OSRH 8-K
OSR Health, Inc. (OSRH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Global Exclusive License Agreement
On April 29, 2026, OSR Holdings, Inc. (the “Company”), together with its wholly-owned subsidiary Vaximm AG (“Vaximm”), entered into a Global Exclusive License Agreement (the “License Agreement”) with BCM Europe AG (“BCME”), the Company’s largest shareholder.
Accordingly, the License Agreement constitutes a related party transaction and was approved by the Board, including independent directors, following consideration of an independent fairness opinion provided by Avance Life Sciences AG.
Pursuant to the License Agreement:
| ● | The Company grants BCME an exclusive, worldwide license to develop and commercialize VXM01, an oral DNA-based cancer immunotherapy platform. |
| ● | BCME is responsible for funding, development, regulatory activities, and commercialization, including entering into sublicensing arrangements. |
| ● | BCME is obligated to pay the Company milestone payments of up to $815,000,000 in the aggregate upon the achievement of specified clinical, regulatory, and commercial milestones. |
| ● | The License Agreement includes a royalty pass-through structure, pursuant to which BCME will remit royalties received from any ultimate licensee to the Company following recovery of certain investment returns. |
| ● | The License Agreement also provides the Company with an equity put option, pursuant to which the Company may require BCME to purchase up to $15,000,000 of the Company’s common stock at a price of $10.00 per share, exercisable during a specified period following the effective date of the License Agreement. |
| ● | In addition, the parties have agreed to enter into a separate asset purchase agreement, pursuant to which the Company is expected to acquire certain intellectual property rights relating to VXM01 from Vaximm for an aggregate purchase price of $30,000,000, subject to the negotiation and execution of definitive documentation. |
The License Agreement also contains customary provisions relating to development obligations, intellectual property, governance (including a joint steering committee), representations and warranties, indemnification, and termination.
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Pledge Agreement
On April 29, 2026, in connection with the License Agreement, the Company entered into a Pledge Agreement (the “Pledge Agreement”) with BCME and its affiliates, Bellevue Capital Management LLC and Bellevue Global Life Sciences Investors LLC (collectively, the “Pledgors”).
Pursuant to the Pledge Agreement:
| ● | The Pledgors agreed to pledge 9,974,728 shares of the Company’s common stock as collateral security in favor of the Company. |
| ● | The pledge secures BCME’s obligations to make milestone payments under the License Agreement. |
| ● | The Pledge Agreement creates a first-priority security interest in the pledged shares under applicable provisions of the Uniform Commercial Code. |
| ● | Due to existing lock-up restrictions, the pledge will become effective on February 15, 2028, following the expiration of such restrictions. |
| ● | Upon the occurrence of an event of default, the Company may exercise customary secured party remedies, including enforcement against the pledged shares. |
The foregoing descriptions of the License Agreement and the Pledge Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 29, 2026, OSR Holdings, Inc. (the “Company”) issued a press release announcing the execution of the Global Exclusive License Agreement with BCM Europe AG and related transactions.
A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Global Exclusive License Agreement, dated April 29, 2026 | |
| 10.2 | Pledge Agreement, dated April 29, 2026 | |
| 99.1 | Press Release, dated April 29, 2026, titled “OSR Holdings Executes Definitive $815 Million Global License Agreement for VXM01 with BCM Europe” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 30, 2026
| OSR HOLDINGS, INC. | |||
| By: | /s/ Kuk Hyoun Hwang | ||
| Name: | Kuk Hyoun Hwang | ||
| Title: | Chief Executive Officer | ||
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Exhibit 10.1
GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL
GLOBAL EXCLUSIVE LICENSE AGREEMENT
for
VXM01 Oral Cancer Immunotherapy Platform
Among
OSR HOLDINGS, INC.
a Delaware corporation, publicly listed on NASDAQ (Ticker: OSRH)
—
VAXIMM AG
a Swiss corporation and wholly-owned subsidiary of OSR Holdings, Inc.
(OSR Holdings, Inc. and Vaximm AG, collectively, the Licensor)
—
BCM EUROPE AG
a Swiss corporation (BCME or Licensee)
Effective Date: April 29, 2026
CONFIDENTIAL
Governed by Swiss Law (Canton of Basel-Stadt)
| © 2026 OSR Holdings, Inc. | Vaximm AG | BCM Europe AG |
| GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL |
TABLE OF CONTENTS
| RECITALS | 2 |
| Article 1 DEFINITIONS | 3 |
| Article 2 GRANT OF LICENSE | 7 |
| Article 3 ASSET PURCHASE AGREEMENT | 8 |
| Article 4 MILESTONE PAYMENTS | 9 |
| Article 5 ROYALTIES AND PASS-THROUGH MECHANISM | 12 |
| Article 6 EQUITY PARTICIPATION RIGHT (PUT OPTION) | 14 |
| Article 7 BLOCKCHAIN-BASED ROYALTY PARTICIPATION (CONDITIONAL) | 16 |
| Article 8 DEVELOPMENT AND REGULATORY RESPONSIBILITIES | 17 |
| Article 9 INTELLECTUAL PROPERTY | 19 |
| Article 10 REPRESENTATIONS AND WARRANTIES | 21 |
| Article 11 CONFIDENTIALITY | 23 |
| Article 12 INDEMNIFICATION | 24 |
| Article 13 TERM AND TERMINATION | 25 |
| Article 14 DISPUTE RESOLUTION AND GOVERNING LAW | 27 |
| Article 15 MISCELLANEOUS | 28 |
| Exhibit A MILESTONE SCHEDULE | 32 |
| Exhibit B LICENSED INTELLECTUAL PROPERTY | 34 |
| Exhibit C DEVELOPMENT PLAN | 37 |
| Exhibit D SUMMARY TERMS OF ASSET PURCHASE AGREEMENT | 39 |
| Exhibit E FORM OF EQUITY OPTION EXERCISE NOTICE | 41 |
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| GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL |
This GLOBAL EXCLUSIVE LICENSE AGREEMENT (this Agreement) is entered into as of April 29, 2026 (the “Effective Date”), by and among:
| (1) | OSR Holdings, Inc. (OSRH), a corporation organized and existing under the laws of the State of Delaware, United States of America, with its principal place of business at Bellevue, Washington, USA, publicly listed on the NASDAQ Capital Market under the ticker symbol OSRH; |
| (2) | Vaximm AG (Vaximm), a stock corporation (Aktiengesellschaft) organized and existing under the laws of Switzerland, with its registered office in Basel, Switzerland, and a wholly-owned subsidiary of OSRH; and |
| (3) | BCM Europe AG (BCME or Licensee), a stock corporation (Aktiengesellschaft) organized and existing under the laws of Switzerland, with its registered office in Zug, Switzerland. |
OSRH and Vaximm are referred to collectively herein as the Licensor. BCME is sometimes referred to herein as the “Licensee.”
OSRH, Vaximm, and BCME are referred to collectively herein as the Parties and each individually as a Party.
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| GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL |
RECITALS
| A. | Vaximm is the developer and owner of VXM01, an oral DNA-based immunotherapy platform targeting vascular endothelial growth factor receptor-2 (VEGFR-2), which is currently Phase-2b-ready and has been evaluated in clinical studies in glioblastoma multiforme (GBM) and pancreatic ductal adenocarcinoma (PDAC). |
| B. | OSRH is the parent company and sole shareholder of Vaximm, holds all intellectual property rights in and to VXM01 through Vaximm, and has been designated as the direct beneficiary of all milestone payments and royalty pass-through amounts under this Agreement. |
| C. | BCME is a Swiss-based investment entity organized for the purpose of funding and commercializing biopharmaceutical assets, and operates a dedicated fund vehicle known as BCM Decentralized Science Investors I, LP (the Fund), through which it intends to finance the development and out-licensing of VXM01. |
| D. | BCME is, as of the Effective Date, the controlling and largest shareholder of OSRH, and acknowledges its unique position as both Licensee and controlling shareholder. |
| E. | The Parties entered into a Binding Term Sheet dated March 23, 2026 (the Term Sheet), which superseded and replaced a prior term sheet dated January 13, 2025, establishing the framework for the transaction contemplated herein. |
| F. | Because the transaction involves affiliated entities, an independent fairness opinion was obtained from Avance Life Sciences AG (the Fairness Opinion), which concluded that the financial terms of the transaction are fair, from a financial point of view, to Vaximm, OSRH, and the stockholders of OSRH. |
| G. | The Parties desire to enter into this Agreement to set forth the complete terms and conditions governing the license of VXM01, the associated development financing, milestone payment obligations, royalty pass-through mechanics, equity participation rights, and all related matters. |
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NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the context in which they are used.
“Affiliate” means with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract, or otherwise.
“Agreement” means this Global Exclusive License Agreement, including all Exhibits attached hereto, as amended from time to time.
“BCME” means BCM Europe AG, as defined in the preamble.
“Blockchain / TAC Mechanism” means the conditional royalty distribution mechanism described in Article 7, applicable only if Vaximm elects to draw development capital from the BCM Royalty Fund.
“Clinical Milestone” means each event specified in Exhibit A under the heading “Clinical Milestones” that, upon achievement, triggers a corresponding milestone payment obligation of BCME.
“Commercial Milestone” means each event specified in Exhibit A under the heading “Commercial Milestones” that, upon achievement, triggers a corresponding milestone payment obligation of BCME.
“Confidential Information” means any and all information or data, in any form (written, oral, electronic, or otherwise), disclosed by one Party to another Party in connection with this Agreement that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential, including but not limited to scientific data, clinical data, regulatory dossiers, financial projections, milestone schedules, business strategies, and the terms of this Agreement.
“Development Plan” means the written plan attached as Exhibit C, setting forth the key activities, timelines, and responsibilities for VXM01 development through the execution of an Ultimate License Agreement, as updated from time to time by mutual written agreement of the Parties.
“Asset Purchase Agreement” means the definitive asset purchase agreement to be entered into between Vaximm (as seller) and OSRH (as buyer) for the outright sale and transfer of the Transferred Assets, with a gross purchase price of USD 30,000,000, to be finalized and executed by the Parties within thirty (30) days following the Effective Date, as further described in Article 3 and Exhibit D.
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“Effective Date” means April 29, 2026.
“Equity Option” means the put option granted to OSRH under Article 6, pursuant to which OSRH may require BCME to purchase up to USD 15,000,000 of OSRH common stock at USD 10.00 per share.
“APA Purchase Price” means the gross purchase price of USD 30,000,000 payable by OSRH to Vaximm pursuant to the Asset Purchase Agreement for the acquisition of the Transferred Assets.
“Transferred Assets” means all patents, patent applications, and other intellectual property rights within the VXM01 patent family owned by Vaximm as of the Effective Date and to be transferred to OSRH pursuant to the Asset Purchase Agreement, as more particularly identified in Exhibit B.
“Fairness Opinion” means the written fairness opinion dated April 2026 issued by Avance Life Sciences AG to the effect that the financial terms of the transaction contemplated by this Agreement are fair, from a financial point of view, to Vaximm, OSRH, and the stockholders of OSRH.
“FDA” means the United States Food and Drug Administration, or any successor governmental authority.
“Fund” means BCM Decentralized Science Investors I, LP, the dedicated fund vehicle through which BCME channels capital for VXM01 development.
“GBM” means glioblastoma multiforme, one of the Licensed Indications under this Agreement.
“Governing Law” means Swiss law, including specifically the law of the Canton of Basel-Stadt, Switzerland.
“IND” means an Investigational New Drug Application as defined by the FDA, or equivalent filing with a Regulatory Authority in any other jurisdiction.
“Intellectual Property” means all patents, patent applications, utility models, design rights, trademarks, trade secrets, know-how, data, clinical data packages, regulatory files, CMC packages, manufacturing processes, formulations, cell lines, biological materials, copyrights, and other intellectual property rights, whether registered or unregistered, relating to or embodied in the Licensed Product.
“Licensed Field” means all human therapeutic, prophylactic, and diagnostic applications of VXM01, across all indications, worldwide.
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“Licensed Indications” means initially, GBM and PDAC; and such other oncology and non-oncology indications as may be included in the Licensed Field from time to time upon the mutual consent of Licensor and Licensee and otherwise subject to all terms and conditions of this Agreement..
“Licensed IP” means all Intellectual Property owned by or licensed to Vaximm (or OSRH on Vaximm’s behalf) as of the Effective Date or developed or acquired during the Term that relates to VXM01, including those listed in Exhibit B.
“Licensed Product” means VXM01, the oral DNA-based immunotherapy targeting VEGFR-2, including any formulation, combination, modification, improvement, or derivative thereof, and any product incorporating, embodying, or using the Licensed IP.
“Licensor” means OSRH and Vaximm, collectively.
“Milestone Payment” means any payment obligation arising under Article 4 upon achievement of a Clinical Milestone, Regulatory Milestone, or Commercial Milestone, as further described in Exhibit A.
“Minimum Preferred Return” means a preferred return on capital deployed by the Fund in connection with VXM01, accruing at a rate not to exceed fifteen percent (15%) per annum, compounded annually, as described in Section 5.2.
“NDA” means a New Drug Application as defined by the FDA, or equivalent regulatory submission in any jurisdiction.
“Net Sales” means the gross invoiced sales price of the Licensed Product by or on behalf of an Ultimate Licensee (or any sub-licensee thereof) to unaffiliated third parties, less: (a) customary trade discounts actually allowed; (b) credits, returns, or allowances; (c) freight, insurance, and import/export duties; (d) sales, use, or excise taxes; and (e) cost of packaging directly attributable to the Licensed Product.
“Negative Milestone Delta” has the meaning set forth in Section 5.2.
“OSRH” means OSR Holdings, Inc., as defined in the preamble.
“PDAC” means pancreatic ductal adenocarcinoma, one of the Licensed Indications under this Agreement.
“Regulatory Authority” means any governmental authority responsible for granting approvals or authorizations for clinical development, manufacturing, marketing, or commercialization of drug products in a given country or territory, including without limitation the FDA (United States), EMA (European Union), PMDA (Japan), and MFDS (Korea).
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“Regulatory Milestone” means each regulatory event specified in Exhibit A under the heading “Regulatory Milestones” that, upon achievement, triggers a corresponding milestone payment obligation of BCME.
“Term” means the period commencing on the Effective Date and continuing until the expiration or termination of this Agreement pursuant to Article 13.
“Term Sheet” means the Binding Term Sheet dated March 23, 2026, among OSRH, Vaximm, and BCME, as amended, which this Agreement supersedes in its entirety.
“Territory” means worldwide.
“Ultimate License Agreement” means any license, sublicense, collaboration, co-promotion, or commercialization agreement entered into by BCME or the Fund (or their Affiliates) with a global pharmaceutical or biotechnology company for the development and/or commercialization of the Licensed Product.
“Ultimate Licensee” means the counterparty to an Ultimate License Agreement.
“Vaximm” means Vaximm AG, as defined in the preamble.
“VEGFR-2” means vascular endothelial growth factor receptor-2, the molecular target of VXM01.
“VXM01” means the oral DNA-based immunotherapy platform targeting VEGFR-2, as developed by Vaximm, including all formulations, presentations, dosage forms, derivatives, and modifications thereof.
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ARTICLE 2 GRANT OF LICENSE
2.1 Grant
Subject to the terms and conditions of this Agreement, Vaximm (with OSRH’s consent and guarantee) hereby grants to BCME an exclusive (even as to Vaximm and OSRH), sublicensable, worldwide license under the Licensed IP to:
| (a) | research, develop, manufacture, have manufactured, use, import, export, market, promote, sell, offer for sale, and commercialize the Licensed Product in the Territory in the Licensed Field; |
| (b) | enter into sublicenses or sub-sublicenses with third parties, including the Ultimate Licensee, for any or all of the rights granted under this Section 2.1; and |
| (c) | prosecute, maintain, defend, and enforce the Licensed IP in the Territory, at BCME’s expense and in coordination with Vaximm. |
2.2 Sublicensing
BCME shall have the right to grant sublicenses of the rights granted under Section 2.1 without the prior written consent of Licensor, provided that: (a) each sublicense is consistent with and subject to the terms and conditions of this Agreement; (b) BCME remains primarily liable for all obligations of its sublicensees; and (c) BCME provides written notice to Licensor within thirty (30) days of executing any sublicense agreement at the level of the Ultimate License Agreement.
2.3 Retained Rights
Vaximm and OSRH retain no rights to exploit the Licensed IP in the Licensed Field during the Term, except as expressly set forth in this Agreement. For the avoidance of doubt, neither Vaximm nor OSRH shall grant any other licenses or rights in the Licensed IP in the Licensed Field to any third party during the Term without the prior written consent of BCME.
2.4 No Implied Licenses
Except as expressly provided in this Agreement, no license or other rights are granted by implication, estoppel, or otherwise. All rights not expressly granted to BCME are reserved by Vaximm and OSRH.
2.5 Technology Transfer
Within sixty (60) days following the Effective Date, Vaximm shall transfer or make available to BCME (or its designated representatives) all Licensed IP in Vaximm’s possession or control that is necessary or reasonably useful to enable BCME to exercise the rights granted herein, including all regulatory files, clinical data packages, CMC packages, manufacturing know-how, and existing third-party agreements relating to VXM01. Vaximm shall provide reasonable technical assistance in connection with such transfer at no additional cost to BCME.
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ARTICLE 3 ASSET PURCHASE AGREEMENT
3.1 Agreement to Purchase and Sell
The Parties agree that, as part of the overall transaction contemplated by this Agreement, Vaximm shall sell, transfer, and assign to OSRH, and OSRH shall purchase and acquire from Vaximm, all right, title, and interest in and to the Transferred Assets (as defined in Article 1 and further identified in Exhibit B), free and clear of all encumbrances, liens, and third-party rights (other than as expressly disclosed in Exhibit B), pursuant to the Asset Purchase Agreement to be entered into between the Parties. The gross purchase price for the Transferred Assets shall be USD 30,000,000 (the “APA Purchase Price”), payable by OSRH to Vaximm in accordance with the payment terms set forth in the Asset Purchase Agreement.
3.2 Obligation to Execute Asset Purchase Agreement
The Parties shall negotiate in good faith and execute the Asset Purchase Agreement no later than thirty (30) days following the Effective Date of this Agreement (the “APA Execution Deadline”). The Asset Purchase Agreement shall provide for, at minimum:
| (a) | an outright sale, transfer, and assignment of all of Vaximm’s right, title, and interest in and to the Transferred Assets to OSRH, with full warranties of title and non-encumbrance; |
| (b) | a gross purchase price of USD 30,000,000 (the APA Purchase Price), with payment terms to be agreed between the Parties; and |
| (c) | customary representations, warranties, covenants, closing conditions, and indemnification provisions appropriate for a transaction of this nature. |
3.3 Effect on License; Licensor IP Warranty
Upon closing of the Asset Purchase Agreement, OSRH shall become the sole legal and beneficial owner of the Transferred Assets. The license granted to BCME under Article 2 shall continue in full force and effect without interruption following the transfer of the Transferred Assets from Vaximm to OSRH, and all references in this Agreement to the “Licensed IP” shall, following the closing of the Asset Purchase Agreement, be construed to refer to the Transferred Assets as owned by OSRH. OSRH, as the new owner of the Transferred Assets, shall assume all of Vaximm’s obligations with respect to the Licensed IP under Articles 9 and 10 of this Agreement.
3.4 Relationship to Milestone Obligations
For the avoidance of doubt, the Asset Purchase Agreement and the APA Purchase Price are separate from, and shall not offset or reduce, any Milestone Payment or royalty pass-through obligation of BCME under Articles 4 and 5 of this Agreement. The APA Purchase Price represents consideration payable by OSRH to Vaximm for the transfer of the Transferred Assets, and BCME is neither a party to, nor an obligor under, the Asset Purchase Agreement.
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ARTICLE 4 MILESTONE PAYMENTS
4.1 Milestone Payment Obligations
BCME (acting through the Fund) shall pay to OSRH milestone payments in an aggregate amount of up to USD 815,000,000 upon achievement of the milestones set forth in Exhibit A (as further described in Sections 4.2 through 4.4 below and the detailed schedule therein). All Milestone Payments shall be made directly to OSRH and not to Vaximm.
4.2 Clinical Milestones
The following clinical milestones shall trigger payment obligations by BCME to OSRH, in the amounts set forth opposite each milestone below:
GBM Clinical Milestones:
| Milestone Event | Payment to OSRH |
| End of Phase II (GBM) | USD 5,000,000 |
| End of Phase III (GBM) | USD 15,000,000 |
| GBM Clinical Subtotal | USD 20,000,000 |
PDAC Clinical Milestones:
| Milestone Event | Payment to OSRH |
| End of Phase II (PDAC) | USD 7,000,000 |
| End of Phase III (PDAC) | USD 20,000,000 |
| PDAC Clinical Subtotal | USD 27,000,000 |
4.3 Regulatory Milestones
The following regulatory approval events shall trigger payment obligations by BCME to OSRH:
| Regulatory Milestone Event | Payment to OSRH |
| FDA Filing (BLA/NDA) – GBM | USD 5,000,000 |
| FDA Approval – USA (GBM) | USD 15,000,000 |
| EMA Approval – EU5 (GBM) | USD 10,000,000 |
| MFDS Approval – Korea (GBM) | USD 5,000,000 |
| FDA Filing (BLA/NDA) – PDAC | USD 10,000,000 |
| FDA Approval – USA (PDAC) | USD 25,000,000 |
| EMA Approval – EU5 (PDAC) | USD 15,000,000 |
| MFDS Approval – Korea (PDAC) | USD 8,000,000 |
| Regulatory Subtotal | USD 93,000,000 |
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4.4 Commercial and Net Sales Milestones
The following commercial and net sales threshold events shall trigger payment obligations by BCME to OSRH:
GBM Commercial Milestones:
| Commercial Milestone Event | Payment to OSRH |
| First Commercial Sale – GBM | USD 5,000,000 |
| GBM Net Sales > USD 50M | USD 10,000,000 |
| GBM Net Sales > USD 100M | USD 15,000,000 |
| GBM Net Sales > USD 200M | USD 35,000,000 |
| GBM Net Sales > USD 250M | USD 50,000,000 |
| GBM Commercial Subtotal | USD 115,000,000 |
PDAC Commercial Milestones:
| Commercial Milestone Event | Payment to OSRH |
| First Commercial Sale – PDAC | USD 10,000,000 |
| PDAC Net Sales > USD 100M | USD 25,000,000 |
| PDAC Net Sales > USD 250M | USD 50,000,000 |
| PDAC Net Sales > USD 500M | USD 85,000,000 |
| PDAC Net Sales > USD 750M | USD 110,000,000 |
| PDAC Net Sales > USD 1.0B | USD 130,000,000 |
| PDAC Net Sales > USD 1.25B | USD 150,000,000 |
| PDAC Commercial Subtotal | USD 560,000,000 |
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Aggregate Milestone Summary:
| Category | Aggregate Maximum |
| GBM — Clinical | USD 20,000,000 |
| PDAC — Clinical | USD 27,000,000 |
| GBM + PDAC — Regulatory | USD 93,000,000 |
| GBM — Commercial | USD 115,000,000 |
| PDAC — Commercial | USD 560,000,000 |
| TOTAL | USD 815,000,000 |
4.5 Milestone Payment Terms
Unless otherwise specified in Exhibit A:
| (a) | Each Milestone Payment shall be due and payable within forty-five (45) calendar days following the date on which the applicable milestone is achieved. |
| (b) | BCME shall provide written notice to OSRH promptly (and in any event within ten (10) Business Days) following achievement of each milestone. |
| (c) | Each Milestone Payment shall be made in United States Dollars by wire transfer to a bank account designated in writing by OSRH. |
| (d) | All Milestone Payments are one-time, non-refundable, and non-creditable against any other amounts due hereunder, except as expressly set forth in this Agreement. |
| (e) | Each net sales-based milestone payment shall be paid only once, regardless of whether the applicable net sales threshold is exceeded multiple times. |
4.6 Milestone Payment Disputes
In the event of a bona fide dispute as to whether a milestone has been achieved, the Parties shall meet and confer within twenty (20) Business Days to resolve the dispute in good faith. If the Parties cannot resolve the dispute within sixty (60) days of such notice, the dispute shall be submitted to binding arbitration in accordance with Article 14.
4.7 Anti-Shelving Obligation
BCME shall use Commercially Reasonable Efforts to achieve each Clinical Milestone and to pursue the execution of an Ultimate License Agreement. For purposes of this Agreement, “Commercially Reasonable Efforts” means those efforts and resources that a similarly situated biopharmaceutical company of comparable size and resources would devote to a product of comparable market potential and at a comparable stage of development. BCME’s obligation to pay Milestone Payments is not contingent on commercial success, but on BCME’s timely pursuit of the Development Plan. In the event BCME materially fails to pursue the Development Plan for a period of twelve (12) consecutive months without Licensor’s prior written approval, such failure shall constitute a material breach under Section 13.2.
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ARTICLE 5 ROYALTIES AND PASS-THROUGH MECHANISM
5.1 BCME’s Royalty Obligations — Structure
BCME does not assume an independent commercial royalty obligation to Licensor in respect of Net Sales of the Licensed Product. Instead, BCME shall direct all royalties received from any Ultimate Licensee in accordance with the priority and pass-through mechanism set forth in this Article 5.
5.2 Negative Milestone Delta
For purposes of this Agreement, the “Negative Milestone Delta” means the positive difference (if any) of:
| (i) | the aggregate Milestone Payments actually paid by BCME to OSRH pursuant to Article 4; |
PLUS
| (ii) | the Minimum Preferred Return accrued for the Limited Partners of the Fund on capital deployed in connection with VXM01 (at a rate not to exceed fifteen percent (15%) per annum, compounded annually); |
MINUS
| (iii) | the aggregate milestone payments actually received by BCME (or the Fund) from the Ultimate Licensee. |
If the result of (i) + (ii) – (iii) is zero or negative, there is no Negative Milestone Delta and Section 5.3 shall apply immediately.
5.3 Priority Recovery of Negative Milestone Delta
If the Negative Milestone Delta is greater than zero:
| (a) | BCME shall be entitled to retain one hundred percent (100%) of all royalty payments received from the Ultimate Licensee until the Negative Milestone Delta has been fully recovered; |
| (b) | BCME shall maintain a running ledger of the Negative Milestone Delta and provide quarterly written reports to OSRH detailing the calculation of accrued Minimum Preferred Return, milestone receipts from the Ultimate Licensee, and outstanding balance; and |
| (c) | BCME shall provide OSRH with copies of all relevant royalty statements received from the Ultimate Licensee within fifteen (15) Business Days of receipt. |
5.4 Full Pass-Through Post-Recovery
Upon full recovery of the Negative Milestone Delta (as confirmed in writing by BCME to OSRH):
| (a) | BCME shall pass through one hundred percent (100%) of all subsequent royalty payments received from any Ultimate Licensee directly to OSRH; |
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| (b) | BCME shall retain no ongoing royalty spread, margin, or any other economic participation in royalties derived from the Licensed Product following such full recovery; and |
| (c) | BCME shall remit each royalty payment to OSRH within thirty (30) calendar days of receipt thereof from the Ultimate Licensee. |
5.5 Royalty Audit Rights
OSRH shall have the right, upon sixty (60) days’ prior written notice and no more than once per calendar year, to audit BCME’s royalty accounts and records relating to the Negative Milestone Delta calculation and royalty pass-through obligations. Such audit shall be conducted by an independent certified public accountant reasonably acceptable to BCME. OSRH shall bear the costs of the audit unless a discrepancy of more than five percent (5%) in BCME’s favor is found, in which case BCME shall bear the costs of the audit.
5.6 Late Payments
Any Milestone Payment or royalty pass-through payment not made when due shall accrue interest from the due date at the rate of the Swiss franc three-month SARON rate plus three percent (3%) per annum, calculated on the basis of actual days elapsed over a 365-day year.
5.7 Tax Withholding
Each Party shall be responsible for all taxes imposed on its income arising under this Agreement. If applicable law requires BCME to withhold taxes from any payment made to OSRH, BCME shall: (a) withhold the required amount; (b) pay such withheld taxes to the applicable tax authority on behalf of OSRH; and (c) promptly provide OSRH with an official receipt or equivalent document. The Parties shall cooperate to minimize withholding taxes to the extent permitted by law.
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ARTICLE 6 EQUITY PARTICIPATION RIGHT (PUT OPTION)
6.1 Grant of Put Option
OSRH is hereby granted, as part of the consideration for this Agreement, an irrevocable option (the “Equity Option” or “Put Option”) to require BCME to purchase up to USD 15,000,000 of OSRH common stock at a price of USD 10.00 per share (the “Option Price”), subject to the terms and conditions of this Article 6.
6.2 Exercise Window
The Equity Option shall be exercisable by OSRH at its sole discretion at any time during the period commencing on the date that is six (6) months following the Effective Date and ending on the date that is thirty-six (36) months following the Effective Date (the “Exercise Window”). The Equity Option shall lapse automatically and without compensation if not exercised within the Exercise Window.
6.3 Exercise Mechanics
OSRH shall exercise the Equity Option, in whole or in part, by delivering a written notice substantially in the form of Exhibit E (the “Option Exercise Notice”) to BCME specifying:
| (a) | the number of shares of OSRH common stock to be issued (calculated as the exercise amount divided by USD 10.00 per share); |
| (b) | the intended closing date (which shall be no fewer than twenty (20) Business Days following delivery of the Option Exercise Notice); and |
| (c) | the account or custody details to which the shares shall be issued. |
6.4 Settlement
At the closing of each exercise, BCME shall pay to OSRH the aggregate Option Price in immediately available funds in United States Dollars, and OSRH shall issue and deliver the corresponding shares of OSRH common stock (duly authorized, validly issued, fully paid, and non-assessable) to BCME or its designated nominee.
6.5 Partial Exercises
OSRH may exercise the Equity Option in multiple tranches, provided that each tranche shall be for a minimum amount of USD 1,000,000, and the aggregate amount exercised shall not exceed USD 15,000,000.
6.6 Registration Rights
Each issuance of OSRH common stock to BCME upon exercise of the Equity Option shall be effected as a private placement transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof or Regulation D promulgated thereunder. OSRH shall not be required to file any resale registration statement with the United States Securities and Exchange Commission in connection with any shares issued pursuant to the Equity Option. Following the expiration of the lock-up period set forth in Section 6.7, BCME may sell such shares pursuant to Rule 144 under the Securities Act, subject to satisfaction of the applicable conditions thereof (including, without limitation, the holding period, volume limitations, and manner-of-sale requirements), or pursuant to any other available exemption from registration. OSRH shall use commercially reasonable efforts to remain current in its reporting obligations under the Securities Exchange Act of 1934, as amended, so as to facilitate BCME’s ability to rely on Rule 144 following expiration of the lock-up period.
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6.7 Lock-Up
Shares issued to BCME upon exercise of the Equity Option shall be subject to a lock-up period of one hundred eighty (180) days from the date of issuance, during which BCME shall not, without the prior written consent of OSRH, sell, transfer, pledge, or otherwise dispose of such shares.
6.8 Effect of Termination on Equity Option
Upon termination of this Agreement pursuant to Article 13, the Equity Option shall, if not previously exercised, lapse automatically without compensation. For the avoidance of doubt, if this Agreement is terminated for any reason, BCME shall retain any shares issued and OSRH shall retain all cash received in respect of prior exercises of the Equity Option.
6.9 Acknowledgments
The Parties acknowledge that:
| (a) | the Option Price of USD 10.00 per share represents a significant premium to OSRH’s market price as of the Effective Date; |
| (b) | BCME’s acceptance of the Put Option at such premium is a signal of BCME’s long-term commitment to VXM01 and to OSRH; |
| (c) | the Equity Option is structured to avoid dilution of existing OSRH shareholders at depressed market prices, with exercise reserved solely to OSRH’s discretion; and |
| (d) | the Equity Option is additive to and does not reduce or offset any Milestone Payment obligation of BCME under Article 4. |
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ARTICLE 7 BLOCKCHAIN-BASED ROYALTY PARTICIPATION (CONDITIONAL)
7.1 Conditionality
The provisions of this Article 7 are conditional and shall apply only in the event that Vaximm elects, at its sole discretion, to draw development capital from the BCM Royalty Fund (distinct from the Facility established in Article 3). If Vaximm does not draw from the BCM Royalty Fund, this Article 7 shall be of no force or effect.
7.2 TAC Royalty Contribution (If Applicable)
In the event that Vaximm draws from the BCM Royalty Fund, Licensor shall contribute a negotiated percentage of its future commercial royalty revenue from VXM01 (as received from the Ultimate Licensee following the pass-through mechanism in Article 5) into a designated Blockchain Technology Asset Contract (“TAC”, a/k/a Taekwondo Access Credit) Royalty Distribution Wallet, for distribution to TAC token holders pursuant to the applicable TAC protocol documentation.
7.3 Deferral of Digital Asset Provisions
The Parties acknowledge that regulatory guidance applicable to public companies holding and transacting in digital assets remains evolving. The specific terms and mechanics of any TAC-related royalty participation (including the percentage of royalties to be contributed, the applicable TAC protocol, governance of the TAC Royalty Distribution Wallet, and related compliance requirements) shall be set forth in a written amendment to this Agreement, to be negotiated in good faith by the Parties (further subject to the consent of either Party to such amendment nou being unreasonably withheld) once the applicable regulatory environment is sufficiently defined. Any such amendment shall be subject to OSRH’s compliance obligations as a publicly listed company on NASDAQ.
7.4 No TAC Obligation Absent Draw
For the avoidance of doubt, if Vaximm does not elect to draw from the BCM Royalty Fund, no Licensor entity shall have any obligation to contribute royalties to any TAC Royalty Distribution Wallet, and royalties shall flow solely pursuant to Article 5.
7.5 Arbitration of TAC Disputes
Any dispute arising in connection with the TAC mechanism described in this Article 7 shall be subject to arbitration under the rules of the Swiss Arbitration Centre, as further described in Article 14.
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ARTICLE 8 DEVELOPMENT AND REGULATORY RESPONSIBILITIES
8.1 BCME’s Development Responsibilities
During the Term, BCME shall:
| (a) | use Commercially Reasonable Efforts to fund and advance clinical development activities for VXM01 in accordance with the Development Plan, whether directly or through BCME-appointed contract research organizations, clinical operators, or the Fund; |
| (b) | prepare global partnering materials (including data packages, clinical summaries, regulatory dossiers, and commercial analyses) necessary to attract and negotiate with potential Ultimate Licensees; |
| (c) | use Commercially Reasonable Efforts to negotiate and execute an Ultimate License Agreement with a major global pharmaceutical or biotechnology company within five (5) years of the Effective Date (subject to reasonable extensions agreed in writing by the Parties); |
| (d) | maintain KYC/AML-compliant fund operations in compliance with applicable law, including Swiss financial regulations and any applicable U.S. securities laws; |
| (e) | keep Licensor reasonably informed of material developments in the clinical program and partnering activities by providing written progress reports no less frequently than semi-annually; and |
| (f) | promptly notify Licensor of any material adverse development affecting the clinical program or any proposed Ultimate License Agreement. |
8.2 Vaximm’s Development and Scientific Responsibilities
During the Term, Vaximm shall:
| (a) | cooperate fully with BCME on scientific and clinical diligence requests, including providing access to all relevant data, regulatory files, preclinical packages, and CMC documentation; |
| (b) | make its scientific and clinical personnel reasonably available to BCME for meetings, presentations to potential Ultimate Licensees, and regulatory authority interactions, at Vaximm’s cost for reasonable time and at BCME’s cost for expenses; |
| (c) | maintain all IPs filings (patents, patent applications, regulatory submissions, IND/CTA maintenance) that are necessary to preserve the value of the Licensed IP, at BCME’s reasonable direction; |
| (d) | promptly disclose to BCME any Intellectual Property improvements, inventions, or data generated by Vaximm relating to VXM01 that arise during the Term; and |
| (e) | cooperate with BCME in the preparation of materials and presentations for potential Ultimate Licensees. |
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8.3 OSRH’s Administrative and Governance Responsibilities
During the Term, OSRH shall:
| (a) | ensure that Vaximm fulfills its obligations under this Agreement, including by providing adequate organizational and financial resources to Vaximm for such purpose; |
| (b) | oversee and coordinate the execution and closing of the Asset Purchase Agreement in accordance with Article 3, and maintain complete and accurate accounting records in respect of the APA Purchase Price and the Transferred Assets; |
| (c) | receive, process, and account for all Milestone Payments and royalty pass-through amounts as the designated beneficiary; |
| (d) | maintain OSRH’s public company reporting obligations in a manner consistent with this Agreement; and |
| (e) | promptly notify BCME of any change in OSRH’s corporate structure, ownership of Vaximm, or financial condition that would materially affect BCME’s rights under this Agreement. |
8.4 Joint Steering Committee
Within sixty (60) days following the Effective Date, the Parties shall establish a Joint Steering Committee (“JSC”) consisting of two (2) representatives from each of BCME and Licensor. The JSC shall:
| (a) | meet quarterly (or more frequently as needed) to review progress under the Development Plan; |
| (b) | discuss and approve material amendments to the Development Plan; |
| (c) | serve as a forum for resolving operational disputes before escalation to senior management; and |
| (d) | have no authority to modify the economic terms of this Agreement without a formal written amendment executed by all Parties. |
Each Party shall bear its own costs in connection with JSC participation. The JSC shall operate by consensus, failing which either Party may escalate to senior management in accordance with Section 14.1.
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ARTICLE 9 INTELLECTUAL PROPERTY
9.1 Ownership
As of the Effective Date, Vaximm holds exclusive ownership of all Licensed IP. Upon the closing of the Asset Purchase Agreement pursuant to Article 3, ownership of the Transferred Assets (which constitute the core of the Licensed IP) shall transfer outright from Vaximm to OSRH, and OSRH shall thereafter be the sole legal and beneficial owner of the Transferred Assets. Following such transfer, Vaximm shall retain no ownership interest in the Transferred Assets. Nothing in this Agreement shall be construed as a transfer or assignment of title to the Licensed IP from OSRH (or Vaximm, prior to closing of the Asset Purchase Agreement) to BCME or any third party. BCME receives only the license rights expressly set forth in Article 2, and such license rights shall remain in full force and effect regardless of the transfer of the Transferred Assets from Vaximm to OSRH.
9.2 Patent Prosecution and Maintenance
Subject to Section 9.3, OSRH (following the closing of the Asset Purchase Agreement) and Vaximm (prior to such closing) shall have the primary right and responsibility to prosecute and maintain all patents and patent applications within the Licensed IP. The responsible Party (OSRH post-closing, Vaximm pre-closing) shall:
| (a) | use Commercially Reasonable Efforts to prosecute all patent applications within the Licensed IP (including those pending as of the Effective Date and those filed during the Term in respect of VXM01-related inventions); |
| (b) | consult with BCME in good faith regarding prosecution strategy for Licensed IP that is material to the commercialization of the Licensed Product; |
| (c) | promptly notify BCME of any action required to maintain any Licensed IP (including payment of maintenance fees) not less than sixty (60) days prior to the relevant deadline; and |
| (d) | provide BCME with copies of all material correspondence with patent offices relating to Licensed IP within fifteen (15) Business Days of receipt or submission. |
9.3 BCME’s Right to Prosecute
If OSRH (following closing of the Asset Purchase Agreement) or Vaximm (prior to such closing) elects not to file, prosecute, or maintain any item of Licensed IP in any country or territory that BCME reasonably believes to be commercially significant, the responsible Party shall promptly (and in any event no fewer than thirty (30) days before any applicable deadline) notify BCME in writing. BCME shall then have the right, but not the obligation, to file, prosecute, and/or maintain such Licensed IP at its own cost and expense, and in such case the responsible Party shall execute such documents and take such actions as BCME may reasonably request to give effect thereto.
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9.4 Enforcement
OSRH (following closing of the Asset Purchase Agreement) or Vaximm (prior to such closing) shall have the primary right to institute proceedings against third-party infringers of the Licensed IP in the Territory. If the responsible Party elects not to institute proceedings against an infringer within ninety (90) days of BCME’s written request to do so (or within thirty (30) days if the infringement is causing material harm to the commercialization of the Licensed Product), BCME shall have the right, but not the obligation, to institute such proceedings in its own name or in the name of OSRH or Vaximm (as applicable, with the relevant Party’s reasonable cooperation). Each Party shall promptly notify the other of any known or suspected infringement of the Licensed IP.
9.5 Improvements and New IP
Any Intellectual Property generated or acquired by BCME or the Fund in connection with the development or sublicensing of VXM01 during the Term (“BCME Improvements”) shall be owned by BCME, subject to the following:
| (a) | BCME hereby grants to OSRH (or Vaximm, to the extent it remains the IP owner prior to closing of the Asset Purchase Agreement) a non-exclusive, royalty-free, perpetual license to use all BCME Improvements solely in connection with the Licensed Product in the event of termination of this Agreement for any reason, to the extent necessary to enable OSRH (or Vaximm, as applicable) to exercise its rights in the Licensed Product upon reversion; |
| (b) | BCME shall promptly disclose all material BCME Improvements to OSRH (and, prior to closing of the Asset Purchase Agreement, to Vaximm); and |
| (c) | BCME Improvements shall be included within the scope of any sublicense granted to an Ultimate Licensee, consistent with the royalty and milestone structure under this Agreement. |
9.6 IP Protections
OSRH (following closing of the Asset Purchase Agreement) and Vaximm (prior to such closing) shall take all actions reasonably necessary to ensure that the Licensed IP remains in full force and effect throughout the Term, including payment of all applicable maintenance fees, annuities, and prosecution costs. BCME shall reimburse the responsible Party for all reasonable and documented IP maintenance and prosecution costs within thirty (30) days of invoice, provided that BCME has approved such costs in advance for amounts exceeding USD 50,000 per item.
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ARTICLE 10 REPRESENTATIONS AND WARRANTIES
10.1 Mutual Representations and Warranties
Each Party represents and warrants to each other Party, as of the Effective Date, that:
| (a) | it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; |
| (b) | it has full corporate or organizational power and authority to execute, deliver, and perform its obligations under this Agreement; |
| (c) | this Agreement has been duly authorized by all necessary corporate or organizational action, and constitutes a legal, valid, and binding obligation of such Party, enforceable in accordance with its terms; |
| (d) | the execution, delivery, and performance of this Agreement does not conflict with, violate, or result in a breach of any applicable law, regulation, order, or judgment, or any material contract or agreement to which such Party is a party; and |
| (e) | there is no pending or, to such Party’s knowledge, threatened litigation, arbitration, governmental investigation, or other proceeding that would materially affect its ability to perform its obligations under this Agreement. |
10.2 Additional Representations and Warranties of Licensor
Vaximm and OSRH, jointly and severally, represent and warrant to BCME that:
| (a) | Vaximm is the exclusive owner of the Licensed IP, free and clear of all encumbrances, liens, and third-party rights (other than as expressly disclosed in Exhibit B), and has the right to grant the license set forth in Article 2; |
| (b) | to the best of Vaximm’s knowledge as of the Effective Date, the Licensed IP does not infringe any third-party intellectual property rights; |
| (c) | all patent applications included within the Licensed IP have been duly filed and are being prosecuted in good faith, and no material Licensed IP has lapsed or expired; |
| (d) | all clinical data, regulatory filings, and scientific information relating to VXM01 provided to BCME in connection with this transaction are accurate and complete in all material respects; |
| (e) | Vaximm has not previously licensed or granted any rights in the Licensed IP in the Licensed Field to any third party that would conflict with the rights granted to BCME herein; and |
| (f) | OSRH has the authority to cause Vaximm to perform all obligations of Vaximm under this Agreement. |
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10.3 Additional Representations and Warranties of BCME
BCME represents and warrants to Licensor that:
| (a) | BCME has the financial capacity and fund commitments necessary to fulfill its Milestone Payment obligations under Article 4, consistent with the Fund’s investment mandate; |
| (b) | the Fund is organized and operating in compliance with applicable Swiss financial and fund regulations; |
| (c) | BCME maintains KYC/AML compliance procedures and all participants in the Fund are subject to such procedures; and |
| (d) | BCME is not aware of any fact or circumstance that would prevent or materially impair its ability to pursue an Ultimate License Agreement. |
10.4 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 10, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE DEVELOPMENT OF VXM01 WILL BE SUCCESSFUL OR THAT ANY REGULATORY APPROVAL WILL BE OBTAINED.
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ARTICLE 11 CONFIDENTIALITY
11.1 Confidentiality Obligations
Each Party (as a “Receiving Party”) shall hold in strict confidence all Confidential Information received from any other Party (as a “Disclosing Party”) and shall not, without the prior written consent of the Disclosing Party, disclose such Confidential Information to any third party or use such Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement.
11.2 Permitted Disclosures
A Receiving Party may disclose Confidential Information:
| (a) | to its directors, officers, employees, advisors, and consultants who have a need to know such Confidential Information for purposes of this Agreement, provided that each such person is bound by obligations of confidentiality at least as protective as those set forth in this Article 11; |
| (b) | to potential Ultimate Licensees or financing sources under appropriate non-disclosure agreements; and |
| (c) | as required by applicable law, regulation, stock exchange rule, or court order, provided that the Receiving Party gives the Disclosing Party prompt prior written notice (to the extent legally permissible) and cooperates with the Disclosing Party in seeking a protective order or other appropriate relief. |
11.3 Exclusions
The confidentiality obligations set forth in this Article 11 shall not apply to information that:
| (a) | is or becomes publicly available through no fault of the Receiving Party; |
| (b) | was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, as evidenced by contemporaneous written records; |
| (c) | is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or |
| (d) | is received by the Receiving Party from a third party having the legal right to disclose such information without restriction. |
11.4 Survival
The obligations of this Article 11 shall survive for a period of five (5) years following the termination or expiration of this Agreement.
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ARTICLE 12 INDEMNIFICATION
12.1 Indemnification by Licensor
Licensor shall indemnify, defend, and hold harmless BCME, its Affiliates, and its and their respective directors, officers, employees, and agents (each, a “BCME Indemnitee”) from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
| (a) | any breach by Licensor of any representation, warranty, covenant, or obligation under this Agreement; |
| (b) | any claim that the Licensed IP infringes any third-party intellectual property rights existing as of the Effective Date (subject to BCME providing prompt notice and cooperation); or |
| (c) | the gross negligence or willful misconduct of any Licensor entity. |
12.2 Indemnification by BCME
BCME shall indemnify, defend, and hold harmless Licensor, its Affiliates, and its and their respective directors, officers, employees, and agents (each, a “Licensor Indemnitee”) from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
| (a) | any breach by BCME of any representation, warranty, covenant, or obligation under this Agreement; |
| (b) | any activities conducted by BCME, the Fund, or any sublicensee in connection with the development, commercialization, or sublicensing of the Licensed Product; or |
| (c) | the gross negligence or willful misconduct of BCME or the Fund. |
12.3 Indemnification Procedure
A Party seeking indemnification (an “Indemnified Party”) shall: (a) promptly notify the indemnifying Party in writing of any claim for which indemnification is sought; (b) grant the indemnifying Party sole control over the defense and settlement of such claim (provided that the indemnifying Party shall not settle any claim in a manner that imposes any obligation on the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld); and (c) provide the indemnifying Party with reasonable assistance and cooperation in connection with the defense of such claim, at the indemnifying Party’s expense.
12.4 Limitation of Liability
EXCEPT IN RESPECT OF (a) INDEMNIFICATION OBLIGATIONS, (b) PAYMENT OBLIGATIONS UNDER ARTICLES 4 AND 5, (c) BREACH OF CONFIDENTIALITY OBLIGATIONS, OR (d) FRAUD OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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ARTICLE 13 TERM AND TERMINATION
13.1 Term
This Agreement shall commence on the Effective Date and shall continue in full force and effect until the earlier of:
| (a) | the expiration of the last-to-expire patent within the Licensed IP, on a country-by-country basis (provided that, following such expiration in any country, the license in such country shall remain in effect on a royalty-free, fully paid-up basis); or |
| (b) | the date on which the final royalty pass-through payment is made to OSRH following receipt of the final commercial royalty from the last-active Ultimate Licensee; |
unless earlier terminated in accordance with this Article 13 (the “Term”).
13.2 Termination for Material Breach
Either Party may terminate this Agreement upon written notice to the breaching Party if:
| (a) | the breaching Party commits a material breach of this Agreement; and |
| (b) | such breach remains uncured for sixty (60) calendar days following the non-breaching Party’s written notice identifying the breach in reasonable detail (or thirty (30) calendar days for a payment default). |
For the avoidance of doubt, BCME’s material failure to pursue the Development Plan for twelve (12) consecutive months in accordance with Section 4.7 shall constitute a material breach.
13.3 Termination for Insolvency
Either Party may terminate this Agreement immediately upon written notice to any other Party if such other Party: (a) files a voluntary petition in bankruptcy, is adjudicated insolvent, or makes a general assignment for the benefit of its creditors; (b) has a receiver, administrator, or similar officer appointed over all or substantially all of its assets; or (c) is ordered by a court of competent jurisdiction to be wound up or dissolved.
13.4 Termination for Regulatory Prohibition
Either Party may terminate this Agreement immediately upon written notice if any Regulatory Authority of competent jurisdiction issues a final, non-appealable order prohibiting the performance of the activities contemplated by this Agreement in a manner that makes continued performance (including under any available regulatory exemptions or exclusions) commercially impracticable.
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13.5 Effects of Termination
Upon the termination of this Agreement for any reason:
| (a) | License Reversion: All license rights granted to BCME under Article 2 shall automatically revert to Vaximm, and BCME shall promptly (and in any event within thirty (30) days) execute all documents and take all actions reasonably requested by Vaximm to give effect to such reversion; |
| (b) | Surviving Sublicenses: Any sublicense granted to an Ultimate Licensee prior to the effective date of termination shall, at Licensor’s election, either terminate or survive as a direct license between Vaximm and the Ultimate Licensee, on the terms of such sublicense; |
| (c) | Accrued Royalties: Royalties already paid to OSRH prior to termination shall be retained and are not refundable; |
| (d) | Delta Recovery: BCME’s right to recover the Negative Milestone Delta shall cease upon termination, unless otherwise agreed in writing; |
| (e) | Equity Option: If not previously exercised, the Equity Option shall lapse without compensation; |
| (f) | Asset Purchase Agreement: If the Asset Purchase Agreement has not yet been executed and closed as of the date of termination of this Agreement, the Parties shall have no further obligation to negotiate or execute the Asset Purchase Agreement, unless otherwise agreed in writing; and |
| (g) | Return of Materials: Each Party shall promptly return or destroy all Confidential Information of the other Parties, in accordance with Article 11. |
13.6 Survival
The following provisions shall survive any termination or expiration of this Agreement: Article 1 (Definitions, to the extent referenced in surviving provisions); Section 5.4 (royalties already remitted); Article 9.1 (Ownership); Article 10.4 (Disclaimer); Article 11 (Confidentiality); Article 12 (Indemnification); Article 13.5 (Effects of Termination); Article 13.6 (Survival); and Article 14 (Dispute Resolution and Governing Law).
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ARTICLE 14 DISPUTE RESOLUTION AND GOVERNING LAW
14.1 Good Faith Negotiation
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (a “Dispute”), the Parties shall first attempt to resolve such Dispute through good faith negotiation between senior representatives of the Parties for a period of thirty (30) calendar days following written notice by one Party to the other identifying the Dispute in reasonable detail.
14.2 Arbitration
If the Parties are unable to resolve a Dispute through negotiation within the period specified in Section 14.1, such Dispute shall be finally resolved by binding arbitration administered by the Swiss Arbitration Centre in accordance with the Swiss Rules of International Arbitration then in effect. The arbitration shall be:
| (a) | conducted before a panel of three (3) arbitrators, with each side designating one arbitrator and the two party-designated arbitrators jointly designating the presiding arbitrator (or, failing agreement, the presiding arbitrator to be appointed by the Swiss Arbitration Centre); |
| (b) | seated in Basel, Switzerland; |
| (c) | conducted in the English language; and |
| (d) | governed by Swiss law as set forth in Section 14.3. |
The arbitral award shall be final and binding on the Parties and may be enforced in any court of competent jurisdiction. Each Party shall bear its own costs of arbitration unless the arbitral tribunal determines otherwise.
14.3 Governing Law
This Agreement and all Disputes arising out of or in connection with it shall be governed by and construed in accordance with Swiss law, including specifically the law of the Canton of Basel-Stadt, Switzerland, without regard to its conflict of law principles. To the extent that substantive Swiss federal law applies, the provisions of the Swiss Code of Obligations shall govern.
14.4 Injunctive Relief
Notwithstanding the foregoing, each Party shall have the right to seek interim or emergency injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending the resolution of a Dispute through arbitration. The seeking of such relief shall not constitute a waiver of any arbitration right under this Article 14.
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ARTICLE 15 MISCELLANEOUS
15.1 Entire Agreement
This Agreement (including all Exhibits hereto), together with the Pledge Agreement associated herewith (and all Exhibits thereto), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, and understandings between the Parties, including the Term Sheet. In the event of any conflict between this Agreement and any Exhibit, this Agreement shall control unless the Exhibit expressly states otherwise. In the event of any conflict between this Agreement and the Pledge Agreement, this Agreement shall control except with respect to the creation, perfection, and enforcement of the security interest, as to which the Pledge Agreement shall control.
15.2 Amendments
This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by authorized representatives of all Parties.
15.3 Waiver
No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
15.4 Severability
If any provision of this Agreement is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
15.5 Notices
All notices, demands, requests, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by internationally recognized overnight courier; (c) sent by registered or certified mail, return receipt requested, postage prepaid; or (d) sent by email (with confirmation of receipt), addressed as follows:
If to OSRH:
OSR Holdings, Inc.
Attn: Yeiseok “Jessi” Kim, COO
Email: [email protected]
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If to Vaximm:
Vaximm AG
Attn: Andreas Niethammer, CEO
Email: [email protected]
If to BCME:
BCM Europe AG
Attn: Ralf Kubli, COO
Email: [email protected]
Each Party may change its address by written notice to the other Parties.
15.6 Assignment
Neither BCME nor Licensor may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that:
| (a) | OSRH may assign its rights to receive Milestone Payments and royalty pass-through amounts to any subsidiary or affiliate without BCME’s consent; |
| (b) | Vaximm may assign its rights and obligations under this Agreement to any successor entity resulting from a merger, acquisition, or reorganization, provided that the successor expressly assumes all of Vaximm’s obligations hereunder in writing; and |
| (c) | BCME may assign its rights under this Agreement to any fund vehicle through which BCME channels capital for VXM01, provided that BCME remains primarily liable for all obligations hereunder. |
Any purported assignment in violation of this Section 15.6 shall be void.
15.7 Change of Control
In the event of a Change of Control of BCME (meaning any transaction or series of transactions resulting in a change in the ultimate beneficial ownership of a majority of BCME’s voting equity), BCME shall promptly (and in any event within fifteen (15) Business Days of such Change of Control becoming effective) notify Licensor in writing. Licensor shall have the right, exercisable within sixty (60) days of such notice, to terminate this Agreement if the acquiring entity is a direct competitor of Vaximm or OSRH in the oncology immunotherapy space.
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15.8 Related Party Transaction Acknowledgment
The Parties acknowledge that this Agreement constitutes a related-party transaction, as BCME is the controlling and largest shareholder of OSRH, which in turn is the parent company and sole shareholder of Vaximm. While the common control between and among the Parties creates potential and actual conflicts of interest, the OSRH Board of Directors has reviewed and approved this Agreement in accordance with its related-party transaction policy, and the Fairness Opinion of Avance Life Sciences AG has been obtained and considered as a condition to the binding effectiveness of the Term Sheet and this Agreement.
15.9 Counterparts; Electronic Signatures
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures (including signatures transmitted by PDF, DocuSign, or equivalent) shall be deemed original signatures for all purposes.
15.10 Language
This Agreement is executed in the English language. In the event of any translation of this Agreement into another language, the English text shall prevail.
15.11 Further Assurances
Each Party shall, upon request of any other Party, execute and deliver such further instruments and documents and take such further actions as may be reasonably required to carry out the intent and purposes of this Agreement.
15.12 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement shall create or be deemed to create any rights in any third party, except that the Fund’s limited partners may have rights as contemplated by Section 5.2 with respect to the Minimum Preferred Return.
15.13 Headings
The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.
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SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have executed this Global Exclusive License Agreement as of the Effective Date first written above.
| OSR HOLDINGS, INC. | VAXIMM AG | |||
| Signature | Signature | |||
| Name: | Yeiseok Kim | Name: | Dr. Andreas Niethammer | |
| Title: | Chief Operating Officer | Title: | Chief Executive Officer | |
| Date: | April 29, 2026 | Date: | April 29, 2026 | |
| BCM EUROPE AG | ||||
| Signature | ||||
| Name: | Ralf Kubli | |||
| Title: | Chief Operating Officer | |||
| Date: | April 29, 2026 | |||
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EXHIBIT A
MILESTONE SCHEDULE
(Reference: Article 4 — Balanced Scenario, Avance Life Sciences Fairness Analysis)
This Exhibit A sets forth the complete schedule of milestone payments payable by BCME to OSRH pursuant to Article 4 of this Agreement. All amounts are in United States Dollars. Each milestone payment is one-time, non-refundable, and non-creditable (except as expressly stated herein). Milestone payments with respect to Net Sales thresholds are payable only once per threshold level per indication, regardless of subsequent fluctuations in Net Sales.
A. CLINICAL MILESTONES
| Milestone | Triggering Event | Payment |
| GBM – End of Phase II | Completion of Phase II trial in GBM with at least a pre-defined minimum efficacy signal as agreed with the JSC | USD 5,000,000 |
| GBM – End of Phase III | Completion of Phase III trial in GBM meeting primary endpoint(s) | USD 15,000,000 |
| PDAC – End of Phase II | Completion of Phase II trial in PDAC with at least a pre-defined minimum efficacy signal as agreed with the JSC | USD 7,000,000 |
| PDAC – End of Phase III | Completion of Phase III trial in PDAC meeting primary endpoint(s) | USD 20,000,000 |
| Clinical Subtotal | USD 47,000,000 |
B. REGULATORY MILESTONES
| Milestone | Triggering Event | Payment |
| GBM – FDA Filing | Acceptance of BLA/NDA filing by FDA for GBM indication | USD 5,000,000 |
| GBM – FDA Approval | FDA grant of marketing authorization for GBM indication in USA | USD 15,000,000 |
| GBM – EMA Approval | EMA grant of marketing authorization for GBM indication (any EU5 country) | USD 10,000,000 |
| GBM – PMDA Approval | MFDS grant of marketing authorization for GBM indication in Korea | USD 5,000,000 |
| PDAC – FDA Filing | Acceptance of BLA/NDA filing by FDA for PDAC indication | USD 10,000,000 |
| PDAC – FDA Approval | FDA grant of marketing authorization for PDAC indication in USA | USD 25,000,000 |
| PDAC – EMA Approval | EMA grant of marketing authorization for PDAC indication (any EU5 country) | USD 15,000,000 |
| PDAC – PMDA Approval | MFDS grant of marketing authorization for PDAC indication in Korea | USD 8,000,000 |
| Regulatory Subtotal | USD 93,000,000 |
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C. COMMERCIAL AND NET SALES MILESTONES — GBM
| Milestone | Triggering Event | Payment |
| GBM – First Commercial Sale | First commercial sale of Licensed Product for GBM in any major market | USD 5,000,000 |
| GBM – Net Sales > $50M | Annual GBM Net Sales exceed USD 50 million in any calendar year | USD 10,000,000 |
| GBM – Net Sales > $100M | Annual GBM Net Sales exceed USD 100 million in any calendar year | USD 15,000,000 |
| GBM – Net Sales > $200M | Annual GBM Net Sales exceed USD 200 million in any calendar year | USD 35,000,000 |
| GBM – Net Sales > $250M | Annual GBM Net Sales exceed USD 250 million in any calendar year | USD 50,000,000 |
| GBM Commercial Subtotal | USD 115,000,000 |
D. COMMERCIAL AND NET SALES MILESTONES — PDAC
| Milestone | Triggering Event | Payment |
| PDAC – First Commercial Sale | First commercial sale of Licensed Product for PDAC in any major market | USD 10,000,000 |
| PDAC – Net Sales > $100M | Annual PDAC Net Sales exceed USD 100 million in any calendar year | USD 25,000,000 |
| PDAC – Net Sales > $250M | Annual PDAC Net Sales exceed USD 250 million in any calendar year | USD 50,000,000 |
| PDAC – Net Sales > $500M | Annual PDAC Net Sales exceed USD 500 million in any calendar year | USD 85,000,000 |
| PDAC – Net Sales > $750M | Annual PDAC Net Sales exceed USD 750 million in any calendar year | USD 110,000,000 |
| PDAC – Net Sales > $1.0B | Annual PDAC Net Sales exceed USD 1.0 billion in any calendar year | USD 130,000,000 |
| PDAC – Net Sales > $1.25B | Annual PDAC Net Sales exceed USD 1.25 billion in any calendar year | USD 150,000,000 |
| PDAC Commercial Subtotal | USD 560,000,000 |
E. AGGREGATE MILESTONE SUMMARY
| Category | Amount | % of Total |
| Clinical Milestones (GBM + PDAC) | USD 47,000,000 | 5.8% |
| Regulatory Milestones (GBM + PDAC) | USD 93,000,000 | 11.4% |
| Commercial Milestones — GBM | USD 115,000,000 | 14.1% |
| Commercial Milestones — PDAC | USD 560,000,000 | 68.7% |
| TOTAL MAXIMUM | USD 815,000,000 | 100.0% |
Notes: (1) All milestone payments are payable in USD. (2) Net Sales milestones are based on annual Net Sales (measured on a rolling 12-month basis commencing from First Commercial Sale). (3) Each net sales threshold milestone is payable only once, regardless of whether Net Sales subsequently fall below the applicable threshold. (4) Milestone payments shall be made within 45 days of the triggering event. (5) Milestone payments received by BCME from the Ultimate Licensee shall be applied in the calculation of the Negative Milestone Delta as described in Section 5.2.
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EXHIBIT B
LICENSED INTELLECTUAL PROPERTY
(Reference: Article 2 and Article 9)
This Exhibit B identifies the principal Licensed IP as of the Effective Date. The Parties acknowledge that additional Intellectual Property may be added to this Exhibit by mutual written agreement as the Licensed IP portfolio evolves.
A. PATENT PORTFOLIO
Vaximm actively maintains 4 patent families relating to VXM01, covering manufacturing processes, dosing, combination therapy, and tumor expression approaches. The following table sets forth all active patents and pending applications within the Licensed IP as of March 2026.
| Patent
/ Application No. |
Title / Subject Matter | Territory | Expiry | Status |
| Family 1 — Manufacturing: WO 2013/091898 | ||||
| US 9,493,738 | Method for Producing High Yield Attenuated Salmonella Strains | US | 21/12/2032 | Granted |
| EP 2,794,849 | Method for Producing High Yield Attenuated Salmonella Strains | EP (BE, CH, DE, DK, ES, FR, GB, IE, IT, NL, PL, SE) | 21/12/2032 | Granted |
| JP 6,251,179 | Method for Producing High Yield Attenuated Salmonella Strains | Japan | 21/12/2032 | Granted |
| KR 10-2015932 | Method for Producing High Yield Attenuated Salmonella Strains | Korea | 21/12/2032 | Granted |
| CN 104066834 | Method for Producing High Yield Attenuated Salmonella Strains | China | 21/12/2032 | Granted |
| AU 2012359166 | Method for Producing High Yield Attenuated Salmonella Strains | Australia | 21/12/2032 | Granted |
| CA 2,853,656 | Method for Producing High Yield Attenuated Salmonella Strains | Canada | 21/12/2032 | Granted |
| IN 313960 | Method for Producing High Yield Attenuated Salmonella Strains | India | 21/12/2032 | Granted |
| ZA 2014/04501 | Method for Producing High Yield Attenuated Salmonella Strains | South Africa | 21/12/2032 | Granted |
| Family 2 — VXM01 Dosing: WO 2014/005683 | ||||
| US 9,415,098 | DNA Vaccine for Use in Pancreatic Cancer Patients | US | 26/06/2033 | Granted |
| US 10,293,037 | DNA Vaccine for Use in Pancreatic Cancer Patients (CON) | US | 26/06/2033 | Granted |
| EP 2,869,836 | DNA Vaccine for Use in Pancreatic Cancer Patients | EP (BE, CH, DE, DK, ES, FR, GB, IE, IT, NL, PL, SE) | 26/06/2033 | Granted |
| JP 6,325,534 | DNA Vaccine for Use in Pancreatic Cancer Patients | Japan | 26/06/2033 | Granted |
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| Patent
/ Application No. |
Title / Subject Matter | Territory | Expiry | Status |
| KR 10-2090612 | DNA Vaccine for Use in Pancreatic Cancer Patients | Korea | 26/06/2033 | Granted |
| CN 104519908 | DNA Vaccine for Use in Pancreatic Cancer Patients | China | 26/06/2033 | Granted |
| AU 2013286335 | DNA Vaccine for Use in Pancreatic Cancer Patients | Australia | 26/06/2033 | Granted |
| AU 2017258877 | DNA Vaccine for Use in Pancreatic Cancer Patients (DIV) | Australia | 26/06/2033 | Granted |
| CA 2,877,938 | DNA Vaccine for Use in Pancreatic Cancer Patients | Canada | 26/06/2033 | Granted |
| IN 180/DELNP/2015 | DNA Vaccine for Use in Pancreatic Cancer Patients | India | 26/06/2033 | Granted |
| ZA 2014/09156 | DNA Vaccine for Use in Pancreatic Cancer Patients | South Africa | 26/06/2033 | Granted |
| Family 5 — VXM01 Combination Therapy: WO 2016/202459 | ||||
| US 10,905,752 | VEGFR-2 Targeting DNA Vaccine for Combination Therapy | US | 16/06/2036 | Granted |
| US 17/107,203 | VEGFR-2 Targeting DNA Vaccine for Combination Therapy (CON) | US | 16/06/2036 | Pending |
| EP 3,310,379 | VEGFR-2 Targeting DNA Vaccine for Combination Therapy | EP (BE, CH, DE, DK, ES, FR, GB, IE, IT, NL, PL, SE) | 16/06/2036 | Granted |
| EP 3,626,262 | VEGFR-2 Targeting DNA Vaccine for Combination Therapy (DIV) | EP (CH, ES, GB, IE, NO, PL + Unitary Patent) | 16/06/2036 | Granted |
| JP 2017-565248 | VEGFR-2 Targeting DNA Vaccine for Combination Therapy | Japan | 16/06/2036 | Granted |
| KR 10-2018-7001398 | VEGFR-2 Targeting DNA Vaccine for Combination Therapy | Korea | 16/06/2036 | Under Examination |
| KR 10-2025-7001040 | VEGFR-2 Targeting DNA Vaccine for Combination Therapy (DIV) | Korea | 16/06/2036 | Filed |
| CN 107995868 | VEGFR-2 Targeting DNA Vaccine for Combination Therapy | China | 16/06/2036 | Granted |
| AU 2016278588 | VEGFR-2 Targeting DNA Vaccine for Combination Therapy | Australia | 16/06/2036 | Granted |
| CA 2,989,247 | VEGFR-2 Targeting DNA Vaccine for Combination Therapy | Canada | 16/06/2036 | Granted |
| IN 467201 | VEGFR-2 Targeting DNA Vaccine for Combination Therapy | India | 16/06/2036 | Granted |
| HK 1252435 | VEGFR-2 Targeting DNA Vaccine for Combination Therapy | Hong Kong | 16/06/2036 | Granted |
| HK 40026195 | VEGFR-2 Targeting DNA Vaccine for Combination Therapy (DIV) | Hong Kong | 16/06/2036 | Granted |
| ZA 2017/08439 | VEGFR-2 Targeting DNA Vaccine for Combination Therapy | South Africa | 16/06/2036 | Granted |
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| Patent
/ Application No. |
Title / Subject Matter | Territory | Expiry | Status |
| Family 7 — VXM01 Tumor Expression: WO 2018/149982 | ||||
| US 10,980,868 | Novel VEGFR-2 Targeting Immunotherapy Approach | US | 16/02/2038 | Granted |
| EP 18 704 568.7 | Novel VEGFR-2 Targeting Immunotherapy Approach | EP | 16/02/2038 | Under Examination |
| JP 2019-544614 | Novel VEGFR-2 Targeting Immunotherapy Approach | Japan | 16/02/2038 | Granted |
| KR 10-2019-7026398 | Novel VEGFR-2 Targeting Immunotherapy Approach | Korea | 16/02/2038 | Under Examination |
| KR 10-2024-7035606 | Novel VEGFR-2 Targeting Immunotherapy Approach (DIV) | Korea | 16/02/2038 | Filed |
| CN 201880012318.8 | Novel VEGFR-2 Targeting Immunotherapy Approach | China | 16/02/2038 | Under Examination |
| AU 2018222777 | Novel VEGFR-2 Targeting Immunotherapy Approach | Australia | 16/02/2038 | Granted |
| ZA 2019/04883 | Novel VEGFR-2 Targeting Immunotherapy Approach | South Africa | 16/02/2038 | Under Examination |
B. REGULATORY FILES AND DATA PACKAGES
All regulatory files, INDs, CTAs, clinical study reports, preclinical data packages, CMC packages, and regulatory correspondence relating to VXM01 held by Vaximm as of the Effective Date, including without limitation:
| ● | GBM Phase I/II clinical study data and reports |
| ● | PDAC Phase I clinical study data and reports |
| ● | All IND filings and correspondence with FDA |
| ● | All CTA filings and correspondence with EMA and national authorities |
| ● | All preclinical pharmacology and toxicology data packages |
| ● | All CMC and manufacturing documentation |
C. KNOW-HOW
All trade secrets, know-how, and proprietary information of Vaximm relating to VXM01, including process knowledge, formulation know-how, cell line information, and clinical development expertise accumulated by Vaximm’s scientific team.
[Note: Vaximm shall provide a complete and updated schedule of its patent register and regulatory file inventory within 30 days of the Effective Date for incorporation into this Exhibit B.]
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EXHIBIT C
INITIAL DEVELOPMENT PLAN
(Reference: Article 8)
This Exhibit C sets forth the initial high-level Development Plan for VXM01. The Parties shall review and update this Plan at each quarterly JSC meeting, and any material amendments shall require the written consent of both Parties.
PHASE 1 — IMMEDIATE PRIORITIES (0–12 Months from Effective Date)
| Activity | Responsible | Timeline | Description |
| Technology Transfer | BCME / Vaximm | 0–2 months | Complete transfer of all Licensed IP, regulatory files, and know-how per Article 2.5 |
| JSC Establishment | All Parties | 0–2 months | Establish Joint Steering Committee per Section 8.4 |
| GBM Ph. 2b Continuation | BCME / Fund | 0–6 months | Fund and initiate continuation of GBM Phase 2b adaptive trial |
| PDAC Ph. 2 Design | BCME / Vaximm | 3–9 months | Finalize Phase 2 protocol and regulatory strategy for PDAC indication |
| Partnering Preparation | BCME | 3–12 months | Prepare VXM01 data package and partnering materials for potential Ultimate Licensees |
| IP Maintenance | Vaximm / BCME | Ongoing | Ensure all patent maintenance fees and prosecution activities are current |
PHASE 2 — CLINICAL ADVANCEMENT (12–36 Months from Effective Date)
| Activity | Responsible | Timeline | Description |
| GBM Ph. 2b/3 Completion | BCME / Fund | 12–30 months | Complete GBM Phase 2b and initiate/complete Phase 3 per protocol |
| PDAC Ph. 2 Execution | BCME / Fund | 12–36 months | Execute PDAC Phase 2 trial in at least 2 major territories |
| Ultimate License Partnering | BCME | 12–36 months | Approach and negotiate with at least 3 major global pharma/biotech companies |
| Regulatory Strategy | BCME / Vaximm | Ongoing | Develop and maintain global regulatory strategy for GBM and PDAC NDA/BLA pathways |
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PHASE 3 — OUT-LICENSING (36–60 Months from Effective Date)
| Activity | Responsible | Timeline | Description |
| Ultimate License Agreement Execution | BCME | 36–60 months | Execute Ultimate License Agreement with a major global pharmaceutical partner |
| Regulatory Submissions | Ultimate Licensee / BCME | Post-Phase 3 | Support NDA/BLA filing and approval in USA, EU5, Korea |
| Commercialization Support | Ultimate Licensee | Post-Approval | Commercial launch and net sales milestone achievement |
[Note: This Development Plan reflects the Parties’ current good-faith intentions. Timelines are subject to clinical results, regulatory feedback, and market conditions. The JSC shall review and update this Plan quarterly. All material changes require written amendment by all Parties.]
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EXHIBIT D
SUMMARY TERMS OF ASSET PURCHASE AGREEMENT
(Reference: Article 3)
ASSET PURCHASE AGREEMENT — SUMMARY TERMS
Date: ____________________________
To: OSR Holdings, Inc. Attn: Chief Financial Officer
From: Vaximm AG Attn: Chief Executive Officer
This Exhibit D sets forth the agreed summary terms of the Asset Purchase Agreement to be entered into between Vaximm AG (“Seller”) and OSR Holdings, Inc. (“Buyer”) pursuant to Article 3 of the Global Exclusive License Agreement dated April 29, 2026 (the “License Agreement”). The Parties acknowledge that the definitive Asset Purchase Agreement shall be negotiated in good faith and executed within thirty (30) days of the Effective Date of the License Agreement. The following terms are agreed in principle and shall be reflected in the definitive Asset Purchase Agreement:
| 1. | Transaction Structure. An outright sale, transfer, and assignment by Vaximm to OSRH of all right, title, and interest in and to the Transferred Assets (as defined in the License Agreement and identified in Exhibit B thereto), constituting the VXM01 patent family and related intellectual property. |
| 2. | Purchase Price. The gross purchase price for the Transferred Assets shall be USD 30,000,000 (the “APA Purchase Price”), payable by OSRH to Vaximm in immediately available funds in accordance with the payment schedule to be agreed in the definitive Asset Purchase Agreement. |
| 3. | Execution Deadline. The Parties shall follow up, negotiate in good faith, and execute the definitive Asset Purchase Agreement no later than thirty (30) days following the Effective Date of the License Agreement (i.e., by May 29, 2026). |
| 5. | Governing Terms. The definitive Asset Purchase Agreement shall include customary representations and warranties of title, authority, and non-encumbrance by Vaximm; customary indemnification provisions; and such other terms as are customary for transactions of this type under Swiss law. |
| 4. | Continuity of License. The exclusive license granted to BCME under the License Agreement shall remain in full force and effect and shall not be affected by the transfer of the Transferred Assets from Vaximm to OSRH. Following the closing of the Asset Purchase Agreement, OSRH shall stand in the place of Vaximm as the licensor of the Licensed IP for all purposes under the License Agreement. |
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| VAXIMM AG | ||
| By: | ||
| Name: | ||
| Title: | ||
| Date: | ||
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EXHIBIT E
FORM OF EQUITY OPTION EXERCISE NOTICE
(Reference: Section 6.3)
EQUITY OPTION EXERCISE NOTICE
Date: ____________________________
To: BCM Europe AG Attn: Chief Operating Officer
From: OSR Holdings, Inc. Attn: Chief Financial Officer
Pursuant to Section 6.3 of the Global Exclusive License Agreement dated April 29, 2026 (the “Agreement”), OSR Holdings, Inc. hereby exercises the Equity Option as follows:
1. Exercise Amount: USD ____________________________
2. Number of Shares to be Issued: ____________________________ shares of OSRH common stock (at USD 10.00 per share)
3. Proposed Closing Date: ____________________________ (being not fewer than 20 Business Days from the date hereof)
4. Delivery Instructions: Shares to be issued to:
Registered Name: ____________________________
Broker/DTC Participant No.: ____________________________
Account No.: ____________________________
5. Aggregate exercises to date (including this exercise): USD ____________________________
6. Remaining Equity Option capacity: USD ____________________________
OSR Holdings, Inc. confirms that this exercise is within the Exercise Window and within the maximum aggregate Exercise Amount of USD 15,000,000.
| OSR HOLDINGS, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| Date: | ||
[Signature page to Global Exclusive License Agreement — Exhibit E]
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Exhibit 10.2
| PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL |
PLEDGE AGREEMENT
(Security for Milestone Payment Obligations under the
Global Exclusive License Agreement for VXM01)
Among
BCM EUROPE AG
a Swiss corporation (“BCME”)
— and —
BELLEVUE CAPITAL MANAGEMENT LLC
a Washington limited liability company (“BCM”)
BELLEVUE GLOBAL LIFE SCIENCES INVESTORS LLC
a Delaware limited liability company (“BGLSI”))
(BCME, BCM, and BGLSI, collectively, the “Pledgors”)
— and —
OSR HOLDINGS, INC.
a Delaware corporation, publicly listed on NASDAQ (Ticker: OSRH) (“Pledgee”)
Signing Date: April 29, 2026 | Pledge Effective Date: February 15, 2028
Governed by the Laws of the State of New York
UCC Article 8 / Article 9 — Securities Pledge
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| PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL |
TABLE OF CONTENTS
| RECITALS | 2 |
| Article 1 DEFINITIONS | 3 |
| Article 2 PLEDGE OF COLLATERAL | 5 |
| Article 3 PERFECTION AND CONTROL | 7 |
| Article 4 REPRESENTATIONS AND WARRANTIES OF PLEDGORS | 8 |
| Article 5 COVENANTS OF PLEDGORS | 9 |
| Article 6 VOTING RIGHTS AND DIVIDENDS PRIOR TO ENFORCEMENT | 10 |
| Article 7 EVENTS OF DEFAULT | 11 |
| Article 8 REMEDIES UPON DEFAULT | 12 |
| Article 9 APPLICATION OF PROCEEDS | 14 |
| Article 10 RELEASE OF PLEDGE | 15 |
| Article 11 INDEMNIFICATION | 16 |
| Article 12 MISCELLANEOUS | 17 |
| Schedule 1 PLEDGED SHARES — DETAILS OF COLLATERAL | 20 |
| Schedule 2 FORM OF STOCK POWER / IRREVOCABLE PROXY | 21 |
| Schedule 3 NOTICE OF EXCLUSIVE CONTROL | 22 |
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| PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL |
This PLEDGE AGREEMENT (this “Agreement”) is entered into as of April 29, 2026 (the “Effective Date”), by and among:
| (1) | BCM Europe AG (“BCME”), a stock corporation (Aktiengesellschaft) organized and existing under the laws of Switzerland, with its registered office in Zug, Switzerland; |
| (2) | Bellevue Capital Management, LLC (“BCM”), a Limited Liability Company organized and existing under the laws of Washington, USA, with its registered office at 4100 194th Street SW, 390, Lynwood, WA 98036 (together with any additional affiliates listed in Schedule 1, collectively, the “BCME Affiliates”); and |
| (3) | Bellevue Global Life Sciences Investors, LLC (“BGLSI”), a Limited Liability Company organized and existing under the laws of Delaware, USA, with its registered office at 8 The Green STE R, Dover, Delaware 19901; |
(BCME, BCM, and BGLSI are referred to collectively herein as the “Pledgors” and each individually as a “Pledgor”); and
| (4) | OSR Holdings, Inc. (“OSRH” or “Pledgee”), a corporation organized and existing under the laws of the State of Delaware, United States of America, with its principal place of business at Bellevue, Washington, USA, publicly listed on the NASDAQ Capital Market under the ticker symbol “OSRH.” |
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RECITALS
| A. | Pledgee (together with its wholly-owned subsidiary Vaximm AG) and BCME have entered into a Global Exclusive License Agreement dated as of the Effective Date (the “License Agreement”), pursuant to which BCME has been granted an exclusive, worldwide license to VXM01, an oral cancer immunotherapy platform, and has assumed milestone payment obligations of up to USD 815,000,000 payable to Pledgee. |
| B. | As of the Effective Date, the Pledgors collectively hold the controlling interest in Pledgee, comprising all of the shares of OSRH common stock owned, directly or indirectly, by BCME and its affiliates (the “Pledged Shares”), as further identified in Schedule 1 hereto. |
| C. | As a condition and material inducement to Pledgee entering into the License Agreement, the Pledgors have agreed to pledge and grant a security interest in the Pledged Shares to Pledgee as collateral security for the full, prompt, and complete performance of all Secured Obligations (as defined herein), with such pledge and security interest becoming effective on the Pledge Effective Date. |
| D. | The Parties intend this Agreement to constitute a “security agreement” within the meaning of Article 9 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”), and to create a perfected, first-priority security interest in the Pledged Shares in favor of Pledgee. |
The Pledged Shares are currently subject to lock-up restrictions arising from and disclosed in: (i) the IPO registration statement on Form S-1 filed by Bellevue Life Sciences Acquisition Corp. (“BLAC”); and (ii) the registration statement on Form S-4 filed in connection with the business combination between BLAC and OSR Holdings Co., Ltd. (together, the “Lock-Up Restrictions”). The Lock-Up Restrictions shall remain in effect until February 14, 2028 (36 months following the effective date of the business combination), and, by agreement of the Parties, the Pledge Effective Date of this Agreement is February 15, 2028, the first Business Day following expiration of the Lock-Up Restrictions. Pledgee acknowledges and accepts that the pledge and security interest created herein shall not be enforceable prior to the Pledge Effective Date; the Milestone Payment Obligations of BCME under the License Agreement, however, remain in full force and effect from the Signing Date. NOW, THEREFORE, in consideration of the mutual covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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ARTICLE 1 DEFINITIONS
Capitalized terms used but not defined herein shall have the meanings given to them in the License Agreement. As used in this Agreement, the following terms shall have the meanings set forth below:
“Blocked Account” means a securities account (or sub-account) established with the Securities Intermediary and designated exclusively to hold the Pledged Shares, over which Pledgee has Control pursuant to a Control Agreement.
“Business Day” means any day other than a Saturday, Sunday, or a day on which commercial banks in New York City or Zug, Switzerland are required or authorized by law to be closed.
“Collateral” means collectively: (a) all Pledged Shares; (b) all Distributions with respect to the Pledged Shares (to the extent not released pursuant to Section 6.2); (c) all Additional Shares; and (d) all proceeds of the foregoing, in each case whether now owned or hereafter acquired and whether consisting of certificated or uncertificated securities, security entitlements, or financial assets held through a Securities Intermediary.
“Control” means has the meaning ascribed to it under UCC Section 8-106, as applicable to the Pledged Shares maintained with a Securities Intermediary.
“Control Agreement” means the account control agreement among the relevant Pledgor, the Securities Intermediary, and Pledgee, pursuant to which the Securities Intermediary agrees to comply with entitlement orders of Pledgee with respect to the Collateral without further consent of the relevant Pledgor, in form and substance satisfactory to Pledgee.
“Default Notice” means a written notice delivered by Pledgee to the Pledgors specifying an Event of Default in reasonable detail, as described in Section 8.1.
“Distributions” means all cash dividends, stock dividends, stock splits, liquidating dividends, non-cash dividends, and other distributions paid or payable with respect to the Pledged Shares.
“Additional Shares” means any additional shares of OSRH Common Stock or other securities issued to, or acquired by, any Pledgor after the Pledge Effective Date by reason of a stock split, stock dividend, recapitalization, reorganization, merger, consolidation, or similar corporate transaction with respect to the Pledged Shares, all of which shall automatically become subject to the pledge and security interest created hereunder. For the avoidance of doubt, “Additional Shares” shall not include any shares of OSRH Common Stock (or other securities of Pledgee) acquired by any Pledgor after the Signing Date through an open-market purchase, private placement, exercise of warrants or options, or any other acquisition for independent consideration contributed by such Pledgor to Pledgee (including, without limitation, any shares acquired pursuant to the Equity Option under the License Agreement); such independently acquired shares are and shall remain the unencumbered property of the acquiring Pledgor and shall not be subject to the Security Interest created hereunder unless such Pledgor expressly agrees in writing to subject them to this Agreement.
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“Enforcement Period” means the period commencing upon the delivery of a Default Notice and continuing until all Secured Obligations have been satisfied in full or the Event of Default has been cured or waived in writing by Pledgee.
“Event of Default” means has the meaning set forth in Article 7.
“License Agreement” means the Global Exclusive License Agreement for VXM01 dated as of the Effective Date among OSR Holdings, Inc., Vaximm AG, and BCME, as the same may be amended, restated, or supplemented from time to time.
“Milestone Payment Obligations” means all payment obligations of BCME under Article 4 of the License Agreement, comprising up to USD 815,000,000 in aggregate milestone payments payable to Pledgee, together with any interest on overdue amounts accruing pursuant to Section 5.6 of the License Agreement.
“OSRH Common Stock” means shares of common stock of OSR Holdings, Inc., par value USD 0.0001 per share, listed on the NASDAQ Capital Market under the ticker symbol “OSRH.”
“Pledged Shares” means all shares of OSRH Common Stock held by each Pledgor as of the Effective Date, as identified in Schedule 1 hereto, together with any Additional Shares, representing in the aggregate the entire unencumbered shareholding of BCME and its affiliates in Pledgee as of the Effective Date.
“Pledgee” means OSR Holdings, Inc., in its capacity as the secured party and beneficiary of the pledge and security interest created hereunder.
“Pledgors” means BCME and each BCME Affiliate named in the preamble and Schedule 1, in their capacities as pledgors and security providers hereunder.
“Secured Obligations” means all Milestone Payment Obligations of BCME under the License Agreement that have become due and payable as a result of the achievement of the applicable milestone triggering event, together with any interest accrued on overdue amounts pursuant to Section 5.6 of the License Agreement and all reasonable costs, expenses, and indemnification amounts payable by BCME under the License Agreement and this Agreement. For the avoidance of doubt, “Secured Obligations” shall not include milestone payments in respect of milestones that have not yet been achieved at the relevant time of determination, it being the intention of the Parties that the Security Interest serves as recourse for obligations that are crystallised and due, not as an acceleration mechanism for contingent future obligations.
“Securities Intermediary” means the broker-dealer, custodian, or other financial institution holding the Pledged Shares on behalf of any Pledgor in a securities account, as identified in Schedule 1 or as subsequently notified to Pledgee in writing.
“Security Interest” means the pledge and first-priority security interest in the Collateral granted by the Pledgors to Pledgee pursuant to Article 2.
“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York, including Article 8 (Investment Securities) and Article 9 (Secured Transactions).
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ARTICLE 2 PLEDGE OF COLLATERAL
2.1 Grant of Security Interest
As security for the full, prompt, and complete payment and performance of all Secured Obligations, each Pledgor hereby pledges, assigns, transfers, and grants to Pledgee a continuing, first-priority security interest in, and lien upon, all of such Pledgor’s right, title, and interest in and to the Collateral, whether now existing or hereafter arising.
2.2 Nature of Pledge — Static Collateral
The pledge and security interest created hereunder is a static pledge of the Pledged Shares as identified in Schedule 1 as of the Effective Date, together with any Additional Shares that automatically become subject hereto pursuant to Section 5.3. The Pledgors have no obligation to pledge additional shares of OSRH Common Stock beyond the Pledged Shares on account of any decline in the market value of the Pledged Shares relative to the aggregate amount of the Secured Obligations. The adequacy of the Collateral as security for the Secured Obligations shall not be a condition to enforcement of Pledgee’s rights hereunder.
2.3 Delivery of Pledged Shares
Within five (5) Business Days following the Effective Date, each Pledgor shall, with respect to each Securities Intermediary holding Pledged Shares on such Pledgor’s behalf:
| (a) | execute and deliver to Pledgee a duly completed Control Agreement with the relevant Securities Intermediary, in form and substance reasonably satisfactory to Pledgee; |
| (b) | cause the relevant Securities Intermediary to acknowledge the security interest of Pledgee and to agree to comply with entitlement orders of Pledgee with respect to the Pledged Shares without further consent of such Pledgor; and |
| (c) | deliver to Pledgee (i) a duly executed stock power in blank substantially in the form of Schedule 2 hereto, covering all certificated Pledged Shares (if any), and (ii) evidence reasonably satisfactory to Pledgee of the book-entry registration of the security interest in respect of uncertificated Pledged Shares. |
2.4 Acknowledgment of Related-Party Context
The Parties acknowledge that each Pledgor, as an affiliate of BCME, has a direct economic interest in the success of the License Agreement, and that the pledge of Pledged Shares by each Pledgor constitutes a voluntary grant of security made in consideration of Pledgee’s entry into the License Agreement. The security interest created hereunder shall not be construed to impair or waive any right of any Pledgor as a shareholder of OSRH, except as expressly set forth in Articles 6 and 8 hereof.
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2.5 Pledge Effective Date; Interim Period
Notwithstanding the Signing Date of this Agreement (April 29, 2026), the pledge and security interest granted hereunder shall become effective and enforceable only on and from the Pledge Effective Date (February 15, 2028), being the first Business Day following the expiration of the Lock-Up Restrictions. During the period from the Signing Date until the day immediately preceding the Pledge Effective Date (the “Interim Period”):
| (a) | no Pledgor shall be required to deliver Control Agreements, stock powers, or any other perfection documents pursuant to Section 2.3, and no UCC financing statements shall be filed by Pledgee; |
| (b) | Pledgee shall have no right to exercise any remedy under Article 8 with respect to the Pledged Shares, and no Event of Default under this Agreement shall be capable of triggering enforcement against the Pledged Shares; |
| (c) | the Lock-Up Restrictions shall remain in full force and effect and are not waived, modified, or superseded by this Agreement or any provision hereof; and |
| (d) | the Milestone Payment Obligations of BCME under the License Agreement remain fully effective and enforceable from the Signing Date, independently of the Pledge Effective Date. |
On and from the Pledge Effective Date, each Pledgor shall promptly (and in any event within ten (10) Business Days) take all actions required under Sections 2.3 and 3.3 to perfect and give full effect to the Security Interest, including delivery of Control Agreements, stock powers, and transfer of Pledged Shares to the Blocked Account(s).
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ARTICLE 3 PERFECTION AND CONTROL
3.1 UCC Filing
Pledgee is hereby authorized to file, at any time and from time to time, one or more UCC financing statements and amendments thereto in any applicable jurisdiction (including the State of New York and the jurisdiction of organization of each Pledgor) naming each Pledgor as debtor and describing the Collateral, without the further signature or consent of any Pledgor. Each Pledgor agrees to execute and deliver such additional documents, instruments, and financing statements as Pledgee may reasonably request to perfect and maintain the perfection and priority of the Security Interest.
3.2 Control Agreements
As a condition to the effectiveness and perfection of the Security Interest with respect to any Pledged Shares held through a Securities Intermediary, each applicable Pledgor shall enter into a Control Agreement with such Securities Intermediary and Pledgee as provided in Section 2.3. Pledgee shall have the right to deliver a Notice of Exclusive Control to any Securities Intermediary substantially in the form of Schedule 3 upon the occurrence and continuance of an Event of Default, upon which the Securities Intermediary shall comply exclusively with Pledgee’s entitlement orders.
3.3 Blocked Account
On and from the Pledge Effective Date, and in any event within ten (10) Business Days thereafter, each Pledgor shall cause all Pledged Shares held by it to be transferred into, or identified within, a Blocked Account maintained with the relevant Securities Intermediary over which Pledgee has Control pursuant to a Control Agreement. The Pledged Shares shall remain in the Blocked Account(s) for the duration of this Agreement unless released pursuant to Article 10.
3.4 Further Assurances
Each Pledgor shall, promptly upon request by Pledgee, execute and deliver such further instruments, documents, agreements, and financing statements, and take such further action, as Pledgee may reasonably request to: (a) perfect, maintain, protect, or enforce the Security Interest; (b) give effect to the intent and purposes of this Agreement; or (c) enable Pledgee to exercise or enforce its rights and remedies hereunder. Each Pledgor irrevocably appoints Pledgee as such Pledgor’s attorney-in-fact (with full power of substitution), for the limited purpose of executing and filing any UCC financing statements or other perfection documents that any Pledgor has failed to execute within five (5) Business Days of Pledgee’s written request.
3.5 Priority
Each Pledgor represents and covenants that the Security Interest created hereunder constitutes and shall at all times constitute a valid, perfected, first-priority security interest in the Collateral, prior and superior to all other liens, pledges, encumbrances, or claims of any person or entity. No Pledgor shall at any time grant or permit to exist any lien, pledge, encumbrance, or other security interest on the Collateral, other than the Security Interest created hereunder.
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ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PLEDGORS
Each Pledgor represents and warrants to Pledgee, as of the Effective Date and as of the date of delivery of each Control Agreement and stock power:
4.1 Organization and Authority
Such Pledgor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. Such Pledgor has full power and authority to execute, deliver, and perform this Agreement and to pledge the Pledged Shares as provided herein. This Agreement has been duly authorized by all necessary corporate or organizational action of such Pledgor.
4.2 Enforceability
This Agreement constitutes the legal, valid, and binding obligation of such Pledgor, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and to general principles of equity.
4.3 Ownership of Pledged Shares; No Encumbrances
Such Pledgor is the sole legal and beneficial owner of the Pledged Shares listed opposite its name in Schedule 1, free and clear of all liens, pledges, encumbrances, claims, options, rights of first refusal, and restrictions of any kind, other than the Security Interest created hereunder and any restrictions imposed by applicable securities laws. No Pledgor has granted, or agreed to grant, any other security interest or lien in or on the Pledged Shares or any other Collateral to any other person or entity.
4.4 No Conflicts
The execution, delivery, and performance of this Agreement and the pledge of the Pledged Shares do not and will not: (a) violate any provision of such Pledgor’s organizational documents; (b) conflict with or result in a breach of any applicable law, regulation, order, or judgment; or (c) conflict with, or constitute a default under, any material contract or agreement to which such Pledgor is a party or by which it or the Pledged Shares are bound.
4.5 Capitalization; Validity of Shares
The Pledged Shares identified in Schedule 1 are duly authorized, validly issued, fully paid, and non-assessable shares of OSRH Common Stock. No Pledgor has entered into, and the Pledged Shares are not subject to, any voting agreement, shareholder agreement, or similar arrangement that would restrict the exercise of Pledgee’s rights hereunder upon an Event of Default, except as required by applicable law.
4.6 No Litigation
There is no pending or, to such Pledgor’s knowledge, threatened action, suit, proceeding, or governmental investigation that would materially adversely affect the validity or enforceability of this Agreement or the Security Interest, or the value or transferability of the Pledged Shares.
4.7 Jurisdiction of Organization; Legal Name
The true and correct legal name, jurisdiction of organization, and principal place of business of each Pledgor are as set forth in the preamble and Schedule 1. Each Pledgor shall promptly notify Pledgee of any change in its legal name, jurisdiction of organization, or principal place of business.
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ARTICLE 5 COVENANTS OF PLEDGORS
5.1 Maintenance of Security Interest
Each Pledgor shall take all actions necessary to maintain the Security Interest as a valid, perfected, first-priority security interest in the Collateral at all times during the term of this Agreement, including executing such additional instruments and documents as Pledgee may reasonably request.
5.2 No Disposition of Collateral
No Pledgor shall, without the prior written consent of Pledgee (which may be withheld in its sole discretion during an Enforcement Period, and shall not be unreasonably withheld at any other time), directly or indirectly:
| (a) | sell, assign, transfer, exchange, or otherwise dispose of any Pledged Shares or other Collateral; |
| (b) | grant, create, or permit to exist any lien, pledge, encumbrance, or other security interest in or upon any Collateral other than the Security Interest; |
| (c) | enter into any agreement that could restrict or impair Pledgee’s rights to the Collateral under this Agreement; or |
| (d) | take any action that would result in the delisting of OSRH Common Stock from the NASDAQ Capital Market or the suspension of trading of OSRH Common Stock, to the extent within such Pledgor’s reasonable control as a shareholder. |
5.3 Additional Shares — Automatic Pledge
In the event that any Pledgor receives any Additional Shares (including by reason of a stock split, stock dividend, recapitalization, merger, or similar corporate event), such Additional Shares shall, automatically and without further action by any party, become subject to the Security Interest and shall be deemed “Pledged Shares” for all purposes of this Agreement. Each Pledgor shall promptly notify Pledgee in writing of receipt of any Additional Shares and shall take all actions required under Section 2.3 to perfect the Security Interest in such Additional Shares within ten (10) Business Days of receipt thereof.
5.4 Notice of Certain Events
Each Pledgor shall promptly (and in any event within five (5) Business Days) notify Pledgee in writing of:
| (a) | any proposed or completed transfer, sale, or other disposition of any Pledged Shares, whether or not permitted under this Agreement; |
| (b) | any lien, claim, or encumbrance asserted or threatened against any Collateral by any third party; |
| (c) | any change in the name, jurisdiction of organization, or principal place of business of such Pledgor; |
| (d) | any material change in the identity or contact details of the Securities Intermediary holding any Pledged Shares; and |
| (e) | any occurrence that such Pledgor believes constitutes, or is reasonably likely to give rise to, an Event of Default. |
5.5 Cooperation
Each Pledgor shall cooperate fully with Pledgee in connection with the perfection, maintenance, and (if applicable) enforcement of the Security Interest, including providing Pledgee with access to account statements, share registers, and other records relating to the Collateral upon reasonable written request.
5.6 Compliance with Laws
Each Pledgor shall comply with all applicable laws and regulations in connection with the holding, pledging, and (if applicable) transfer of the Pledged Shares, including all applicable U.S. federal and state securities laws and Swiss financial regulations. Each Pledgor shall not take any action with respect to the Collateral that would constitute a violation of Section 16 of the Securities Exchange Act of 1934, as amended, Regulation 13D/G thereunder, or any other applicable provision of U.S. securities law.
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ARTICLE 6 VOTING RIGHTS AND DIVIDENDS PRIOR TO ENFORCEMENT
6.1 Voting Rights Prior to Event of Default
Unless and until an Event of Default has occurred and is continuing and Pledgee has delivered a Default Notice to the Pledgors, each Pledgor shall retain all voting rights with respect to the Pledged Shares held by it and shall be entitled to exercise such rights for any purpose not inconsistent with the terms of this Agreement or the License Agreement. Each Pledgor agrees that it shall not exercise its voting rights with respect to the Pledged Shares in any manner that would: (a) materially impair the value of the Collateral; (b) constitute a breach of any Pledgor’s obligations under this Agreement or the License Agreement; or (c) authorize any action that would adversely affect the security interest or priority of Pledgee hereunder.
6.2 Dividends and Other Distributions Prior to Event of Default
Unless and until an Event of Default has occurred and is continuing, each Pledgor shall be entitled to receive and retain for its own account all cash dividends and ordinary cash distributions paid in respect of the Pledged Shares. All non-cash dividends, stock dividends, liquidating dividends, and other non-cash distributions with respect to the Pledged Shares shall be subject to the pledge hereunder and shall be delivered promptly to Pledgee (or to the Blocked Account) as additional Collateral.
6.3 Voting Rights Upon Event of Default
Upon the occurrence and during the continuance of an Event of Default and following delivery of a Default Notice, Pledgee shall have the right, but not the obligation, to exercise voting, consensual, and other shareholder powers with respect to the Pledged Shares, subject to the following qualifications and limitations:
| (a) | Treasury Share Restriction: The Parties acknowledge that, under Section 160 of the Delaware General Corporation Law (“DGCL”), a corporation may not vote shares of its own stock held as treasury shares. The Pledged Shares are registered in the names of the Pledgors and are not treasury shares of OSRH; accordingly, Pledgee’s exercise of voting rights hereunder is as proxy and attorney-in-fact of each Pledgor as the registered holder, and not as the beneficial owner or record holder of treasury shares. Pledgee shall ensure that, prior to and following any exercise of voting rights hereunder, the Pledged Shares remain registered in the name(s) of the applicable Pledgor(s) and are not transferred into OSRH’s own name in a manner that would cause them to be treated as treasury shares under the DGCL or any other applicable law. |
| (b) | Conflict of Interest Limitations: Pledgee shall not exercise voting rights with respect to the Pledged Shares on any matter as to which OSRH’s Board of Directors has determined (acting on advice of legal counsel) that doing so would: (i) constitute a conflict of interest under applicable NASDAQ Listing Rules or SEC regulations; (ii) violate any provision of the DGCL, including the prohibition on self-dealing or approval of related-party transactions without independent shareholder approval; or (iii) otherwise be impermissible under applicable law or OSRH’s then-current corporate governance policies. |
| (c) | Legal Counsel Consultation: Prior to exercising any voting rights with respect to the Pledged Shares following an Event of Default, Pledgee shall consult with its legal counsel to confirm that the proposed exercise is permissible under applicable law (including the DGCL, applicable SEC regulations, and NASDAQ Listing Rules) and is not contrary to OSRH’s fiduciary duties to its other shareholders. |
| (d) | Proxy Appointment: Each Pledgor hereby irrevocably appoints Pledgee as such Pledgor’s attorney-in-fact and proxy (with full power of substitution) for the purpose of exercising voting rights with respect to such Pledgor’s Pledged Shares, subject to the limitations in paragraphs (a) through (c) above. The proxy granted hereunder is coupled with an interest and is irrevocable for the duration of any Enforcement Period. |
6.4 Dividends and Distributions Upon Event of Default
Upon the occurrence and during the continuance of an Event of Default and following delivery of a Default Notice, all Distributions (whether cash or non-cash) with respect to the Pledged Shares shall be paid or delivered directly to Pledgee (or to the Blocked Account) and shall be held by Pledgee as additional Collateral, to be applied against the Secured Obligations in accordance with Article 9.
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ARTICLE 7 EVENTS OF DEFAULT
Each of the following events or conditions shall constitute an “Event of Default” under this Agreement:
7.1 Payment Default
BCME fails to pay any Milestone Payment when due under the License Agreement, and such failure continues for thirty (30) calendar days after the date on which such payment was due.
7.2 Material Breach of License Agreement
A material breach by BCME of any of its obligations under the License Agreement (other than a payment default addressed in Section 7.1) that, if capable of cure, has not been cured within sixty (60) calendar days following written notice from Pledgee identifying the breach in reasonable detail.
7.3 Breach of this Agreement
Any Pledgor breaches any representation, warranty, covenant, or obligation under this Agreement and, if capable of cure, such breach has not been cured within thirty (30) calendar days following written notice from Pledgee.
7.4 Insolvency
Any Pledgor or BCME: (a) files a voluntary petition in bankruptcy or is adjudicated insolvent; (b) makes a general assignment for the benefit of creditors; (c) has a receiver, administrator, liquidator, or similar officer appointed over all or a material portion of its assets; or (d) is ordered by a court of competent jurisdiction to be wound up or dissolved.
7.5 Impairment of Collateral
Any Pledgor takes any action, or fails to take any action, that results in a material impairment of the Security Interest or the value, perfection, or priority of the Security Interest in the Collateral, including any unauthorized transfer, disposition, or encumbrance of any Pledged Shares in violation of Section 5.2.
7.6 Delisting
OSRH Common Stock is delisted from the NASDAQ Capital Market (or any successor national securities exchange on which OSRH Common Stock may be listed) and is not relisted on a comparable exchange within ninety (90) calendar days of such delisting, if such delisting is caused by or materially related to any action or omission of any Pledgor in its capacity as controlling shareholder.
7.7 Termination of License Agreement for BCME Breach
The License Agreement is terminated by Pledgee (as Licensor) due to a material breach by BCME pursuant to Article 13 of the License Agreement.
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ARTICLE 8 REMEDIES UPON DEFAULT
8.1 Default Notice; Acceleration
Upon the occurrence of an Event of Default, Pledgee may, at its option, deliver a Default Notice to the Pledgors specifying the Event of Default in reasonable detail. Upon delivery of a Default Notice, all Secured Obligations shall, at Pledgee’s election, become immediately due and payable without further notice, demand, presentment, or protest, all of which are hereby waived by each Pledgor to the extent permitted by applicable law.
8.2 Remedies Upon Delivery of Default Notice
Upon delivery of a Default Notice, Pledgee shall have the right, in addition to all other rights and remedies available to it at law or in equity, to exercise any or all of the following remedies:
| (a) | Exclusive Control: Deliver a Notice of Exclusive Control to the Securities Intermediary in the form of Schedule 3, upon which the Securities Intermediary shall comply solely with Pledgee’s entitlement orders with respect to the Pledged Shares, without further consent of any Pledgor; |
| (b) | Sale: Sell, assign, or otherwise dispose of all or any portion of the Collateral at one or more public or private sales, in such manner, at such time or times, at such price or prices, and upon such other terms as Pledgee may determine in its commercially reasonable discretion, subject to compliance with applicable securities laws; |
| (c) | Registration: In connection with any sale or disposition of Pledged Shares, use commercially reasonable efforts to comply with applicable securities laws, which may include: (i) limiting buyers to those who represent and agree that they are acquiring the Pledged Shares for investment and not with a view to distribution; (ii) selling the Pledged Shares in a transaction exempt from registration under applicable securities laws; or (iii) otherwise structuring the sale in a commercially reasonable manner; |
| (d) | Voting: Exercise all voting, consensual, and other rights with respect to the Pledged Shares as described in Section 6.3; |
| (e) | Collection: Collect and receive all Distributions on the Pledged Shares as described in Section 6.4; and |
| (f) | UCC Remedies: Exercise any and all rights and remedies of a secured party under the UCC or any other applicable law. |
8.3 Commercially Reasonable Sale
Each Pledgor acknowledges and agrees that, because the Pledged Shares constitute securities of a publicly listed company, a private sale or sales of some or all of the Pledged Shares may be commercially reasonable in the circumstances, including where Pledgee determines that a public sale would be impractical or would adversely affect the trading market for OSRH Common Stock. Each Pledgor agrees that any private sale conducted in good faith and in a commercially reasonable manner shall be deemed to satisfy the requirements of the UCC. Pledgee shall give each Pledgor not fewer than ten (10) Business Days’ prior written notice of the time and place of any public sale, or the time after which a private sale or other disposition of the Pledged Shares is to be made.
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8.4 Securities Law Restrictions
Each Pledgor acknowledges that: (a) the Pledged Shares may be subject to resale restrictions under applicable U.S. federal and state securities laws (including Rule 144 under the Securities Act of 1933, as amended) due to the Pledgors’ status as affiliates of OSRH; (b) as a result, Pledgee may be required to sell the Pledged Shares in a private transaction or in compliance with applicable securities law exemptions; and (c) such restrictions may adversely affect the price obtainable for the Pledged Shares. Each Pledgor agrees that Pledgee shall not be liable for any reduction in value attributable to such restrictions, and that any sale conducted in compliance with applicable law shall be commercially reasonable for purposes of the UCC.
8.5 Cure Rights
An Event of Default under Sections 7.1 or 7.2 may be cured prior to Pledgee’s exercise of any sale or disposition remedy under Section 8.2(b), by BCME’s full payment of all overdue Milestone Payments (including any accrued interest) or full cure of the applicable breach of the License Agreement, as the case may be. Upon such cure, the Event of Default shall be deemed waived solely with respect to the cured matter, and Pledgee shall promptly restore the Pledgors’ voting and distribution rights under Article 6, provided that Pledgee’s exercise of the Notice of Exclusive Control shall remain in effect until Pledgee confirms the cure in writing.
8.6 No Waiver; Cumulative Remedies
No failure or delay by Pledgee in exercising any right, remedy, power, or privilege hereunder shall operate as a waiver thereof. All rights and remedies of Pledgee under this Agreement, the License Agreement, and applicable law are cumulative and may be exercised simultaneously or separately, and the exercise of any one remedy shall not be deemed a waiver or election excluding any other remedy.
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ARTICLE 9 APPLICATION OF PROCEEDS
9.1 Order of Application
The proceeds of any sale, collection, or other realization of Collateral following an Event of Default shall be applied by Pledgee in the following order of priority:
| First: | to the payment of all reasonable and documented costs and expenses incurred by Pledgee in connection with the enforcement of this Agreement, including reasonable attorneys’ fees, court costs, and fees of the Securities Intermediary; |
| Second: | to the payment of all Milestone Payments that have become due and payable as a result of the achievement of the applicable milestone triggering event and that remain unpaid, together with accrued interest thereon pursuant to Section 5.6 of the License Agreement, in the order in which such amounts became due; milestone payments in respect of unachieved milestones shall not be included in the application of proceeds under this Article 9; |
| Third: | to the payment of all other Secured Obligations then due and owing to Pledgee; and |
| Fourth: | the remainder, if any, to the relevant Pledgor (or as directed by a court of competent jurisdiction). |
9.2 Deficiency
If the proceeds from the disposition of Collateral are insufficient to satisfy all Secured Obligations in full, each Pledgor (solely in its capacity as pledgor with respect to its own Pledged Shares) shall remain liable to Pledgee for any deficiency to the extent that such deficiency relates to Milestone Payment Obligations that are BCME’s primary contractual obligation under the License Agreement. Nothing in this Section 9.2 shall be construed to make any Pledgor (other than BCME) personally liable for BCME’s Milestone Payment Obligations; the liability of each BCME Affiliate as pledgor is limited to the proceeds realized from the disposition of such BCME Affiliate’s own Pledged Shares.
9.3 Surplus
Any surplus proceeds remaining after the full satisfaction of all Secured Obligations and the payment of all enforcement costs shall be promptly remitted to the relevant Pledgor, pro rata based on the market value of each Pledgor’s Pledged Shares at the time of enforcement.
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ARTICLE 10 RELEASE OF PLEDGE
10.1 Automatic Release upon Full Satisfaction
Upon the full, final, and indefeasible satisfaction of all Secured Obligations (including payment in full of all Milestone Payment Obligations that have become due and payable under the License Agreement and all accrued interest thereon), the Security Interest shall be automatically and irrevocably released and discharged, and this Agreement shall terminate, without any further action by any Party.
10.2 Release Mechanics
Upon the occurrence of the release event described in Section 10.1, Pledgee shall, promptly and in any event within ten (10) Business Days:
| (a) | execute and deliver to each Pledgor a written release and termination of the Security Interest, in form and substance reasonably satisfactory to the Pledgors; |
| (b) | file (or authorize the Pledgors to file) UCC termination statements in all applicable jurisdictions; |
| (c) | terminate or cause to be terminated each Control Agreement in accordance with its terms; and |
| (d) | return to each Pledgor any stock powers, certificates, or other instruments delivered in connection with this Agreement that are no longer needed to enforce the Security Interest. |
10.3 Partial Release
Pledgee may, in its sole discretion, release any portion of the Collateral from the Security Interest at any time without impairing or releasing the Security Interest with respect to the remaining Collateral. Any partial release shall be in writing signed by Pledgee and shall specify the Collateral being released. The release of any portion of the Collateral shall not constitute a waiver of any of Pledgee’s rights with respect to the remaining Collateral.
10.4 No Release upon Termination of License Agreement for BCME Breach
For the avoidance of doubt, if the License Agreement is terminated as a result of BCME’s material breach pursuant to Article 13 of the License Agreement, the Security Interest shall not be automatically released, and Pledgee shall retain the Security Interest until all Milestone Payment Obligations that accrued prior to or in connection with such termination have been paid in full, it being understood that BCME’s obligation to make Milestone Payments for milestones achieved prior to termination shall survive such termination.
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ARTICLE 11 INDEMNIFICATION
11.1 Pledgor Indemnity
Each Pledgor shall, jointly and severally (as between BCME and the BCME Affiliates, and solely with respect to such Pledgor’s own Pledged Shares as between the BCME Affiliates inter se), indemnify, defend, and hold harmless Pledgee and its directors, officers, employees, and agents (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
| (a) | any breach by such Pledgor of any representation, warranty, covenant, or obligation under this Agreement; |
| (b) | the enforcement or attempted enforcement of the Security Interest or any remedy under this Agreement, except to the extent caused by Pledgee’s gross negligence or willful misconduct; or |
| (c) | any claim by any third party challenging the validity, priority, or enforceability of the Security Interest. |
11.2 Limitation
No Indemnified Party shall be entitled to indemnification under Section 11.1 for any claim, loss, or liability that is finally determined by a court of competent jurisdiction to have been caused by such Indemnified Party’s own gross negligence or willful misconduct.
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ARTICLE 12 MISCELLANEOUS
12.1 Governing Law
This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles; provided, however, that matters relating to the creation, attachment, perfection, and priority of the Security Interest in the Pledged Shares (as investment property and security entitlements) shall be governed by the UCC as in effect in the State of New York.
12.2 Jurisdiction and Venue
Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York, sitting in the County of New York (Manhattan), and the United States District Court for the Southern District of New York, for the purpose of any action or proceeding arising out of or relating to this Agreement. Each Party irrevocably waives any objection it may have based on improper venue or inconvenient forum with respect to any such action or proceeding brought in such courts.
12.3 WAIVER OF JURY TRIAL
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER IS MADE KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY.
12.4 Notices
All notices, demands, and other communications under this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery; (b) one (1) Business Day after deposit with an internationally recognized overnight courier; or (c) upon confirmed transmission by email with acknowledgment of receipt. Notices shall be addressed to the Parties at the addresses set forth in Schedule 1, or such other address as a Party may designate by written notice.
12.5 Entire Agreement; Integration
This Agreement (together with the Schedules hereto and the License Agreement) constitutes the entire agreement among the Parties with respect to the pledge of the Collateral and supersedes all prior agreements, understandings, representations, and negotiations among the Parties with respect to the subject matter hereof.
12.6 Amendments
This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by all Parties.
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12.7 Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall not in any way be affected or impaired.
12.8 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall constitute an original. Electronic signatures (including DocuSign or equivalent) shall be deemed originals for all purposes.
12.9 Relationship to License Agreement
This Agreement is entered into in connection with, and as a condition to, the License Agreement. In the event of any conflict between this Agreement and the License Agreement with respect to the pledge and enforcement of the Security Interest, the terms of this Agreement shall control. In all other respects, the License Agreement shall continue to govern the rights and obligations of the Parties thereunder.
12.10 Joint and Several Obligations of Pledgors
The obligations of the Pledgors under this Agreement with respect to the pledge of the Collateral and the covenants in Articles 3, 4, and 5 are joint and several obligations of BCME and the BCME Affiliates; provided, however, that (a) no BCME Affiliate shall be personally liable for the Milestone Payment Obligations of BCME under the License Agreement, and (b) each BCME Affiliate’s liability as pledgor is limited to the value of its own Pledged Shares.
12.11 No Partnership; No Agency
Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between or among the Parties. No Party shall have the authority to bind any other Party except as expressly provided herein.
12.12 Costs and Expenses
Each Party shall bear its own costs and expenses in connection with the preparation, negotiation, and execution of this Agreement. Following the occurrence of an Event of Default, all reasonable and documented costs and expenses incurred by Pledgee in connection with the enforcement of this Agreement (including reasonable attorneys’ fees) shall be borne by the Pledgors.
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SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have executed this Pledge Agreement as of the Effective Date first written above.
| BCM EUROPE AG | BELLEVUE CAPITAL MANAGEMENT LLC | |||
| Signature | Signature | |||
| Name: | Ralf Kubli | Name: | Kuk Hyoun Hwang | |
| Title: | Chief Operating Officer |
Title: | Managing Member | |
| Date: | April 29, 2026 | Date: | April 29, 2026 | |
BELLEVUE GLOBAL LIFE SCIENCES INVESTORS LLC |
OSR HOLDINGS, INC. | |||
(as Pledgee) | ||||
| Signature | Signature | |||
| Name: | Kuk Hyoun Hwang |
Name: | Gihyoun Bang | |
| Title: | Managing Director |
Title: | Chief Financial Officer | |
| Date: | April 29, 2026 | Date: | April 29, 2026 | |
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SCHEDULE 1
PLEDGED SHARES — DETAILS OF COLLATERAL
(Reference: Article 2 and Article 3)
This Schedule 1 sets forth the identity of each Pledgor and the Pledged Shares held by each Pledgor as of the Effective Date, together with Securities Intermediary and notice details. All Pledged Shares constitute OSRH Common Stock (NASDAQ: OSRH), par value USD 0.0001 per share.
| Pledgor | Jurisdiction / Entity Type | Pledged Shares (OSRH Common Stock) | Securities Intermediary |
| BCM Europe AG (“BCME”) | Zug, Switzerland (Aktiengesellschaft) | 5,518,258 shares | [Name of broker-dealer / custodian] [Account No.: ●] [DTC Participant No.: ●] |
| Bellevue Capital Management, LLC (“BCM”) | Washington, USA (Limited Liability Company) | 3,123,970 shares | [Name of broker-dealer / custodian] [Account No.: ●] [DTC Participant No.: ●] |
| Bellevue Global Life Sciences Investors, LLC (“BGLSI”) | Delaware, USA (Limited Liability Company) | 1,332,500 shares | [Name of broker-dealer / custodian] [Account No.: ●] [DTC Participant No.: ●] |
| TOTAL — All Pledgors | 9,974,728 shares total (29.77% of OSRH issued and outstanding — controlling interest) |
[Note to Parties: The specific share counts, percentage ownership figures, Securities Intermediary details, and affiliate entity information shown above as “[●]” are to be inserted prior to execution based on each Pledgor’s current holdings and custody arrangements. Legal counsel for each Pledgor should confirm accuracy of share counts against the most recent Schedule 13D/13G filing and broker records as of the Effective Date.]
Notice Details for Each Pledgor:
BCM Europe AG: Attn: Ralf Kubli, COO | [email protected]
Bellevue Capital Management, LLC: Attn: Peter Hwang | [email protected]
Bellevue Global Life Sciences Investors, LLC: Attn: Peter Hwang | [email protected]
Notice Details for Pledgee:
OSR Holdings, Inc.: Attn: Gihyoun “Chris” Bang, CFO | [email protected]
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SCHEDULE 2
FORM OF STOCK POWER / IRREVOCABLE PROXY
(Reference: Section 2.3)
STOCK POWER AND IRREVOCABLE PROXY
FOR VALUE RECEIVED, and as security for the obligations of the undersigned under the Pledge Agreement dated as of April 29, 2026 (the “Pledge Agreement”), among BCM Europe AG, Bellevue Capital Management, LLC, Bellevue Global Life Sciences Investors, LLC (collectively, the “Pledgors”), and OSR Holdings, Inc. (“OSRH” or “Pledgee”), the undersigned Pledgor hereby:
1. ASSIGNS AND TRANSFERS to OSR Holdings, Inc., as Pledgee under the Pledge Agreement, all of the shares of OSRH common stock held by the undersigned as identified in Schedule 1 to the Pledge Agreement, together with all Additional Shares (as defined in the Pledge Agreement) subsequently acquired by the undersigned, and all proceeds, distributions, and rights in respect thereof;
2. IRREVOCABLY APPOINTS OSR Holdings, Inc. (and any designee of OSR Holdings, Inc.) as the true and lawful attorney and proxy of the undersigned, with full power of substitution, to vote, consent, or otherwise act with respect to all Pledged Shares in the manner and to the extent permitted under Article 6 of the Pledge Agreement upon the occurrence of an Event of Default (as defined therein); this proxy is coupled with an interest and is irrevocable for the duration of any Enforcement Period under the Pledge Agreement;
3. AUTHORIZES AND DIRECTS [Name of Securities Intermediary] or any other custodian or Securities Intermediary holding the Pledged Shares to transfer such shares upon the written instruction of Pledgee following the occurrence of an Event of Default, without any further consent or instruction from the undersigned.
Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Pledge Agreement.
| PLEDGOR: |
| By: | ||
| Name: | ||
| Title: | ||
| Date: |
Number of Pledged Shares: ____________________________
OSRH Common Stock Certificate No(s). (if certificated): ____________________________
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SCHEDULE 3
FORM OF NOTICE OF EXCLUSIVE CONTROL
(Reference: Sections 3.2 and 8.2(a))
NOTICE OF EXCLUSIVE CONTROL
Date: ____________________________
To: [Name of Securities Intermediary]
Attn: [Compliance / Legal Department]
Re: Pledge Agreement — OSR Holdings, Inc. (NASDAQ: OSRH) — Notice of Exclusive Control
Ladies and Gentlemen:
Reference is made to the Account Control Agreement dated [●] (the “Control Agreement”), among BCM Europe AG (and/or Bellevue Capital Management, LLC and/or Bellevue Global Life Sciences Investors, LLC) (collectively, the “Pledgors”), OSR Holdings, Inc. (“Pledgee”), and [Securities Intermediary] (the “Securities Intermediary”), with respect to the following securities account(s) (the “Blocked Account(s)”):
Account Name: ____________________________
Account Number: ____________________________
Pursuant to Section [●] of the Control Agreement and Section 3.2 of the Pledge Agreement dated as of April 29, 2026, OSR Holdings, Inc. hereby notifies you that an Event of Default (as defined in the Pledge Agreement) has occurred and is continuing. Accordingly, OSR Holdings, Inc. is hereby asserting exclusive control over the Blocked Account(s) and all financial assets held therein.
You are hereby directed, effective immediately upon receipt of this Notice, to:
| (1) | comply exclusively with entitlement orders and instructions of OSR Holdings, Inc. with respect to all financial assets held in the Blocked Account(s), including without limitation all shares of OSRH Common Stock, Additional Shares, and any cash or other property held therein; |
| (2) | disregard any entitlement orders or other instructions from any Pledgor with respect to the Blocked Account(s) unless and until OSR Holdings, Inc. provides written notice to you that the Event of Default has been cured or waived; and |
| (3) | promptly confirm in writing to OSR Holdings, Inc. that you have received this Notice of Exclusive Control and are complying herewith. |
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This Notice of Exclusive Control is delivered pursuant to and in accordance with the Control Agreement and the Pledge Agreement.
| OSR HOLDINGS, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| Date: | ||
[Signature page to Pledge Agreement — Schedule 3]
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Exhibit 99.1
OSR Holdings Executes Definitive $815 Million Global License Agreement for VXM01 with BCM Europe
Largest shareholder pledges entire equity stake as collateral for milestone obligations, reinforcing alignment with public shareholders
Bellevue, WA — April 29, 2026 — OSR Holdings, Inc. (NASDAQ: OSRH) today announced that it has entered into a definitive global exclusive license agreement (the “Agreement”) with BCM Europe AG (“BCME”) for the development, commercialization, and potential sublicensing of VXM01, its Phase 3-ready oral immunotherapy targeting VEGFR-2.
The Agreement builds on the previously disclosed binding term sheet and establishes a structured framework to advance VXM01, with alignment across OSRH, its largest shareholder BCME, and public shareholders.
“This agreement establishes a clear, accountable framework for the development of VXM01,” said Peter Hwang, CEO of OSRH. “It ensures OSR Holdings shareholders participate directly in value creation, while BCME remains accountable for its financial commitments.”
Transaction Overview
| · | License: BCME receives an exclusive global license to develop, manufacture, commercialize, and sublicense VXM01 |
| · | Milestones: OSRH to receive up to $815 million in milestone payments tied to clinical, regulatory, and commercial achievements |
| · | IP Ownership: OSRH to acquire full VXM01 IP from Vaximm AG under a $30 million asset purchase agreement |
| · | Royalties: OSRH to receive 100% of downstream royalties after BCME recovers its investment and preferred return |
| · | Security: BCME and affiliates pledge 100% of their OSRH shares as collateral for milestone obligations |
| · | Governing Law: Switzerland (Canton of Basel) |
BCME is the Company’s largest shareholder. Accordingly, the Agreement constitutes a related party transaction and was approved by the Board, including independent directors, following consideration of an independent fairness opinion provided by Avance Life Sciences.
Taken together, these economics position OSRH to capture the long-term value created through VXM01’s development and commercialization.
Alignment Through Equity Pledge
Under a separate Pledge Agreement, BCME and affiliates have pledged their entire unencumbered shareholding in OSRH, representing approximately 29.7% as of the signing date, as collateral for the performance of milestone payment obligations of up to $815 million. This structure is designed to:
| · | Provide assurance of BCME’s financial commitments under the Agreement |
| · | Align the economic interests of the largest shareholder with those of public shareholders |
| · | Support milestone performance through a collateral-backed mechanism under the Pledge Agreement |
“The decision by BCME to pledge its entire stake as collateral reflects strong conviction in the clinical and commercial potential of VXM01,” said Tim Smith, Head of Investor Relations. “It aligns all shareholders around advancing this program toward commercialization and delivering meaningful new treatment options to patients.”
BCME will actively support development of VXM01 and at the same time engage leading global pharmaceutical partners to secure a sublicensing transaction. With economic returns dependent on downstream monetization and its entire OSRH stake pledged as collateral, BCME is structurally incentivized to advance VXM01 and execute a competitive partnering process focused on maximizing value for OSRH shareholders.
Additional Value Mechanism: Put Option
The Agreement also includes a put option under which OSRH may require BCME to purchase up to $15 million of OSRH common stock at a price of $10.00 per share, exercisable no earlier than six months following the effective date. This feature provides additional capital flexibility and further underscores BCME’s long-term commitment to OSRH.
About VXM01
VXM01 is a clinical-stage oral immunotherapy targeting VEGFR-2, designed to induce a targeted immune response against tumor vasculature and modulate the tumor microenvironment. The program has demonstrated encouraging clinical activity and immune activation in studies in glioblastoma and pancreatic cancer, two of the most aggressive and treatment-resistant solid tumors. VXM01 is being developed by Vaximm AG, a wholly owned subsidiary of OSR Holdings.
About BCM Europe AG
BCM Europe AG is a Switzerland-based life sciences investment entity and the largest shareholder of OSR Holdings.
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About OSR Holdings
OSR Holdings, Inc. (NASDAQ:OSRH) is a global healthcare holding company dedicated to advancing biomedical innovations in health and wellness. Through its subsidiaries, OSR Holdings engages in immuno-oncology, regenerative biologics, and medical device technologies to improve health outcomes worldwide. Learn more at www.OSR-Holdings.com.
Investor Contact
OSR Holdings,
Inc.
Investor Relations
[email protected]
Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding expected development, milestone payments, sublicensing activities, and the potential benefits of the Agreement. These statements are subject to risks and uncertainties, including clinical, regulatory, and market risks, and actual results may differ materially. OSR Holdings undertakes no obligation to update forward-looking statements except as required by law.
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