Vaximm AG, an OSR Company, Updates Term Sheet with BCM Europe to Shorten Exclusivity Period to Three Months

Rhea-AI Summary

OSR Holdings (NASDAQ: OSRH) subsidiary Vaximm AG updated a non-binding term sheet with BCM Europe AG to shorten the exclusivity period from six months to three months, with the parties aiming to finalize a definitive exclusive global licensing agreement for VXM01 within that three-month window ending February 2026. The contemplated financial terms remain unchanged: a $20 million upfront payment, up to $815 million in clinical, regulatory, and commercial milestone payments, and a pass-through of commercial royalties via a defined delta-recovery mechanism. Vaximm retains IP ownership of VXM01 until a definitive license is executed. The term sheet also preserves an optional blockchain-based royalty participation mechanism using TAC tokens.

Positive

• $20 million upfront payment committed in contemplated terms
• Up to $815 million in clinical, regulatory, and commercial milestones
• Exclusivity shortened to three months to accelerate deal finalization
• Pass-through of commercial royalties preserved via defined delta-recovery mechanism
• BCME demonstrated ability to rapidly organize financing and partnering infrastructure

Negative

• Exclusivity shortened to 3 months, compressing due-diligence and negotiation timeline

Insights

Partnership & Licensing Strategist

Shortened exclusivity speeds a potential global license with significant upfront and milestone economics; completion expected by February 2026.

Vaximm AG and BCM Europe AG agreed to reduce the exclusivity window from six months to three months to finalize a definitive exclusive global licensing agreement for VXM01. The contemplated deal economics in the term sheet remain an immediate $20 million upfront, up to $815 million in milestone payments, plus a pass-through of future commercial royalties under a defined delta-recovery mechanism. The parties will continue confirmatory diligence and prepare definitive agreement documentation during the shortened period.

The arrangement depends explicitly on BCME’s ability to organize financing and partnering infrastructure and to expedite due diligence; those capacities are presented as the reason for acceleration. Management turnover is factual here: the CEO role for Vaximm was assumed on December 1, 2025, which may affect execution cadence but does not alter the stated financial terms. The optional blockchain-based royalty participation using "TAC" tokens remains available if Vaximm elects to access the BCM Royalty Fund.

Key items to watch in the near term are whether the parties execute a definitive agreement within the three-month window (targeting completion by February 2026), evidence of BCME’s financing commitments, and any finalized language on royalty pass-through and delta-recovery mechanics. These milestones are monitorable and time-bound; expect confirmation or extension decisions within the exclusivity period.

BELLEVUE, Wash., Dec. 2, 2025 /PRNewswire/ -- OSR Holdings, Inc. (NASDAQ: OSRH) today provided an update regarding the previously announced non-binding term sheet between its subsidiary, Vaximm AG, and BCM Europe AG ("BCME"). The parties have agreed to shorten the exclusivity period from six months to three months, reflecting the strong alignment and confidence between Vaximm and BCME in advancing a definitive exclusive global licensing agreement for VXM01, Vaximm's first-in-class orally administered cancer immunotherapy platform.

Under the updated timeline, Vaximm and BCME now expect to negotiate and finalize a definitive agreement within three months, supported by BCME's demonstrated ability to rapidly organize the financing and partnering infrastructure required for a potential global out-license to a major pharmaceutical company, as well as its capacity to expedite and streamline the due-diligence processes.

The contemplated financial terms remain unchanged and include:

• A $20 million upfront payment to Vaximm;
• Up to $815 million in clinical, regulatory, and commercial milestone payments; and
• A pass-through of commercial royalties BCME may receive from future pharmaceutical partners, following milestone differential recovery under a defined delta-recovery mechanism.

"Accelerating the exclusivity timeline reflects our confidence in BCME's ability to efficiently mobilize capital and advance due diligence for VXM01," said Andreas Niethammer, Chief Executive Officer of Vaximm AG, who officially assumed the CEO role on December 1, 2025. "This streamlined process puts us in an even stronger position to move quickly toward a definitive global licensing agreement that maximizes the value and reach of our oral T-cell immunotherapy platform. In parallel, we continue to evaluate select in-licensing opportunities that could complement Vaximm's technology base and expand our long-term strategic footprint."

"BCME has shown clear commitment and capability to execute on this opportunity at an accelerated pace," said Tim Smith, Head of IR, OSR Holdings. "By moving to a three-month exclusivity period through February 2026, we underscore our confidence in BCME's financial readiness and our shared objective to position VXM01 for a major pharmaceutical partnership."

As previously disclosed, the term sheet also includes an optional blockchain-based royalty participation mechanism utilizing "TAC" tokens to represent potential future royalty streams. This mechanism remains available should Vaximm elect to access development capital through the BCM Royalty Fund.

During the revised exclusivity period, Vaximm and BCME will continue confirmatory diligence, finalize partnering materials, and complete the documentation required for a definitive agreement. Vaximm retains full ownership of VXM01 intellectual property unless and until a definitive license is executed.

About OSR Holdings, Inc.

OSR Holdings, Inc. (NASDAQ: OSRH) is a global healthcare holding company dedicated to advancing biomedical innovations in healthcare and wellness. Through its subsidiaries, OSRH engages in immuno-oncology, regenerative biologics, and medical device technologies to improve global health outcomes. Learn more at www.OSR-Holdings.com.

About Vaximm AG

Vaximm AG is a privately held Swiss-German biotechnology company and a subsidiary of OSR Holdings, Inc. (NASDAQ: OSRH). Vaximm's proprietary orally administered T-cell vaccination platform harnesses live, attenuated bacterial vectors to deliver tumor-associated antigens, inducing robust cellular immune responses. Lead candidate VXM01, targeting VEGFR-2, has demonstrated clinical activity and safety in multiple cancer indications. Learn more at www.Vaximm.com

About BCM Europe AG

BCM Europe AG is a Switzerland-based life sciences investment entity and the largest shareholder of OSR Holdings.

Forward-Looking Statements

This press release contains forward-looking statements regarding the potential licensing agreement between Vaximm AG and BCM Europe AG, the development and commercialization of VXM01, and the expected benefits of the collaboration. Actual results may differ materially due to risks and uncertainties, including the possibility that a definitive agreement may not be reached or anticipated milestones may not be achieved. OSR Holdings, Vaximm, and BCM Europe AG do not assume any obligation to update these statements except as required by law.

Media & Investor Contact
OSR Holdings, Inc.
Investor Relations
ir@osr-holdings.com 

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SOURCE OSR Holdings

FAQ

What change did Vaximm and BCM Europe make to the exclusivity period for VXM01 (OSRH)?

They shortened the exclusivity period from six months to three months, targeting a definitive agreement by February 2026.

What are the financial terms in the updated Vaximm-BCME term sheet (OSRH)?

Contemplated terms remain: $20 million upfront, up to $815 million in milestones, plus pass-through commercial royalties.

Does Vaximm retain intellectual property rights for VXM01 during exclusivity (OSRH)?

Yes. Vaximm retains full ownership of VXM01 IP unless and until a definitive license is executed.

What does the three-month timeline mean for Vaximm's deal process (OSRH)?

Vaximm and BCME expect to complete confirmatory diligence, finalize partnering materials, and negotiate a definitive agreement within three months.

Is there a blockchain element in the Vaximm-BCME term sheet (OSRH)?

Yes. An optional blockchain-based royalty participation mechanism using TAC tokens remains available under the term sheet.