VXM-01

BELLVUE, Wash. , Jan. 12, 2026 /PRNewswire/ -- OSR Holdings, Inc. (NASDAQ: OSRH) today announced that its Swiss biotechnology subsidiary, Vaximm AG, has received a binding term sheet from BCM Europe AG confirming BCM Europe's interest in entering a global exclusive licensing transaction for VXM01, Vaximm's lead immunotherapy candidate. Under the terms of the binding term sheet, BCM Europe intends to establish and manage a dedicated investment vehicle, anchored by a strategic investor, tentatively named BCM Decentralized Science Investors I, LP (the "Fund"), which would act as the Licensee under the contemplated definitive license agreement. The proposed transaction structure includes: the grant of global exclusive rights to develop and commercialize VXM01 to the Fund; an upfront payment of $30 million, an increase from the previously discussed non-binding proposal, structured as 50% cash and 50% digital assets; aggregate milestone payments of up to $815 million, with the milestone structure weighted primarily toward clinical and development achievements, rather than operational milestones; and a royalty pass-through structure, pursuant to which the Fund would pass through royalty revenues received from a future sublicensee or commercial partner (the "Ultimate Licensee") to Vaximm, subject to a reconciliation mechanism reflecting the difference, if any, between milestone payments received from the Ultimate Licensee and the aggregate milestone payments paid by the Fund to Vaximm. Vaximm's Board of Directors will conduct a comprehensive review of the binding term sheet and has determined to engage an independent third-party valuation firm with recognized expertise in life-science and biotechnology licensing transactions to provide a fairness opinion. The fairness opinion will evaluate whether the proposed transaction is fair and reasonable to Vaximm and OSR Holdings' shareholders from a financial point of view, based on the fair market value of VXM01. "VXM01 has demonstrated encouraging clinical and safety data across multiple indications. The receipt of this binding term sheet reflects the growing recognition of VXM01's potential value as a differentiated immunotherapy asset and underscores BCM Europe's genuine intent and capability to close the deal," said Andreas Niethammer, CEO of Vaximm AG. "If completed, this proposed licensing framework would provide a strong foundation to advance VXM01 into later-stage development while preserving long-term upside for Vaximm." The parties currently target, on a best-efforts basis, to negotiate and execute a definitive global exclusive license agreement by the end of May 2026, subject to customary conditions, including the completion of Vaximm's board review, receipt of an independent third-party fairness opinion, final documentation, and required approvals. "This binding term sheet represents a meaningful progression from earlier discussions and reflects third-party confidence in the value of VXM01," said Tim Smith, Head of Investor Relations at OSR Holdings. "While we remain mindful that a definitive agreement has not yet been executed, we believe the proposed structure, together with an independent valuation review, demonstrates a disciplined approach to unlocking long-term value for OSR Holdings' shareholders." 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 . About Vaximm AG Vaximm AG is a privately held Swiss-German biotechnology company and a wholly owned 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. 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 View original content to download multimedia: SOURCE OSR Holdings

BCME transfers commercial royalties from pharmaceutical partners after recovering milestone differentials through a delta-recovery mechanism. Credit: Alexander Raths/Shutterstock.com. OSR Company Vaximm has signed a non-binding term sheet with Swiss-based life sciences investor BCM Europe (BCME) for a potential exclusive worldwide licence for Vaximm’s oral cancer immunotherapy platform, VXM01. The agreement includes an exclusivity period of six months for negotiating and finalising a definitive agreement, pending due diligence and board approvals. Vaximm is eligible for an upfront payment of $20m and could earn up to $815m in commercial, clinical and regulatory milestone payments. BCME would transfer the commercial royalties it obtains from any pharmaceutical partner after recovering milestone differentials via a defined delta-recovery mechanism. BCME would serve as a financial intermediary and will fund development and partnering activities to obtain a global out-licence with a significant pharmaceutical company. This framework resembles the financing models employed by companies such as Blackstone Life Sciences and Royalty Pharma, which offer capital to biotech developers in return for milestone-based returns or royalties. GlobalData Strategic Intelligence US Tariffs are shifting - will you react or anticipate? Don’t let policy changes catch you off guard. Stay proactive with real-time data and expert analysis. By GlobalData Learn more about Strategic Intelligence Vaximm incoming CEO Andreas Niethammer stated: “This term sheet marks an important step forward for Vaximm and our VXM01 oral T-cell immunotherapy platform. “The contemplated collaboration with BCM Europe would accelerate development and global commercialisation of VXM01, while allowing us to retain full ownership of our intellectual property and continue our mission to deliver innovative immunotherapies to patients worldwide.” The term sheet further outlines a mechanism for royalty participation based on blockchain technology, utilising TAC tokens. If Vaximm chooses capital from the BCM Royalty Fund, a designated share of future royalties may be allocated to TAC token holders; otherwise, royalties would be distributed exclusively through BCME. During the exclusivity period, BCME and Vaximm will collaborate on partnering materials preparation, due diligence and finalising the licence structure. Vaximm retains full intellectual property rights and BCME would obtain exclusive global rights only upon execution of an agreement. Pharmaceutical Technology Excellence Awards - The Benefits of Entering Gain the recognition you deserve! The Pharmaceutical Technology Excellence Awards celebrate innovation, leadership, and impact. By entering, you showcase your achievements, elevate your industry profile, and position yourself among top leaders driving pharmaceutical advancements. Don’t miss your chance to stand out—submit your entry today! Nominate Now