Berkeley Research Group, LLC (BRG)
• Consultation Parties: The ad hoc group of equity holders represented by Morris James LLP and Orrick, Herrington & Sutcliff LLP, and any statutory committee appointed in the case.

Assets Being Sold

• The Debtor is soliciting bids for the sale of all, substantially all, or a subset of its assets.
• The sale will be implemented pursuant to a purchase agreement substantially in the form of a Form APA provided by the Debtor or a Stalking Horse Purchase Agreement.

Stalking Horse Bid

• The Debtor is authorized, but not obligated, to designate a Stalking Horse Bidder and enter into a Stalking Horse Purchase Agreement subject to Court approval.
• If a Stalking Horse Bidder is designated, the Debtor will file a Stalking Horse Notice setting forth the bidder's identity, purchase price, and relevant terms.
• The Stalking Horse Bidder is deemed a Qualified Bidder and its agreement a Qualified Bid; it is not required to submit an additional bid.
• If the Stalking Horse Bid is not the Successful Bid, the Stalking Horse Bidder agrees to serve as the Backup Bidder.

Bid Requirements

• To participate, Interested Parties must submit Preliminary Bid Documents, including an executed confidentiality agreement, to the Debtor's financial advisor.
• To be deemed a Qualified Bid, a bid must be received by the Bid Deadline and satisfy the following criteria:
  • Assets and Liabilities: Clearly identify the assets to be purchased, liabilities to be assumed, and contracts/leases to be assigned.
  • Purchase Price: Set forth the cash purchase price and any non-cash consideration.
  • Deposit: Include a cash Good Faith Deposit equal to 10% of the aggregate purchase price.
  • Documentation: Include duly executed, non-contingent transaction documents marked against the Form APA or Stalking Horse APA.
  • Financial Assurance: Provide written evidence of the financial ability to close and adequate assurance information for assigned contracts.
  • No Contingencies: The bid must not be conditioned on financing, internal approval, or due diligence outcomes.
  • Regulatory Timeline: The transaction must be reasonably likely to close by Jan. 29, 2026.
  • Irrevocability: The bid must remain irrevocable until closing if selected as the Successful or Backup Bidder.
• Bidders must confirm they have not engaged in collusion and must disclaim any right to break-up fees or expense reimbursements (other than the Stalking Horse).

Good Faith Deposit

• Amount: 10% of the aggregate purchase price in cash.
• Adjustment: If a bid is increased (e.g., during the Auction), the deposit must be increased to match 10% of the new price within one business day.
• Disposition:
  • Applied to the purchase price for the Successful Bidder at closing.
  • Returned to non-successful bidders (excluding the Backup Bidder) within five business days after the Auction.
  • Held in escrow for the Backup Bidder until the sale closes.

Overbid

• Initial Overbid: Must equal the sum of the Stalking Horse purchase price, plus the Bid Protections, plus $500,000.
• Minimum Overbid Increment: $500,000 above the immediately preceding bid.

Bid Protections

• Expense Reimbursement: Actual, documented out-of-pocket costs incurred by the Stalking Horse Bidder, not to exceed $100,000.
• The Expense Reimbursement constitutes an allowed administrative expense claim.
• No other break-up fees, topping fees, or termination fees are permitted.

Auction Details

• If more than one Qualified Bid is received, an Auction will be held on Jan. 20, 2026. If no competing bids are received, the Stalking Horse Bidder will be deemed the Successful Bidder.
• The Auction will be conducted openly and transcribed or video recorded.
• Bidding will commence at the Baseline Bid amount.
• After each round, the Debtor will announce the "Leading Bid." Round-skipping is prohibited.
• The Debtor will determine the Successful Bid and Backup Bid at the conclusion of the Auction.

Assumption and Assignment

• The Debtor will file a Contract Assumption Notice listing contracts to be assumed and assigned, along with proposed Cure Amounts.
• Payment of Cure Amounts will cure existing defaults and compensate for pecuniary loss.
• Objections to assumption, assignment, or cure amounts must be filed by the Sale Objection Deadline.
• If a Cure Amount is disputed, the Debtor may segregate the disputed amount from sale proceeds and proceed with the assignment pending resolution.

Sale Free and Clear

• Assets will be sold free and clear of all liens, claims, interests, and encumbrances, with such encumbrances attaching to the net sale proceeds.

Key Dates

• Motion Objection Deadline: Dec. 17, 2025
• Stalking Horse Notice Deadline: Two days prior to the Bidding Procedures Hearing
• Bidding Procedures Hearing: Dec. 19, 2025
• Assumption and Assignment Service Deadline: One business day after entry of the Order
• Sale Objection and Contract Objection Deadline: Jan. 9, 2026
• Bid Deadline: Jan. 12, 2026, at 12:00 p.m. ET
• Auction (if necessary): Jan. 20, 2026, at 10:00 a.m. ET
• Notice of Successful Bidder Deadline: 24 hours following the Auction
• Post-Auction Objection Deadline: The later of Jan. 22, 2026, or two days following Notice of Successful Bidder
• Sale Hearing: Jan. 26, 2026
• Closing: No later than three business days after entry of the Sale Order

Sale of Assets to Health Ocean Pharma Summary

Parties Involved

• Seller: Clearside Biomedical, Inc., a Delaware corporation and debtor-in-possession (Case No. 25-12109 (TMH), U.S. Bankruptcy Court for the District of Delaware)
• Purchaser: Health Ocean Pharma (Eye) Limited, a company formed under the laws of Hong Kong, as the Stalking Horse Bidder and Successful Bidder
• Guarantor: Li Xiaoting
• The Parties entered into an Amended and Restated Asset Purchase Agreement dated as of June 5, 2026, which amends and restates in its entirety the Original Asset Purchase Agreement dated as of January 7, 2026, as amended by a First Amendment dated as of January 20, 2026.
• Neither the Purchaser nor any of its current Affiliates, officers, directors, managers, shareholders, members, or their respective successors or assigns is an "insider" of the Debtor, as defined under section 101(31) of the Bankruptcy Code. No common identity of directors, managers, controlling shareholders, or members exists between the Debtor and the Purchaser.
• In a footnote to its insider finding, the Court noted that, following the closing of the Sale Transaction, the Debtor's former Chief Medical Officer, Victor Chong (whose employment with the Debtor terminated in July 2025), is expected to assume a role with the Purchaser.

Business

• The Business consists of the development, manufacturing, and sale of therapies for back-of-the-eye diseases using the Seller's suprachoroidal space microinjection platform.

Assets Being Sold

• Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, the Seller will sell all of its right, title, and interest in the assets, properties, and rights relating to, used in, or held for use in connection with the Business, excluding only the Excluded Assets, free and clear of all Encumbrances other than Permitted Encumbrances (the "Acquired Assets"), including:
  • All Equity Interests in Clearside Royalty LLC (the "Acquired Entity");
  • All Contracts listed on Schedule 1.1(b) (the "Assigned Contracts");
  • All rights to CLS-AX, including all related rights to the Axitinib molecule as used or incorporated therein;
  • All rights, title, and interest in the molecules set forth on Schedule 1.1(d), subject to the Royalty Agreement;
  • All finished products, semi-finished products, and raw materials related to such molecules, whether held at Seller's facilities or by third-party manufacturers or suppliers;
  • All of Seller's electronic data files and records related to its clinical management and quality management systems used for U.S. Food and Drug Administration reporting, including all clinical data for CLS-AX owned by Seller and referenced in any investigational new drug application; and
  • All other electronic data files related to the Acquired Assets.

Excluded Assets

• The Seller retains the Excluded Assets, which include, among other items:
  • All Cash and Cash Equivalents of Seller, including the Cash Payment, but excluding the Royalty Holdback;
  • All insurance policies and any claims under insurance policies held by Seller;
  • All of Seller's rights in and interest to the Excess Royalties;
  • All of Seller's tax assets, including Tax refunds and Tax attributes (including prepaid Tax amounts);
  • Any and all claims or causes of action available to Seller under chapter 5 of the Bankruptcy Code, and claims or causes of action against any current or former director or officer of Seller;
  • All of Seller's escrow, security, and utility deposits, credits, allowances, charges, setoffs, prepaid expenses, and other prepaid items;
  • The molecules set forth on Schedule 1.2(h); and
  • All Intellectual Property of Seller that does not claim or is not included in any of the Acquired Assets or that is not related to the Business.

Assumed Liabilities

• Effective as of the Closing, and in addition to the Cash Payment, the Purchaser will assume only the following Liabilities (the "Assumed Liabilities"):
  • All Liabilities and obligations of Seller under the Assigned Contracts that become due from and after the Closing; and
  • All Liabilities agreed to be assumed by Purchaser or for which Purchaser has agreed to be responsible, as listed on Schedule 1.3(b) or pursuant to the express terms of the Agreement.

Excluded Liabilities

• The Purchaser is not assuming any Liability other than the Assumed Liabilities. Excluded Liabilities include all Liabilities related to any Excluded Assets, all Liabilities relating to Excluded Contracts, all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assignment and assumption of the Assigned Contracts (the "Cure Costs"), and all Liabilities for Taxes of or with respect to the Acquired Assets or Assumed Liabilities for any Pre-Closing Tax Period (and all Taxes with respect to the Excluded Assets or Excluded Liabilities for any taxable period).

Purchase Price

• The aggregate consideration (the "Purchase Price") to be paid by the Purchaser for the Acquired Assets is comprised of:
  • The assumption of the Assumed Liabilities; and
  • A cash payment of $4,000,000 (the "Cash Payment").
• At the Closing, the Purchaser will deliver to the Seller the Closing Date Payment, equal to the Cash Payment, less the Deposit and any investment income, less an amount equal to the Bid Protections.
• As of the Closing, the Purchaser must have committed capital or other credit support for the Acquired Entity's working capital needs of at least $1,000,000 (the "Capital Commitment"), which shall be enforceable by HCR for the benefit of the Acquired Entity.
• The Debtor's determination that the Asset Purchase Agreement constitutes the highest and best offer for the Acquired Assets is reasonable and a valid and sound exercise of the Debtor's business judgment, and the total consideration is fair and reasonable and in the best interests of the Debtor, its estate, and its stakeholders.

Royalty Agreement

• As a condition to Closing, the Parties will enter into a Royalty Agreement under which the Purchaser (and its successors and assigns) will pay the Seller a 2.5% royalty on any revenue generated by the Montelukast, Macitentan, and Triamcinolone molecules and the patents related thereto (the "Subject Molecules"), subject to the following:
  • The royalty payable on the Triamcinolone molecule is payable solely on revenue generated from upfront fees and commercial sales from any internally developed therapies, and is not payable from any royalty or milestone payments;
  • Aggregate royalty fees payable on revenues from the Subject Molecules are subject to an annual cap of $250,000; and
  • All royalty obligations expire once the Seller has received aggregate royalty payments on the Subject Molecules of $2,000,000.

Stalking Horse Bid

• In accordance with the Original Asset Purchase Agreement and subject to the Bidding Procedures Order, the Seller selected the Purchaser to serve as the Stalking Horse Bidder, whereby the Original Asset Purchase Agreement served as a base against which other potential Qualified Bids for the Acquired Assets were measured, subject to competing offers via the overbid process provided in the Bidding Procedures.
• On December 17, 2025, the Seller filed the Stalking Horse Notice and provided all required notices of the transactions contemplated by the Original Asset Purchase Agreement.

Bid Protections

• In consideration of the Purchaser's time and expenses in connection with the Original Asset Purchase Agreement, and to compensate the Purchaser as the Stalking Horse Bidder in connection with the Auction and the Seller's acceptance of an Alternative Transaction for the Excess Royalties, the Purchaser is entitled to an expense reimbursement for actual, reasonable, and documented out-of-pocket costs and expenses (which may include the reasonable and documented fees and expenses of counsel) in an amount not to exceed $100,000 (the "Bid Protections").
• The Bid Protections are payable to the Purchaser by way of a deduction to the Purchase Price.

Bid Requirements

• In accordance with the Bidding Procedures Order, the Asset Purchase Agreement was deemed a Qualified Bid.
• Other parties interested in bidding on the Acquired Assets were provided sufficient information to make an informed judgment on whether to submit a Bid.
• The Purchaser is and shall be capable of satisfying the conditions contained in sections 365(b)(1)(C) and 365(f) of the Bankruptcy Code with respect to the Assigned Contracts and the related Assumed Liabilities.

Good Faith Deposit

• The Purchaser made an earnest money deposit with Epiq Corporate Restructuring, LLC (the "Escrow Agent") in an amount equal to $270,000 (the "Deposit"), held in a separate, segregated, interest-bearing escrow account.
• The Deposit is not subject to any lien, attachment, trustee process, or other judicial process of any creditor of Seller or Purchaser, and will be applied against payment of the Purchase Price on the Closing Date.
• If the Agreement is terminated by the Seller pursuant to Section 8.1(d) or Section 8.1(f) prior to the Closing, the Seller is entitled to retain the Deposit. The Parties agree that the Seller's right to retain the Deposit is not a penalty, but rather liquidated damages in a reasonable amount that would otherwise be impossible to calculate with precision, and that retention of the Deposit is the Seller's sole and exclusive remedy for damages under the Agreement, except in the case of a Willful Breach.

Auction

• On January 20, 2026, the Seller commenced the Auction with respect to the Debtor's Assets, which was adjourned pending resolution of objections raised by HCR. To resolve those objections, the Seller modified how the Auction would be conducted and requested that modifications be made to the Purchaser's bid.
• On March 25, 2026, the Seller reconvened the Auction for the purpose of conducting a sale of the Excess Royalties and accepted a bid for an Alternative Transaction for the sale of the Excess Royalties. Aura Biosciences, Inc. was the successful bidder for the Excess Royalties, and HCR was designated as the backup bidder. The Excess Royalties constituted part of the Acquired Assets as defined in the Original Asset Purchase Agreement.
• Prior to recommencing the Auction, the Purchaser and Seller negotiated the Agreement, and pursuant to the Bidding Procedures, the Seller determined, in its business judgment, not to hold an Auction for the Acquired Assets. The Debtor then gave due and proper notice of the cancellation of the Auction, the designation of the Purchaser as the Successful Bidder, the Post-Auction Objection Deadline, and the Sale Hearing.

Marketing Process and Business Judgment

• The Debtor and its advisors engaged in a robust, diligent, and extensive marketing and sale process, which was open and fair, conducted in accordance with the Bidding Procedures Order and the sound exercise of the Debtor's business judgment.
• The Bidding Procedures were substantively and procedurally fair to all parties in interest and all potential bidders, and afforded notice and a full, fair, and reasonable opportunity for any interested party to make a higher or otherwise better offer. The Debtor conducted the sale process without collusion.
• Consistent with its fiduciary duties, the Debtor demonstrated good, sufficient, and sound business reasons for entering into the Sale Transaction, including that the consideration provided by the Purchaser will provide a greater recovery for the Debtor's estate than any other available alternative, including a separate liquidation of the Acquired Assets, and that stakeholder recoveries would be diminished unless the Sale Transaction is concluded expeditiously.

Good Faith; Arm's-Length Sale

• The sale process and the negotiation of the Asset Purchase Agreement were conducted at arm's length, on a non-collusive basis, in good faith, and were substantively and procedurally fair to all parties in interest.
• The Purchaser is a good-faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and is entitled to the full protections of that provision; accordingly, the reversal or modification on appeal of the authorization to consummate the Sale Transaction will not affect the validity of the Sale Transaction or any term of the Asset Purchase Agreement and will not permit the unwinding of the Sale Transaction. Neither the Debtor nor the Purchaser engaged in any conduct that would cause the Asset Purchase Agreement or the Sale Transaction to be avoided, or costs or damages to be imposed, under section 363(n) of the Bankruptcy Code.
• The Debtor was free to deal with any other party interested in purchasing some or all of the Acquired Assets, and the section 363(m) protections are integral to the Sale Transaction, without which the Purchaser would not consummate the transaction.

No Fraudulent Transfer

• The total consideration provided by the Purchaser constitutes reasonably equivalent value, reasonable market value, and fair, full, and adequate consideration under the Bankruptcy Code and applicable law. The sale may not be avoided under any statutory or common law fraudulent conveyance or fraudulent transfer theories.

Sale Free and Clear

• Pursuant to sections 105(a) and 363(f) of the Bankruptcy Code, the Acquired Assets will be sold free and clear of all Claims and Encumbrances (other than Permitted Encumbrances), with all such Claims and Encumbrances to attach to the proceeds of the Sale Transaction with the same validity, force, priority, and effect; provided that setoff rights will be extinguished to the extent there is no longer mutuality after consummation.
• At Closing, all of the Debtor's right, title, and interest in the Acquired Assets will vest immediately in the Purchaser, free and clear of all Claims and Encumbrances other than Permitted Encumbrances. The transfer is supported by satisfaction of one or more of the standards set forth in section 363(f)(1)–(5) of the Bankruptcy Code.
• No "bulk sales," "bulk transfer," or similar law of any state or other jurisdiction (including those relating to Taxes) applies to the transactions approved by the Order.

No Successor or Transferee Liability

• Neither the Purchaser nor any of its Affiliates is a mere continuation of the Debtor or its estate, a successor to the Debtor, or holding itself out to the public as a continuation of the Debtor, and none of the transactions amount to a consolidation, merger, or de facto merger with or into the Debtor.
• Except as otherwise provided in the Asset Purchase Agreement and the Order, neither the Purchaser nor any of its Affiliates will have any responsibility for any liability or obligation of the Debtor related to the Acquired Assets (other than Permitted Encumbrances that expressly run with the Acquired Assets) or any Claims against the Debtor or its predecessors or Affiliates. The Purchaser would not have acquired the Acquired Assets but for these protections against Successor or Transferee Liability.

Release of Liens on Proceeds

• Pursuant to the Settlement Agreement among the Debtor, Clearside Royalty, and HCRx (Healthcare Royalty Partners IV, L.P., HCR Collateral Management, LLC, and HCR Clearside SPV, LLC), upon the Debtor's payment in full of the Indemnity Claim from the Clearside Royalty Asset Sale Proceeds — which may be satisfied in part from the proceeds of the Sale Transaction to the extent such proceeds constitute Clearside Royalty Asset Sale Proceeds — HCRx's first-priority security interest and lien on the Clearside Royalty Asset Sale Proceeds will be deemed fully released and discharged.
• Notwithstanding anything to the contrary, the sale of the Debtor's equity interests in the Acquired Entity remains subject to HCRx's first-priority security interest in, and lien on, the equity of the Acquired Entity granted pursuant to the Pledge and Security Agreement dated as of August 8, 2022, as amended, and nothing in the Order or the Asset Purchase Agreement extinguishes or impairs such security interest or HCRx's related rights.

Assumption and Assignment of Contracts

• Upon the Closing Date, the Debtor is authorized to assume and assign the Assigned Contracts, set forth on the Assigned Contracts Exhibit, to the Purchaser free and clear of all Claims, Interests, and Encumbrances other than Permitted Encumbrances.
• The Cure Amounts listed on the Assumption and Assignment Notices and Assigned Contracts Exhibit are the sole amounts necessary to be paid upon assumption and assignment under sections 365(b)(1)(A) and (B) and 365(f)(2)(A) of the Bankruptcy Code. Upon payment of the Cure Amounts, the Assigned Contracts remain in full force and effect, and following the Closing Date the Debtor will have no further liabilities to the counterparties.
• Prior to the Closing Date, the Debtor, at the Purchaser's request, may supplement, amend, or otherwise modify the Assigned Contracts Exhibit. The Debtor is also authorized to supplement the Assumption and Assignment Notices to add additional contracts, provided it gives seven days' notice to any non-Debtor counterparty of the potential assumption and assignment and the proposed Cure Amount.
• There shall be no rent accelerations, assignment fees, increases, or any other fees charged to the Debtor or the Purchaser as a result of the assumption and assignment.
• With respect to the License Agreement with The Georgia Tech Research Corporation ("GTRC") and Emory University ("Emory"), the parties agree that prepetition royalty payments of $3,978.18 (the "GT/Emory Cure Amount") remain unpaid; the Debtor will pay the GT/Emory Cure Amount on or prior to the Closing, after which the Debtor's contracts with GTRC and Emory may be assumed and assigned to the Purchaser. Pursuant to Section 1.3(b) of the Asset Purchase Agreement, the Purchaser has agreed to assume the Debtor's payment, reporting, and other obligations to GTRC and Emory under the License Agreement, including the "Maintenance Fees" under Section 3.6, which will be the sole responsibility of the Purchaser following the Closing.

Guaranty

• The Guarantor irrevocably, absolutely, and unconditionally guarantees to the Seller the punctual payment of all sums owed by the Purchaser under the Agreement, including the Purchaser's payment obligations pursuant to Section 2.1 (the "Guaranteed Obligations").
• If the Purchaser fails to pay any of the Guaranteed Obligations, the Guarantor will be jointly and severally liable and will perform or take whatever steps may be necessary to procure performance of the same.

Sub Rosa Plan

• The transactions contemplated by the Asset Purchase Agreement neither impermissibly restructure the rights of the Debtor's stakeholders nor impermissibly dictate the terms of a chapter 11 plan, and therefore do not constitute a sub rosa plan or a de facto plan of reorganization or liquidation.

Compelling Circumstances for an Immediate Sale

• Time is of the essence in consummating the transactions, and the Sale Transaction and assumption and assignment of the Assigned Contracts must occur within the time constraints set forth in the Asset Purchase Agreement to preserve and maximize the value of the Debtor's estate.
• The Debtor demonstrated compelling circumstances and a sound business purpose for immediate approval and consummation outside of a chapter 11 plan, as the estate would suffer irreparable harm if the requested relief is not granted on an expedited basis, and creditor recoveries would be diminished should the Sale Transaction be delayed or not consummated.

Closing

• The Closing will take place by telephone conference and/or electronic exchange of documents (or, if the Parties agree to a physical closing, at the offices of Cooley LLP in New York) at 10:00 a.m. Eastern Time on the third Business Day following full satisfaction or waiver of the closing conditions set forth in Article VII.

Termination

• The Agreement may be terminated, among other circumstances:
  • By the mutual written consent of Seller and Purchaser;
  • By written notice of either Purchaser or Seller if the Closing has not occurred on or before June 30, 2026 (the "Outside Date"), provided the terminating Party did not cause the failure to close; or
  • By Purchaser or Seller if the Bankruptcy Court enters an order approving the sale of the Acquired Assets pursuant to an Alternative Transaction, or if the Seller enters into and consummates an Alternative Transaction with respect to the Acquired Assets in accordance with the Bidding Procedures.

Post-Closing Arrangements

• The Asset Purchase Agreement contemplates the entry into a Transition Services Agreement (or similar agreement) to support the transition of the Acquired Assets to the Purchaser, the term of which shall expire prior to the effective date of the Seller's chapter 11 plan; the Purchaser will bear the fully burdened cost of any services provided thereunder.
• The Court waived the 14-day stay provided in Bankruptcy Rules 6004(h) and 6006(d), finding there is no reason for delay; the Order is immediately effective and enforceable upon entry.
• The Court retains jurisdiction to interpret, implement, and enforce the terms of the Order and the Asset Purchase Agreement and to adjudicate any disputes concerning or relating to the Sale Transaction.

Jurisdiction and Governing Law

• The Court has jurisdiction pursuant to 28 U.S.C. §§ 157 and 1334, and the matter is a core proceeding under 28 U.S.C. § 157(b); venue is proper under 28 U.S.C. §§ 1408 and 1409. The statutory predicates for the relief are sections 105, 363, and 365 of the Bankruptcy Code.
• Except to the extent the mandatory provisions of the Bankruptcy Code apply, the Agreement and any Agreement Dispute are governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of laws principles.