OSR Holdings, Inc. announced that its subsidiary Vaximm AG has signed a non-binding term sheet with Swiss-based life sciences investment group BCM Europe AG (BCME) to evaluate a potential exclusive global licensing agreement for VXM01, Vaximm’s first-in-class oral cancer immunotherapy platform. BCME is OSR Holdings’ largest shareholder, positioning the discussions within a strategically aligned framework as the two companies move forward with evaluating a transformative partnership model.
The term sheet initiates a six-month period of exclusivity during which Vaximm and BCME intend to negotiate a definitive agreement, pending customary due diligence and required Board approvals. Under the proposed structure, Vaximm would receive a $20 million upfront payment and be eligible for up to $815 million in milestone payments tied to clinical development, regulatory progress, and commercial achievements. Additionally, Vaximm may benefit from a pass-through royalty structure based on commercial royalties that BCME could earn from any future pharmaceutical partner, after BCME recovers milestone differentials via a predefined delta-recovery mechanism.
This structure positions BCME as a strategic financial intermediary, supporting the development and partnering activities needed to secure a major global out-licensing deal with a leading pharmaceutical company. The model reflects approaches used by major life sciences financiers such as Royalty Pharma, Blackstone Life Sciences, and RTW Investments, which provide capital to biopharma innovators in exchange for future royalty streams or milestone-based returns.
Executives from both companies highlighted the significance of the agreement for advancing VXM01, an oral T-cell immunotherapy platform designed to stimulate targeted anti-tumor responses.
“This term sheet marks an important step forward for Vaximm and our VXM01 oral T-cell immunotherapy platform,” said Andreas Niethammer, incoming CEO of Vaximm AG. “The contemplated collaboration with BCME would accelerate development and global commercialization of VXM01, while allowing us to retain full ownership of our intellectual property and continue our mission to deliver innovative immunotherapies to patients worldwide.”
Tim Smith, Head of Investor Relations at OSR Holdings, underscored the potential impact of the platform and the strategic importance of the discussions with BCME. “Vaximm’s oral T-cell platform represents a truly innovative approach in oncology, with the potential to transform cancer treatment,” he said. “Entering this exclusivity period with BCME reflects our shared commitment to maximizing the global opportunity for VXM01, and we are excited to work towards a definitive agreement that positions the asset for a major pharmaceutical partnership.”
The term sheet additionally includes an optional blockchain-based royalty participation mechanism using “TAC” tokens, which would act as on-chain representations of potential future royalty revenue. If Vaximm elects to access development capital from the BCM Royalty Fund, a portion of future commercial royalties from VXM01 could be distributed to TAC token holders. If Vaximm chooses not to utilize the fund, royalties would be routed solely through BCME under the standard pass-through structure.
Throughout the exclusivity period, Vaximm and BCME will work collaboratively to complete confirmatory due diligence, develop partnering materials, and finalize the structure of the potential global licensing deal. Importantly, Vaximm retains full ownership of all intellectual property related to VXM01. BCME would gain exclusive global rights to the program only upon execution of a binding definitive agreement.
If finalized, the deal could represent a significant milestone for Vaximm, enabling accelerated development of a novel oral immunotherapy approach while leveraging BCME’s financial resources and partnering expertise to pursue a leading pharmaceutical partner on the global stage.