Exhibit 10.1

BINDING TERM SHEET

Global License Agreement for VXM01

Among OSR Holdings, Inc., Vaximm AG (collectively, “Licensor”) and BCM Europe AG (“Licensee”)

Date: 23 March, 2026

This Binding Term Sheet (this “Term Sheet”) supersedes and replaces in its entirety the Binding Term Sheet dated 13 January, 2025 between BCM Europe AG and Vaximm AG, and reflects the agreed updated transaction structure as described herein.

Licensor:

Licensee:

The updated structure introduces OSR Holdings, Inc. as a direct counterparty to this Term Sheet alongside Vaximm AG. Under the revised framework:

BCME’s business model is that of a financial and licensing intermediary:

Vaximm AG grants BCME:

All existing and future Vaximm intellectual property relating to VXM01 is included within the scope of the license.

OSR Holdings, Inc. shall provide Vaximm AG a development financing facility of up to $30,000,000, drawable by Vaximm as needed to support clinical development of VXM01. The facility replaces the prior structure whereby upfront payments were made directly by BCME to Vaximm. Drawdowns shall be governed by the terms of the definitive Global License Agreement and any related intercompany facility documentation.

Note on Digital Assets: Provisions for digital asset financing, contemplated in the prior term sheet, have been deferred pending further regulatory clarity applicable to public companies holding and transacting in digital assets. The Parties reserve the right to reintroduce such provisions in future amendments once the regulatory environment is sufficiently defined.

The BCME Fund shall pay up to an additional $815,000,000 in milestone payments, payable directly to OSR Holdings, Inc., upon achievement of clinical, regulatory, and commercial milestones to be detailed in the Definitive Agreement.

Milestone Design Principles:

●

The milestone schedule shall be consistent with industry-standard oncology licensing transactions, adjusted to reflect the Phase-2b-ready status of VXM01.

Licensee shall actively pursue an Ultimate Licensee (a global pharmaceutical partner) for VXM01. All downstream royalty economics received by Licensee from the Ultimate Licensee shall be treated as follows, with all amounts ultimately payable to OSR Holdings, Inc.:

Milestone payments received by Licensee from the Ultimate Licensee belong to Licensee; however, such payments shall be used solely for purposes of calculating the Negative Milestone Delta.

“Negative Milestone Delta” means:

“Minimum Preferred Return” means a preferred return accruing for the benefit of the Limited Partners of the Fund on capital deployed in connection with VXM01, at a rate not to exceed fifteen percent (15.0%) per annum, compounded annually or otherwise as agreed in the definitive documentation.

If the Negative Milestone Delta is greater than zero:

Upon full recovery of the Negative Milestone Delta (including the Minimum Preferred Return):

Following such recovery, Licensee shall retain no ongoing royalty spread or economic participation in royalties derived from VXM01.

OSR Holdings, Inc. shall retain an option to issue up to $15,000,000 of OSRH common stock to the BCME Fund at a price of $1.00 per share, exercisable at OSRH’s sole discretion no earlier than six (6) months following execution of the definitive Global License Agreement (the “Equity Option”).

The Parties acknowledge that:

The Blockchain (“TAC”)-based royalty model applies only if Vaximm elects to draw development capital from the BCM Royalty Fund.

Licensor shall contribute a negotiated percentage of its future commercial royalty revenue from VXM01 into a TAC Royalty Distribution Wallet for distribution to TAC holders.

Licensee shall:

Licensee does not assume independent regulatory or commercial obligations beyond facilitating the out-license, unless mutually agreed.

Vaximm AG shall:

OSR Holdings, Inc. shall:

Vaximm AG retains ownership of all underlying intellectual properties. Licensee receives:

Term continues until the earlier of:

Either party may terminate for:

Upon termination:

All parties provide standard representations regarding:

Upon execution of this Binding Term Sheet, Licensor grants Licensee a 120-day exclusivity period to finalize the Definitive Agreement, perform diligence, and structure milestone schedules. The Parties shall target execution of the definitive Global License Agreement by April 30, 2026.

Except for provisions expressly stated to be non-binding, this Term Sheet is binding upon the Parties, including:

Execution of the Definitive Agreement remains subject to customary conditions, including completion of Licensor’s board review and receipt of an independent third-party fairness opinion.

The Parties acknowledge that this transaction constitutes a related-party transaction, as Vaximm AG, OSR Holdings, Inc., and BCM Europe AG are affiliated entities. As a condition to the binding effectiveness of this Term Sheet, the Parties shall jointly engage an independent third-party valuation firm with recognized expertise in life-science and biopharmaceutical licensing transactions (the “Valuation Firm”) to provide a written fairness opinion (the “Fairness Opinion”).

The Fairness Opinion shall address whether the financial terms and overall consideration contemplated by this Binding Term Sheet are fair, from a financial point of view, to:

in each case, taking into account the fair market value of VXM01 and customary industry benchmarks for comparable oncology licensing transactions.

The Valuation Firm shall be engaged promptly following execution of this Binding Term Sheet, and the Parties shall cooperate in good faith to provide all information reasonably requested by the Valuation Firm.

The costs and expenses of the Valuation Firm shall be borne equally by Licensor and Licensee, unless otherwise agreed by the Parties.

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Signatures