On March 18, 2021 UroGen Pharma Ltd. (Nasdaq: URGN), a biopharmaceutical company dedicated to building and commercializing novel solutions that treat specialty cancers and urologic diseases, reported that the Company has entered into a strategic funding agreement with RTW Investments, LP and its affiliated entities ("RTW") (Press release, UroGen Pharma, MAR 18, 2021, View Source [SID1234576881]).

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Under the terms of the agreement, subject to customary closing conditions, UroGen will receive $75 million in upfront cash from RTW in return for tiered, future cash payments based on aggregate worldwide annual net product sales of Jelmyto (mitomycin) for pyelocalyceal solution as well as UGN-102, if approved. In exchange for the $75 million upfront payment, RTW will receive tiered, future cash payments on worldwide annual net product sales of Jelmyto ranging from high to low single digits based on certain annual sales thresholds, subject to upward adjustment if certain annual sales and regulatory milestones are not met. RTW will also receive tiered, future cash payments on worldwide annual net product sales of UGN-102, if approved, in the low single digits based on certain annual sales thresholds.

The future payments on both Jelmyto and UGN-102 will terminate following the date that RTW has received an aggregate amount pursuant to such payments of $300 million.

"UroGen’s RTGel platform has demonstrated the ability to overcome historical treatment barriers, work with anatomical complexity and thus unlock new therapeutic potential, including those conditions targeted by Jelmyto and UGN-102," said Brad Sitko, Managing Director of Strategic Finance, RTW Investments, LP. "We are proud to partner with the UroGen management team and look forward to supporting the Company’s goal of building a leading uro-oncology company."

"This important non-dilutive transaction provides a clear path to fund the ongoing launch of Jelmyto and to advance our UGN-102 program, including the ongoing Phase 3 ATLAS study," said Molly Henderson, Chief Financial Officer of UroGen Pharma. "We are proud to partner with RTW, a leading, research-driven healthcare investor, allowing us to access capital that is aligned with our vision and invest further in our mission of developing treatments for patients with urologic and specialty cancers."

Cowen acted as financial advisor to UroGen on the transaction. Cooley acted as legal advisor to UroGen. Gibson Dunn acted as legal advisor to RTW.