OSR Holdings, Inc. (NASDAQ:OSRH) today announced that it has entered into a definitive global exclusive license agreement (the "Agreement") with BCM Europe AG ("BCME") for the development, commercialization, and potential sublicensing of VXM01, its Phase 3-ready oral immunotherapy targeting VEGFR-2.

The Agreement builds on the previously disclosed binding term sheet and establishes a structured framework to advance VXM01, with alignment across OSRH, its largest shareholder BCME, and public shareholders.

"This agreement establishes a clear, accountable framework for the development of VXM01," said Peter Hwang, CEO of OSRH. "It ensures OSR Holdings shareholders participate directly in value creation, while BCME remains accountable for its financial commitments."

Transaction Overview

License: BCME receives an exclusive global license to develop, manufacture, commercialize, and sublicense VXM01

Milestones: OSRH to receive up to $815 million in milestone payments tied to clinical, regulatory, and commercial achievements

IP Ownership: OSRH to acquire full VXM01 IP from Vaximm AG under a $30 million asset purchase agreement

Royalties: OSRH to receive 100% of downstream royalties after BCME recovers its investment and preferred return

Security: BCME and affiliates pledge 100% of their OSRH shares as collateral for milestone obligations

Governing Law: Switzerland (Canton of Basel)

BCME is the Company's largest shareholder. Accordingly, the Agreement constitutes a related party transaction and was approved by the Board, including independent directors, following consideration of an independent fairness opinion provided by Avance Life Sciences.