Mintz advised Daré Bioscience, Inc. (NASDAQ: DARE), a biopharmaceutical company focused on women’s health, in a $22 million non-dilutive strategic royalty and revenue interest financing transaction with XOMA (US) LLC.

The transaction, which closed April 30, 2024, involved the sale of (a) the remaining royalties and potential milestones based on net sales of XACIATO payable to Daré under its global license agreement with Organon after deducting (i) all amounts due on such royalties and milestone payments to third-party licensors, and (ii) all payments owed by Daré under its existing royalty interest financing agreement with United in Endeavour, LLC, (b) 25% of the potential $20 million payment due to Daré under its license agreement with Bayer relating to Ovaprene, in the event Bayer, in its sole discretion, elects to make the payment, and (c) a 4% synthetic royalty on net sales of Ovaprene and a 2% synthetic royalty on net sales of Sildenafil Cream, subject to an automatic decrease to 2.5% and 1.25%, respectively, as described below.  Once XOMA achieves a pre-specified total return on its investment, XOMA will pay to Daré 50% of each successive $22 million that XOMA receives under the transaction agreements, and, once XOMA achieves another pre-specified total return on its investment, the synthetic royalty rates on net sales of Ovaprene and Sildenafil Cream will automatically decrease to 2.5% and 1.25%, respectively, which, after taking into account the $11 million payments to Daré after XOMA achieves the initial pre-specified total return, results in an effective royalty rate of 1.25% and 0.625%, respectively.

TD Cowen, a division of TD Securities, acted as investment advisor to Daré. 

The Mintz team was led by Richard Gervase, Member and Chair of the firm’s Royalty & Revenue Interest Financing Transactions Group, with support from Members Gregg Benson (Tax), Eric Blythe (Bankruptcy), Joanne Hawana (Regulatory), Adam Samansky (IP), and Tali Tuchin (Licensing), Special Counsel Melissa Brayman (IP), and Associates Matt Diaz (Corporate) and Stefan Jovic (Corporate).

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