OSR Holdings Inc. (NASDAQ: OSRH) announced it has entered into a global exclusive license agreement with BCM Europe AG for the development and commercialization of VXM01, an oral immunotherapy targeting VEGFR-2.

Under the agreement, BCM Europe receives exclusive rights to develop, manufacture, commercialize and sublicense VXM01 globally. OSR Holdings will receive up to $815 million in milestone payments tied to clinical, regulatory and commercial achievements.

The transaction includes OSR Holdings acquiring full VXM01 intellectual property from Vaximm AG through a $30 million asset purchase agreement. OSR Holdings will receive 100% of downstream royalties after BCM Europe recovers its investment and preferred return.

BCM Europe, which holds approximately 29.7% of OSR Holdings shares, has pledged its entire unencumbered shareholding as collateral for the milestone payment obligations. The board of directors, including independent directors, approved the related party transaction following consideration of an independent fairness opinion from Avance Life Sciences.

The agreement includes a put option allowing OSR Holdings to require BCM Europe to purchase up to $15 million of common stock at $10.00 per share, exercisable no earlier than six months after the effective date.

VXM01 is a clinical-stage oral immunotherapy designed to target tumor vasculature and modulate the tumor microenvironment. The drug candidate has shown clinical activity in studies involving glioblastoma and pancreatic cancer patients.

The agreement is governed by Swiss law in the Canton of Basel. BCM Europe is described as a Switzerland-based life sciences investment entity and OSR Holdings' largest shareholder.