On January 12, 2026 OSR Holdings, Inc. (NASDAQ: OSRH) reported 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.

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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."

(Press release, Vaximm, JAN 12, 2026, View Source [SID1234661994])