Global healthcare company OSR Holdings is moving towards one of its biggest deals yet, involving its first-in-class oral cancer immunotherapy.

The deal with BCM Europe (BCME) could unlock more than $835 million in upfront and milestone payments and set the stage for a blockbuster pharma partnership.

Actually, Vaximm AG, it's German subsidiary, has signed the non-binding term sheet with BCME to potentially hand the latter exclusive global rights to VXM01, the company’s first-in-class oral cancer immunotherapy.

The agreement triggers a six-month window in which the two sides will hammer out a definitive deal, pending due diligence and board approval.

Under the proposed terms, Vaximm would secure a $20 million upfront payment, up to $815 million tied to clinical, regulatory, and commercial milestones, and a pass-through of any future royalties BCME might receive from a pharmaceutical partner once certain milestone offsets are recovered.

Positioned as a strategic financial intermediary, BCME would bankroll the development and partnering efforts needed to land a major global out-licensing deal. The structure echoes heavyweight financing models used by Royalty Pharma, Blackstone Life Sciences, and RTW Investments, which exchange upfront capital for long-term royalty or milestone returns.

"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."

"Vaximm's oral T-cell platform represents a truly innovative approach in oncology, with the potential to transform cancer treatment," said Tim Smith, Head of IR, OSR Holdings. "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 also introduces an optional blockchain-based royalty participation model using “TAC” tokens to represent future royalty streams on-chain. If Vaximm taps development capital from the BCM Royalty Fund, a slice of future VXM01 royalties could flow to token holders; otherwise, all royalties would move solely through BCME’s pass-through arrangement.

Over the next six months, BCME and Vaximm will run confirmatory diligence, prepare partner-facing materials, and finalize the licensing architecture. Vaximm continues to hold all intellectual property for VXM01; BCME would gain exclusive global rights only if a final agreement is signed.