OSR Holdings' Vaximm Enters Into Non-Binding Term Sheet With BCM Europe To Explore Potential Exclusive Global Licensing Agreement For VXM01, Oral Cancer Immunotherapy Platform

OSR Holdings, Inc. (NASDAQ:OSRH), today announced that Vaximm AG, an OSR Company, has entered into a non-binding term sheet with BCM Europe AG ("BCME"), a Swiss-based life sciences investment group and OSRH's largest shareholder, to explore a potential exclusive global licensing agreement for VXM01, Vaximm's first-in-class oral cancer immunotherapy platform.

The term sheet establishes a six-month exclusivity period during which Vaximm and BCME intend to negotiate and finalize a definitive licensing agreement, subject to customary due diligence and Board approvals. Under the contemplated terms (which remain subject to final negotiation and execution of definitive agreements):

• Vaximm would receive a $20 million upfront payment
• Up to $815 million in clinical, regulatory, and commercial milestone payments, and
• a pass-through of commercial royalties that BCME may receive from any future pharmaceutical partner after BCME recovers any milestone differential under a defined delta-recovery mechanism.

The proposed structure positions BCME as a strategic financial intermediary, funding the partnering and development activities required to secure a global out-license with a major pharmaceutical company. The model mirrors the structured financing approaches used by Royalty Pharma, Blackstone Life Sciences, and RTW Investments, which provide capital to biotech innovators in exchange for future royalties or milestone-based returns.

The term sheet also outlines an optional blockchain-based royalty participation mechanism, using "TAC" tokens as an on-chain representation of the future royalty revenue stream. If Vaximm elects to draw development capital from the BCM Royalty Fund, a portion of VXM01 commercial royalties could be allocated to TAC token holders. If not, royalties flow solely through the BCME pass-through structure.

During the exclusivity period, BCME and Vaximm will collaborate to complete confirmatory diligence, prepare partnering materials, and finalize the structure and documentation of the proposed definitive license. Vaximm retains full ownership of all VXM01 intellectual property, while BCME would receive exclusive global rights only upon execution of a definitive agreement.