OSR Holdings Inc (NASDAQ: OSRH), a US-based global healthcare holding company that is involved in advancing biomedical innovations in healthcare and wellness, announced on Friday that Vaximm AG, a Swiss OSR Company, has entered into a non-binding term sheet with BCM Europe AG (BCME), a Switzerland-based life sciences investment group and OSRH's largest shareholder.

The agreement is aimed at exploring a potential exclusive global licensing agreement for VXM01, Vaximm's first-in-class oral cancer immunotherapy platform. The term sheet establishes a six-month exclusivity period during which Vaximm and BCME intend to negotiate and finalise a definitive licensing agreement, subject to customary due diligence and Board approvals. Under the contemplated terms (which remain subject to final negotiation and execution of definitive agreements), Vaximm will receive a USD20m upfront payment, up to USD815m in clinical, regulatory, and commercial milestone payments, and a pass-through of commercial royalties that BCME may receive from any future pharmaceutical partner after BCME recovers any milestone differential as part of a defined delta-recovery mechanism.

During the exclusivity period, BCME and Vaximm will collaborate to complete confirmatory diligence, prepare partnering materials, and finalise the structure and documentation of the proposed definitive license. Vaximm retains full ownership of all VXM01 intellectual property, while BCME would receive exclusive global rights only upon execution of a definitive agreement.