TME Pharma in exclusive negotiations with Japanese TMS for worldwide license on NOX-A12
The outlined financial terms remain non-binding and would only apply upon signature of a definitive agreement. This agreement is presented by both companies as a key step toward resuming the phase 2 GLORIA trial in glioblastoma.
€150,000 non-refundable for six months of exclusivity
TME Pharma has signed with Japanese biotech TMS Co., Ltd. a binding exclusive negotiation agreement, supplemented by a non-binding terms sheet. The discussions concern worldwide rights to NOX-A12 (olaptesed pegol), the group's lead oncology asset, being developed in glioblastoma.
In exchange for this exclusivity, TMS will pay €150,000 non-refundable for a period of six months. This amount is retained by TME Pharma, and the period may be extended subject to additional payments.
During this timeframe, TME Pharma commits to neither seek nor accept any offers from third parties. It also relinquishes any discussion with other players regarding the license, development or commercialization of NOX-A12, outside of TMS and its future subsidiary.
The choice of TMS, a company in clinical stage, comes after an evaluation of strategic options and exchanges with potential partners. The Japanese biotech plans to create a subsidiary tasked with facilitating financing and continued clinical development of the molecule.
The stage of the transaction remains that of negotiation: only the exclusivity commitment is firm to date. Both companies are adhering to a roadmap to finalize the definitive agreement within the allotted timeframe.
Approximately €10 million at signature and over €100 million in milestone payments at stake
The terms sheet, still subject to negotiation, provides for initial and short-term payments of approximately €10 million for TME Pharma upon signature of the definitive agreement. These would combine cash and a stake in the subsidiary, in the form of shares and debt.
Added to this would be over €100 million in milestone payments tied to regulatory and commercial milestones, as well as royalties of 8 to 10% on sales. TME Pharma estimates that these sales could peak at approximately 1 billion dollars, a projection that emanates from the company itself.
The group would also receive a share of any sub-licensing revenues collected by the subsidiary. The latter would lead the financing process, while TME Pharma would support development as a partner and minority shareholder.
Chief Executive Officer Diede van den Ouden links these payments to the group's financial horizon. Once the agreement is finalized and the subsidiary is ready to restart GLORIA, shareholders can according to him expect a cash inflow which, thanks to low operating costs and an extended debt maturity, would significantly extend this horizon.
This latter point refers to the press release of October 26, 2026, in which the company had announced the postponement of its maturities and two new bond loans, extending its financial visibility to the second quarter of 2028.
A molecule with Fast Track status and an approved phase 2 trial
NOX-A12 benefits from FDA Fast Track designation, in combination with radiotherapy and bevacizumab, as well as orphan drug status in the United States for glioblastoma and in Europe for glioma. The FDA and the German agency BfArM have approved the protocol for a randomized phase 2 trial.
According to the executive, the phase 1/2 GLORIA study produced statistically significant survival data, published in April 2026 in Nature Communications. He deems the program's success likely if phase 2 confirms these results, an assessment that remains the management's view.
Both partners consider the environment favorable to the planned financing, based on J.P. Morgan data: $166.7 billion in announced value of licensing agreements and $16.3 billion in venture capital in biopharmaceutics in the first half of 2026.
Beyond NOX-A12, TME Pharma is seeking partners for NOX-E36, intended for ophthalmic diseases, as well as alternative financing aimed at limiting shareholder dilution. It is also targeting cash-generating activities in order to achieve positive operating cash flow.
