On September 5, 2024 Nerviano Medical Sciences S.r.l. (NMS), a part of NMS Group S.p.A. (NMS Group) and Nerviano Medical Sciences, Inc., a wholly owned subsidiary of NMS S.r.l, focused on the discovery and development of oncology drugs and the largest oncological R&D company in Italy, reported an agreement with funds managed by Blue Owl Capital ("Blue Owl") (Press release, Nerviano Medical Sciences, SEP 5, 2024, View Source [SID1234646373]). This investment will enable NMS to monetize $80 million or more in potential future BRAFTOVI royalties, with Blue Owl providing in excess of $50 million in upfront cash and contingent proceeds. Under the terms of the agreement, NMS retains all subsequent royalties tied to BRAFTOVI ‘s global net sales once a specific multiple of Blue Owl’s investment has been met, which in NMS’s estimation are anticipated to exceed $30 million.

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"This non-dilutive capital infusion allows us to strengthen our balance sheet to focus on our strategic priorities, after an important exercise to further prioritize and reinforce efforts on our core clinical programs." said Hugues Dolgos, Pharm.D., Chief Executive Officer, NMS. "Main part of the proceeds will be used to advance and expand our pipeline and accelerate the development of our ADC platform. We are delighted to see that our confidence in the commercial opportunity of BRAFTOVI is aligned with that of Blue Owl through this transaction."

"We are delighted to enter into this royalty monetization transaction with NMS, whose foundational IP contributed to the development and commercialization of Pfizer’s BRAFTOVI." said Sandip Agarwala, Managing Director at Blue Owl. "Our structurally flexible approach to investing in the life sciences allowed us to design a mutually rewarding transaction, and we are excited for the company to reinvest these proceeds into high potential R&D programs."

Transaction Terms
Upon closing the BRAFTOVI royalty agreement, NMS will receive in excess of $50 million in upfront cash and contingent payments based on a U.S. Food and Drug Administration approval milestone. The transaction allows NMS to maintain royalties in excess of a multiple of Blue Owl’s purchase price, with NMS projecting these earnings to surpass $30 million.

Advisors
Morgan Stanley & Co. LLC acted as the sole structuring agent. Fenwick provided legal counsel to NMS Group, and Ice Miller and Cooley LLP provided legal counsel to Blue Owl.