Zydus Lifesciences Limited has announced a settlement agreement with Astellas Pharma Inc. regarding the patent litigation over Myrbetriq (generic name: Mirabegron), concluding a legal dispute that began with the company's earlier intimation dated April 17, 2025. The pharmaceutical company disclosed this development through a regulatory filing under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Settlement Agreement Terms

The settlement involves both Zydus Lifesciences Limited and its wholly owned subsidiary, Zydus Pharmaceuticals USA, Inc. The financial terms of the agreement include significant payment obligations for the Indian pharmaceutical company.

Impact on Business Operations

The settlement agreement provides clarity for Zydus' operations in the US generic drug market. Under the terms, Zydus will pay Astellas an aggregate amount of USD 120 million as part of the resolution. Additionally, the company has agreed to pay prepaid per unit licensing fees on units of its generic Mirabegron sold in the US market from the date of the settlement agreement until September 2027.

Legal Resolution

This settlement concludes all litigation between Astellas and Zydus relating to Myrbetriq and Mirabegron. The agreement enables Zydus to continue marketing its generic version of Mirabegron in the United States without further legal challenges from Astellas regarding this particular product.

Confidential Terms

While the company has disclosed the key financial aspects of the settlement, other terms and conditions of the agreement remain confidential. The settlement represents a strategic resolution that allows both parties to move forward without prolonged litigation costs and uncertainties.

The announcement was signed by Dhaval N. Soni, Company Secretary and Compliance Officer, and filed with both BSE Limited and the National Stock Exchange of India Limited on February 12, 2026.

Zydus Lifesciences Limited board of directors has formally reviewed and commented on penalties levied by BSE and NSE for technical non-compliance with board meeting intimation requirements under SEBI regulations.

Penalty Details and Background

Both BSE and NSE imposed penalties of ₹11,800 each (including GST) on the company through notices dated December 15, 2025. The penalties were levied for technical non-compliance with Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The non-compliance related to insufficient prior intimation for a board meeting held on November 6, 2025, which was convened to consider a fund-raising exercise. Under Regulation 29, companies must provide at least two working days' advance notice to exchanges, excluding both the intimation date and meeting date.

Timeline and Compliance Issue

Zydus Lifesciences had provided meeting intimation to both exchanges on November 3, 2025. However, a discrepancy arose regarding the interpretation of working days due to different holiday calendars.

The company considered November 5, 2025, as a working day based on the RBI holiday list for Ahmedabad, where its registered office is located. However, the exchanges treated it as a holiday due to the trading holiday in Mumbai on account of Prakash Gurpurb Sri Guru Nanak Dev.

Board's Response and Analysis

At the board meeting held on February 9, 2026, directors reviewed the notices dated December 15, 2025, and the company's replies dated December 29, 2025. The board made several key observations:

• The technical non-compliance was inadvertent, resulting from different interpretations of holiday calendars between Ahmedabad and Mumbai
• The company acted in good faith with no intention to deviate from regulatory requirements
• Legal counsel's interpretation contributed to the technical error
• The company maintains a robust compliance framework

Penalty Payment and Compliance Measures

The company has paid both penalties within the prescribed timeline as specified in the exchange notices. The board confirmed that replies were submitted to both exchanges on December 29, 2025, acknowledging the penalty payments.

Key compliance actions taken include:

• Payment of ₹11,800 to BSE within prescribed timeline
• Payment of ₹11,800 to NSE within prescribed timeline
• Formal acknowledgment to both exchanges
• Implementation of strengthened processes to prevent future technical non-compliances

Corporate Governance Commitment

The board emphasized that the company has consistently endeavored to comply with applicable rules and regulations in their true letter and spirit. Despite this inadvertent technical error, Zydus Lifesciences has undertaken necessary steps to strengthen its compliance processes.

The board reaffirmed its commitment to strong governance and regulatory adherence, ensuring that such technical discrepancies are avoided in future through enhanced process controls and clearer interpretation guidelines for holiday calendars across different locations.