OSR Holdings enters $815M global license agreement for VXM01 with BCM Europe

OSR Holdings (OSRH) entered into a definitive global exclusive license agreement with BCM Europe 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. BCME receives an exclusive global license to develop, manufacture, commercialize, and sublicense VXM01. OSRH to receive up to $815M in milestone payments tied to clinical, regulatory, and commercial achievements. OSRH to acquire full VXM01 IP from Vaximm AG under a $30M asset purchase agreement. OSRH to receive 100% of downstream royalties after BCME recovers its investment and preferred return. BCME and affiliates pledge 100% of their OSRH shares as collateral for milestone obligations; Governing Law: Switzerland. 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. Under a separate Pledge Agreement, BCME and affiliates have pledged their entire unencumbered shareholding in OSRH, representing approximately 29.7% as of the signing date, as collateral for the performance of milestone payment obligations of up to $815M. BCME will actively support development of VXM01 and at the same time engage leading global pharmaceutical partners to secure a sublicensing transaction. With economic returns dependent on downstream monetization and its entire OSRH stake pledged as collateral, BCME is structurally incentivized to advance VXM01 and execute a competitive partnering process focused on maximizing value for OSRH shareholders. The Agreement also includes a put option under which OSRH may require BCME to purchase up to $15M of OSRH common stock at a price of $10.00 per share, exercisable no earlier than six months following the effective date.