Form 8-K

8-K — OSR Holdings, Inc.

Accession: 0001213900-26-049967

Filed: 2026-04-30

Period: 2026-04-29

CIK: 0001840425

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0288465-8k_osrhold.htm (Primary)

EX-10.1 — GLOBAL EXCLUSIVE LICENSE AGREEMENT, DATED APRIL 29, 2026 (ea028846501ex10-1.htm)

EX-10.2 — PLEDGE AGREEMENT, DATED APRIL 29, 2026 (ea028846501ex10-2.htm)

EX-99.1 — PRESS RELEASE, DATED APRIL 29, 2026, TITLED "OSR HOLDINGS EXECUTES DEFINITIVE $815 MILLION GLOBAL LICENSE AGREEMENT FOR VXM01 WITH BCM EUROPE" (ea028846501ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-04-29

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2026-04-29

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 29, 2026

OSR HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-41390

84-5052822

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer

of Incorporation)

Identification No.)

10900 NE 4th Street, Suite 2300, Bellevue, WA

98004

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code (425) 635-7700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is

intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading Symbol(s)

Name

of each exchange on which registered

Common stock, par value $0.0001 per share

OSRH

The Nasdaq Stock Market LLC

Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share

OSRHW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

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.

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.

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)

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

EX-10.1 — GLOBAL EXCLUSIVE LICENSE AGREEMENT, DATED APRIL 29, 2026

EX-10.1

Filename: ea028846501ex10-1.htm · Sequence: 2

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)

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

TABLE OF CONTENTS

RECITALS

Article 1 DEFINITIONS

Article 2 GRANT OF LICENSE

Article 3 ASSET PURCHASE AGREEMENT

Article 4 MILESTONE PAYMENTS

Article 5 ROYALTIES AND PASS-THROUGH MECHANISM

Article 6 EQUITY PARTICIPATION RIGHT (PUT OPTION)

Article 7 BLOCKCHAIN-BASED ROYALTY PARTICIPATION (CONDITIONAL)

Article 8 DEVELOPMENT AND REGULATORY RESPONSIBILITIES

Article 9 INTELLECTUAL PROPERTY

Article 10 REPRESENTATIONS AND WARRANTIES

Article 11 CONFIDENTIALITY

Article 12 INDEMNIFICATION

Article 13 TERM AND TERMINATION

Article 14 DISPUTE RESOLUTION AND GOVERNING LAW

Article 15 MISCELLANEOUS

Exhibit A MILESTONE SCHEDULE

Exhibit B LICENSED INTELLECTUAL PROPERTY

Exhibit C DEVELOPMENT PLAN

Exhibit D SUMMARY TERMS OF ASSET PURCHASE AGREEMENT

Exhibit E FORM OF EQUITY OPTION EXERCISE NOTICE

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.

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.

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

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.

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

“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.

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

“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).

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

“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.

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

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

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.

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

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

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.

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

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

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

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

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

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.

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

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

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

26/06/2033

Granted

US 10,293,037

DNA Vaccine for Use in Pancreatic Cancer Patients (CON)

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

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

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

16/06/2036

Granted

US 17/107,203

VEGFR-2 Targeting DNA Vaccine for Combination Therapy (CON)

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

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

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

16/02/2038

Granted

EP 18 704 568.7

Novel VEGFR-2 Targeting Immunotherapy Approach

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.]

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

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

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

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.]

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

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.

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

VAXIMM AG

By:

Name:

Title:

Date:

GLOBAL EXCLUSIVE LICENSE AGREEMENT — VXM01 | CONFIDENTIAL

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]

EX-10.2 — PLEDGE AGREEMENT, DATED APRIL 29, 2026

EX-10.2

Filename: ea028846501ex10-2.htm · Sequence: 3

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

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

TABLE OF CONTENTS

RECITALS

Article 1 DEFINITIONS

Article 2 PLEDGE OF COLLATERAL

Article 3 PERFECTION AND CONTROL

Article 4 REPRESENTATIONS AND WARRANTIES OF PLEDGORS

Article 5 COVENANTS OF PLEDGORS

Article 6 VOTING RIGHTS AND DIVIDENDS PRIOR TO ENFORCEMENT

Article 7 EVENTS OF DEFAULT

Article 8 REMEDIES UPON DEFAULT

Article 9 APPLICATION OF PROCEEDS

Article 10 RELEASE OF PLEDGE

Article 11 INDEMNIFICATION

Article 12 MISCELLANEOUS

Schedule 1 PLEDGED SHARES — DETAILS OF COLLATERAL

Schedule 2 FORM OF STOCK POWER / IRREVOCABLE PROXY

Schedule 3 NOTICE OF EXCLUSIVE CONTROL

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.”

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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:

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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.

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

“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).

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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

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.

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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;

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).

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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.

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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.

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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;

(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;

(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.

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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.

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.

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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.

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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;

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.

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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.

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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.

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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;

(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.

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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

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.

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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.

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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.

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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

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

Name:

Kuk Hyoun Hwang

Name:

Gihyoun Bang

Title:

Managing Director

Title:

Chief Financial Officer

Date:

April 29, 2026

Date:

April 29, 2026

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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

| ralf.kubli@bellevuecm.com

Bellevue Capital Management, LLC: Attn:

Peter Hwang | peter.hwang@bellevuecm.com

Bellevue Global Life Sciences Investors,

LLC: Attn: Peter Hwang | peter.hwang@bellevuecm.com

Notice Details for Pledgee:

OSR Holdings, Inc.: Attn: Gihyoun “Chris”

Bang, CFO | chris.bang@osr-holdings.com

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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):

____________________________

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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.

PLEDGE AGREEMENT — VXM01 MILESTONE SECURITY | CONFIDENTIAL

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]

EX-99.1 — PRESS RELEASE, DATED APRIL 29, 2026, TITLED "OSR HOLDINGS EXECUTES DEFINITIVE $815 MILLION GLOBAL LICENSE AGREEMENT FOR VXM01 WITH BCM EUROPE"

EX-99.1

Filename: ea028846501ex99-1.htm · Sequence: 4

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.

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

ir@osr-holdings.com

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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