TME Pharma details its agreement with TMS: €150,000 firm, the rest non-binding
The only firm commitments are limited to six months of exclusivity and a non-refundable fee of €150,000. A definitive agreement would only take effect once the Japanese subsidiary of TMS secures the financing needed to resume the GLORIA trial in glioblastoma.
Firm exclusivity, non-binding financial terms
TME Pharma published on November 10, 2026 the details of the exclusive negotiation agreement and the non-binding term sheet signed on October 29, 2026 with Japan's TMS Co., Ltd. for its candidate NOX-A12. The text distinguishes two categories of commitments.
The six-month exclusive negotiation period and the non-refundable exclusivity fee of €150,000 are binding. This period may be extended by three months at most, in exchange for a non-refundable payment of €50,000 per month.
The economic terms serve as the basis for discussions toward a definitive license agreement. They are not binding and may change in the final version; the company states that there is no assurance that such an agreement will be concluded.
Upon signing a definitive agreement, TME Pharma would receive short-term payments of approximately €10 million. Approximately half would be paid in cash and approximately half in shares of the Japanese subsidiary of TMS, with a stake of up to 20%.
The potential for milestone payments exceeds €100 million, including approximately €37 million linked to regulatory milestones up to marketing authorization. The first payment of this kind could occur two years at the earliest, with the balance corresponding to sales-based milestone payments.
Additionally, in the longer term, there would be tiered royalties of 8% to 10% on net sales and a share of any sublicensing revenue. According to the company, all of these payments depend on clinical, regulatory and commercial success and may never be received.
Targeted sales of around €1 billion by 2040, financial visibility until 2028
To put the stakes into perspective, TME Pharma estimates that the first-line treatment market for newly diagnosed glioblastoma, in the United States and the European Union of 27, could represent approximately €3 billion per year at the launch of NOX-A12, then approximately €4 billion per year by 2046.
This estimate is based on a twelve-month treatment priced at the level of atezolizumab, a checkpoint inhibitor antibody, used in combination with bevacizumab. Approximately 54% of newly diagnosed patients have chemotherapy-refractory tumors (unmethylated MGMT), the population studied in GLORIA.
Assuming successful clinical development and regulatory approval, which the company itself describes as uncertain, and a market share of approximately half of these patients, TME Pharma projects annual sales of approximately €1 billion by 2040. Its internal risk-adjusted valuation applies the standard industry attrition rates for oncology.
Financially, the company specifies that its visibility until the second quarter of 2028 does not depend on a transaction with TMS. On October 26, 2026, it had announced the postponement of its debt maturity to June 30, 2028 and two new bond issues, with additional financing of €1 million available at its discretion.
In its first-half 2026 accounts, published on October 30, 2026, the net loss amounted to €0.51 million, compared with €2.1 million a year earlier. Any cash inflow from a license would constitute, according to TME Pharma, an additional source of liquidity.
Unilateral exclusivity and suspended development in case of failure
TME Pharma outlines several risks. The definitive agreement may not be concluded, or may be concluded on different terms, and the Japanese subsidiary may fail to obtain the required financing.
During the exclusivity period, TME Pharma cannot negotiate with other partners for NOX-A12, while TMS Co., Ltd. may end the discussions at any time. If the transaction does not succeed, the development of NOX-A12 would remain on hold until another partner or another source of financing is found.
Takuro Wakabayashi, CEO of TMS Co., Ltd., stated: “We concluded this agreement with the intention of obtaining the financing necessary to resume the GLORIA study, and we are working toward this objective.”
Diede van den Ouden, head of TME Pharma, indicated that the company will actively participate in the subsidiary's discussions with investors, “such as venture capital funds in Japan and abroad.”
TME Pharma has committed to informing the market of any significant developments in the negotiations, whether positive or negative, as well as the terms of any definitive agreement.
