TME Pharma Signs Binding Exclusive Negotiation Agreement With Japanese TMS Co., Ltd.

(MENAFN- GlobeNewsWire - Nasdaq) TME Pharma Signs Binding Exclusive Negotiation Agreement with Japanese TMS Co., Ltd.

• TME Pharma receives €150,000 for 6 months of exclusivity to negotiate a definitive agreement for worldwide rights to NOX-A12
• TMS Co., Ltd., a Japanese clinical stage biotechnology company, to establish a subsidiary (“Subsidiary”) to facilitate the financing and further clinical development of NOX-A12
• Non-binding terms negotiated as basis for further discussions. According to these terms, TME Pharma to receive the following upon signing of the definitive agreement:
  
  • Near-term payments of approximately €10M in a combination of cash and an interest in the Subsidiary (through shares and debt);
  • >€100 million in regulatory and commercial sales milestones;
  • Royalties of 8 - 10% on sales projected to peak at approximately $1 billion;
  • Sharing of any licensing fees received by Subsidiary.
    

Berlin, Germany, October 29, 2026, 8.15am CET – TME Pharma N.V. (Euronext Growth Paris: ALTME), a biotech-company with clinical assets for brain cancer and eye diseases, is pleased to announce a significant next step in the strategic options for its leading oncology asset, NOX-A12 (olaptesed pegol).

Following a thorough evaluation and discussions with potential partners, TME Pharma has selected TMS Co., Ltd. (“TMS”) as its preferred partner to advance the further development and commercialization of NOX-A12 for glioblastoma.

Key Terms of the Agreement
TME Pharma and TMS have entered into a binding exclusive negotiation agreement and a non-binding Term Sheet with the following key terms:

• Exclusivity: TMS Co. will pay a non-refundable fee of €150,000 for a 6-month exclusive negotiation period may be extended with further payments. During this time, TME will neither solicit nor accept offers from third parties and will refrain from any discussions or negotiations with third parties with respect to licensing, developing and commercializing NOX-A12 with any third parties other than TMS and its Subsidiary.
  
• Non-binding terms subject to further negotiation for exclusive access to NOX-A12 include:
  
  • Upfront and near-term payments to TME Pharma of approximately €10M in a combination of cash and an interest in the Subsidiary (through shares and debt);
  • >€100 million in regulatory and commercial sales milestones;
  • Royalties of 8 - 10% on sales projected by TME Pharma to peak at approximately $1 billion;
  • Percentage of any sub-licensing fees received by Subsidiary;
  • Subsidiary to lead the financing process.
    
  • Further development of NOX-A12 with support of TME Pharma as partner and minority shareholder of subsidiary.

Timeline and Financing of the Phase 2 Study
TME Pharma and TMS Co agreed on a clear roadmap to finalize the definitive agreement which is a key step towards enabling the rapid resumption of the NOX-A12 Phase 2 GLORIA study.
The partnership comes amid a recovery in biopharma capital markets and dealmaking. According to J.P. Morgan¹, biopharma licensing reached $166.7 billion in announced deal value and venture funding totaled $16.3 billion in the first half of 2026, with capital increasingly directed toward later-stage clinical programs.
TME Pharma and TMS Co believe that this environment is favorable for the planned financing through TMS' Subsidiary and intend to leverage the strong and positive momentum for further clinical development to move as quickly as possible to the rollout of the approved Phase 2 GLORIA study with NOX-A12.

NOX-A12 has received Fast Track designation from the U.S. FDA and Orphan Drug designations in the U.S. and Europe. Compelling clinical results from the GLORIA study have recently been published in Nature Communications.

"By choosing TMS Co. Ltd., we believe we have found an excellent partner to unlock the full potential of NOX-A12 and bring value creation back on track by resuming clinical development for glioblastoma. Once the final agreement is successfully concluded and the TMS Subsidiary is ready to restart the GLORIA trial, TME Pharma's shareholders can expect a cash inflow that, thanks to the company's low operating costs and extended debt maturity, will significantly extend its financial horizon. Furthermore, substantial milestone and royalty payments can be expected if the program is a success, which we consider likely if the GLORIA study shows results that are as strong as the statistically significant survival data we have already observed and that were published in Nature Communications in April 2026. I believe that this alliance will be able to unlock tremendous potential for TME Pharma shareholders – our assessment using industry standard risk-adjusted valuation models (rNPV) for Phase 2 oncology assets indicates the substantial value of this transaction.”, Diede van den Ouden, CEO, said.

For more information, please contact:
TME Pharma N.V.
Diede van den Ouden, CEO
...

About TME Pharma

TME Pharma is a biotechnology company with two assets with potential to be developed into novel therapies for cancer and eye diseases. The Company's lead compounds have been designed to act on the tumor microenvironment (TME) and the cancer immunity cycle by breaking tumor protection barriers against the immune system and blocking tumor repair. The Company's two lead assets are:

• NOX-A12 (olaptesed pegol, an anti-CXCL12 L-RNA aptamer), which has been studied (GLORIA Phase 1/2 clinical trial) in newly-diagnosed brain cancer patients who will not benefit clinically from standard chemotherapy. The US FDA and the German BfArM have approved the design of a randomized Phase 2 trial in glioblastoma, and TME Pharma was awarded Fast Track Designation by the FDA for NOX-A12 in combination with radiotherapy and bevacizumab for use in the treatment of the aggressive adult brain cancer, glioblastoma. NOX-A12 in combination with radiotherapy had also previously received orphan drug designation (ODD) for glioblastoma in the United States and glioma in Europe.
  
• NOX-E36 (emapticap pegol, L-RNA aptamer inhibiting CCL2 and related chemokines), for ophthalmic diseases with a high need for well-tolerated therapies with anti-fibrotic effect.
  

The Company is currently seeking opportunities to secure the financial resources to unlock the value of NOX-A12 and NOX-E36. These steps include:

• Finalizing the partnership with TMS Co., Ltd. For NOX-A12
• Raising funds from alternative sources to secure longer financial visibility and to minimize dilution for shareholders
• Seeking partners for NOX-E36, for example through licensing deals
• Pursuing stable, cash-generating business opportunities to achieve positive operational cash flow for the Company
• Leveraging tax loss carry forwards
  

About the GLORIA Study
The GLORIA (NCT04121455) 'ready to go'-study is TME Pharma's dose-escalation, Phase 1/2 study of NOX-A12 in combination with radiotherapy and bevacizumab in first-line partially resected or unresected glioblastoma (brain cancer) patients with unmethylated MGMT promoter (resistant to standard chemotherapy).

About the OPTIMUS Study
OPTIMUS (NCT04901741) is TME Pharma's planned open-label two-arm Phase 2 study of NOX-A12 combined with pembrolizumab and nanoliposomal irinotecan/5-FU/leucovorin or gemcitabine/nab-paclitaxel in microsatellite-stable metastatic pancreatic cancer patients.

Further information can be found at: .

Disclaimer
Translations of any press release into languages other than English are intended solely as a convenience to the non-English-reading audience. The company has attempted to provide an accurate translation of the original text in English, but due to the nuances in translating into another language, slight differences may exist. This press release includes certain disclosures that contain "forward-looking statements.” Forward-looking statements are based on TME Pharma's current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, the risks inherent in oncology drug development, including clinical trials and the timing of and TME Pharma's ability to obtain regulatory approvals for NOX-A12 as well as any other drug candidates. Forward-looking statements contained in this announcement are made as of this date, and TME Pharma undertakes no duty to update such information except as required under applicable law.

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• TME Pharma Signs Binding Exclusive Negotiation Agreement with Japanese TMS Co., Ltd.

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