AUPH · Aurinia Pharmaceuticals Inc.

Aurinia Pharmaceuticals Inc. has executed a definitive Agreement and Plan of Merger dated March 30, 2026, to acquire Kezar Life Sciences, Inc. via a two-step process: a cash tender offer at $6.955 per share plus one contingent value right (CVR), followed by a short-form merger. The CVR provides Kezar shareholders with potential upside from Kezar's Closing Net Cash exceeding $50 million (100% excess shared), net proceeds from existing agreements with Enodia Therapeutics (asset sale of Sec61 program) and Everest Medicines (collaboration/license), and milestones/royalties from zetomipzomib (Kezar's lead immunoproteasome inhibitor for AIH, lupus nephritis, SLE) including up to $88 million in clinical/regulatory/sales milestones and 3% net sales royalties over 10 years. Aurinia commits commercially reasonable efforts to develop zetomipzomib during a 1-2 year period post-closing. Key conditions include tender of shares representing one more than 50% of outstanding common stock and minimum Closing Net Cash of $50 million (defined per Schedule I, excluding transaction expenses). Tang Capital Partners, holding 9% of Kezar shares, supports via tender agreement (Exhibit 10.1). Kezar board unanimously approved, deeming fair to shareholders post-strategic review. Offer documents (Schedule TO) and recommendation statement (Schedule 14D-9) to follow commencement. Termination possible by June 28, 2026, with $1.2 million fee if Kezar pursues superior proposal. Transaction enhances Aurinia's autoimmune pipeline with zetomipzomib's Phase 2 PORTOLA data showing steroid-sparing remissions in AIH.