OSR Holdings, a global healthcare holding company, has entered into a definitive global exclusive license agreement with BCM Europe AG for the development, commercialization, and potential sublicensing of VXM01, its Phase 3-ready oral immunotherapy targeting VEGFR-2, with milestone payments of up to $815 million.
Under the agreement, BCM Europe receives an exclusive global license to develop, manufacture, commercialize, and sublicense VXM01, while OSR Holdings will acquire full VXM01 intellectual property from Vaximm AG under a $30 million asset purchase agreement and receive 100% of downstream royalties after BCM Europe recovers its investment and preferred return. In a separate Pledge Agreement, BCM Europe and affiliates have pledged their entire unencumbered shareholding in OSR Holdings — approximately 29.7% as of signing — as collateral for milestone payment obligations, structurally aligning the largest shareholder’s interests with those of public shareholders. The agreement also includes a put option under which OSR Holdings may require BCM Europe to purchase up to $15 million of common stock at $10.00 per share, exercisable no earlier than six months following the effective date.
VXM01 is a clinical-stage oral immunotherapy designed to induce a targeted immune response against tumor vasculature, with encouraging clinical activity demonstrated in glioblastoma and pancreatic cancer studies. The transaction was approved by the board, including independent directors, following consideration of an independent fairness opinion, as BCM Europe is OSR Holdings’ largest shareholder and the agreement constitutes a related party transaction.
KEY QUOTES:
This agreement establishes a clear, accountable framework for the development of VXM01. It ensures OSR Holdings shareholders participate directly in value creation, while BCME remains accountable for its financial commitments.
Peter Hwang, CEO, OSR Holdings
The decision by BCME to pledge its entire stake as collateral reflects strong conviction in the clinical and commercial potential of VXM01. It aligns all shareholders around advancing this program toward commercialization and delivering meaningful new treatment options to patients.
Tim Smith, Head of Investor Relations, OSR Holdings
