Form 8-K

8-K — OSR Holdings, Inc.

Accession: 0001213900-26-064037

Filed: 2026-06-02

Period: 2026-05-27

CIK: 0001840425

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0293037-8k_osrhold.htm (Primary)

EX-10.1 — ASSET PURCHASE AGREEMENT, DATED MAY 27, 2026 (ea029303701ex10-1.htm)

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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):

May 27, 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.

Asset Purchase Agreement

On May 27, 2026, OSR Holdings, Inc. (the “Company”) entered

into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Vaximm AG (“Vaximm”), a clinical-stage

biopharmaceutical company organized under the laws of Switzerland. Vaximm is an indirect subsidiary of the Company, and the Asset Purchase

Agreement constitutes a related party transaction with respect to the Company.

The Asset Purchase Agreement was contemplated by, and entered into

in connection with, the Global Exclusive License Agreement, dated April 29, 2026 (the “License Agreement”), among the Company,

Vaximm and BCM Europe AG (“BCME”), pursuant to which Vaximm granted BCME an exclusive, worldwide license to develop, manufacture

and commercialize products based on VXM01, an oral DNA-based cancer immunotherapy. The License Agreement was previously described in,

and filed as an exhibit to, the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2026.

The Asset Purchase Agreement is intended to transfer outright ownership

of the underlying intellectual property from Vaximm to the Company, so that the Company becomes the direct holder of such assets and the

direct beneficiary of any future milestone and royalty payments arising therefrom.

Pursuant to the Asset Purchase Agreement:

● Vaximm agreed to sell, and the Company agreed to purchase, free and clear of all encumbrances, all of Vaximm’s right, title

and interest in and to the VXM01 intellectual property family (including the patents and patent applications, know-how, regulatory filings

and clinical data relating to VXM01) and certain related assigned contracts (collectively, the “Purchased Assets”).

● The aggregate purchase price for the Purchased Assets is $30,000,000 (the “Purchase Price”), reflecting the fair market

value of the Purchased Assets.

● The Purchase Price becomes due and payable in full on the date on which the first milestone payment is triggered under the License

Agreement (the “Full Payment Due Date”), which is the completion of a Phase 2 clinical study of VXM01 in either glioblastoma

(GBM) or pancreatic ductal adenocarcinoma (PDAC). The Company may, in its sole discretion, make one or more voluntary partial payments

prior to that date, each of which reduces the outstanding balance of the Purchase Price on a dollar-for-dollar basis.

● The closing of the transaction will occur upon full payment of the first milestone payment, subject to the satisfaction or waiver

of customary closing conditions, including the delivery of an intellectual property assignment and related transfer instruments.

● A payment default arises solely if the Company fails to pay the outstanding balance of the Purchase Price on the Full Payment Due

Date; no failure to make a voluntary partial payment constitutes a default. Any payment default is subject to a good faith resolution

procedure between the parties before the seller may pursue other remedies, and no payment default affects the validity of the transfer

of the Purchased Assets to the Company.

● The Asset Purchase Agreement may be terminated by either party if the closing has not occurred by December 31, 2027, subject to customary

exceptions.

The Asset Purchase Agreement also contains customary provisions relating

to representations and warranties, covenants, intellectual property registration and maintenance, indemnification, confidentiality, and

dispute resolution, and is governed by the laws of Switzerland.

The foregoing description of the Asset Purchase Agreement does not

purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which is filed

as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.

Description

10.1

Asset Purchase Agreement, dated May 27, 2026

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: June 2, 2026

OSR HOLDINGS, INC.

By:

/s/ Kuk Hyoun Hwang

Name:

Kuk Hyoun Hwang

Title:

Chief Executive Officer

EX-10.1 — ASSET PURCHASE AGREEMENT, DATED MAY 27, 2026

EX-10.1

Filename: ea029303701ex10-1.htm · Sequence: 2

Exhibit 10.1

ASSET PURCHASE

AGREEMENT

by and between

VAXIMM AG

(as Seller) and

OSR HOLDINGS, INC.

(as Buyer)

Dated: May

27, 2026

This ASSET PURCHASE

AGREEMENT (this “Agreement”), dated as of May 27, 2026 (the “Effective Date”), is entered into by

and between:

(1) VAXIMM AG, a company incorporated under the laws of Switzerland, having its registered office at

Hochbergerstrasse 60c, 4057 Basel, Switzerland (“Seller”); and

(2) OSR HOLDINGS, INC., a company incorporated under the laws of the State of Delaware, United States

of America, having its principal office at 10900 NE 4th Street, Suite 2300, Bellevue, WA 98004, U.S.A. (“Buyer”).

The Seller and

the Buyer are hereinafter referred to collectively as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, the Seller

is a Swiss clinical-stage biopharmaceutical company that has developed certain proprietary immunotherapy technology, including intellectual

property relating to VXM01 (anti-VEGFR2 oral T-cell vaccine) and related pipeline assets;

WHEREAS, the Buyer

is the parent of OSR Holdings Co., Ltd. (“OSRK”), a wholly-owning parent of the Seller, and therefore the Seller is

an affiliate of the Buyer by virtue of the Buyer’s controlling ownership interest in OSRK, the 100% shareholder of the Seller;

WHEREAS, the Parties

have entered into a Global Exclusive License Agreement dated April 29, 2026 (the “License Agreement”) pursuant to which the

Seller has granted to Buyer’s affiliate, BCM Europe AG (“BCME”), an exclusive global license to develop, manufacture,

and commercialize products based on the Purchased Assets (as defined herein);

WHEREAS, the Parties

intend for the Buyer to acquire outright ownership of the Purchased Assets from the Seller, such that the Buyer shall become the direct

holder of the Purchased Assets and the direct beneficiary of any future milestone and royalty payments arising therefrom, thereby avoiding

potential transfer pricing and tax complications in Switzerland that would otherwise arise if such economic benefits remained with the

Seller;

WHEREAS, in light

of the affiliated nature of the Parties and the underlying purpose of this transaction as a restructuring of intra-group IP ownership

to avoid transfer pricing complications that would arise in Switzerland only upon the Buyer’s actual receipt of revenues derived

from the Purchased Assets, the Parties agree that the full Purchase Price shall be due and payable upon the occurrence of the First Milestone

Payment Trigger under the License Agreement, with the Buyer having the right (but not the obligation) to make voluntary Partial Payments

prior to such date;

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:

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 License Agreement.

“Affiliate”

means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control

with such Person. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct

or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

“Assigned

Contracts” means all agreements, contracts, and arrangements listed in Schedule 2 to which the Seller is a party and which relate

exclusively or primarily to the Purchased Assets, including without limitation sponsored research agreements, material transfer agreements,

clinical trial agreements, and collaboration agreements to the extent transferable.

“Business

Day” means any day other than a Saturday, Sunday, or public holiday in Switzerland or the United States on which commercial banks

in Basel, Switzerland, and Bellevue, Washington, U.S.A., are open for ordinary banking business.

“Closing”

has the meaning set forth in Section 3.1.

“Closing

Date” has the meaning set forth in Section 3.1.

“Default

Notice” has the meaning set forth in Section 5.3.

“Encumbrance”

means any mortgage, charge, pledge, lien, option, right of pre-emption, assignment by way of security, retention of title, trust arrangement,

or other security interest or encumbrance of any nature whatsoever, or any agreement to create any of the same.

“First

Milestone Payment Trigger” means the event giving rise to the first milestone payment obligation under the License Agreement,

being the completion of a Phase 2 clinical study of VXM01 in either glioblastoma (GBM) or pancreatic ductal adenocarcinoma (PDAC), as

more particularly described in the License Agreement.

“Governmental

Authority” means any national, federal, state, provincial, cantonal, municipal, or local government, governmental authority,

regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator,

or arbitral body.

“Full

Payment Due Date” means the date on which the First Milestone Payment Trigger occurs (or, if such date is not a Business Day,

the next succeeding Business Day), on which date the full outstanding balance of the Purchase Price (i.e., the full USD 30,000,000 less

the aggregate of all Partial Payments previously received by the Seller) shall become due and payable in accordance with Section 5.2.

“Intellectual

Property Rights” means all intellectual property rights anywhere in the world, whether registered or unregistered, including:

(a) patents, utility models, and rights in inventions; (b) trademarks, service marks, trade names, business names, and domain names; (c)

copyright and related rights; (d) rights in designs; (e) rights in know-how, trade secrets, and confidential information; and (f) all

applications for and rights to apply for any of the foregoing, together with all rights to sue for past infringement thereof.

“Know-How”

means all technical information, data, results, processes, methods, protocols, formulations, and other proprietary information that is

owned by or licensed to the Seller and relates to the VXM01 IP Family, to the extent not published or in the public domain as of the Effective

Date.

“License

Agreement” has the meaning ascribed thereto in the Recitals.

“Payment

Default” has the meaning set forth in Section 5.3.

“Partial

Payment” means any voluntary payment made by the Buyer to the Seller on account of the Purchase Price at any time prior to the

Full Payment Due Date, in accordance with Section 5.2. All Partial Payments shall be tallied and accumulated, and shall reduce the outstanding

balance of the Purchase Price accordingly.

“Person”

means any natural person, corporation, company, partnership, limited liability company, joint venture, trust, estate, association, Governmental

Authority, or other entity.

“Purchase

Price” has the meaning set forth in Section 5.1.

“Purchased

Assets” means, collectively, all right, title, and interest of the Seller in and to the VXM01 IP Family and the Assigned Contracts,

as more particularly described in Schedule 1 and Schedule 2, respectively.

“Regulatory

Approvals” means all approvals, permits, registrations, authorizations, and clearances issued by any Governmental Authority required

for the development, manufacture, or commercialization of VXM01 or any product based thereon, including investigational new drug applications,

clinical trial authorizations, and marketing authorizations.

“VXM01

IP Family” means all Intellectual Property Rights owned by the Seller or in which the Seller has a licensable interest that relate

to VXM01 (anti-VEGFR-2 oral T-cell vaccine) and its development, including, without limitation: (a) the patents and patent applications

listed in Schedule 1; (b) all continuation, divisional, continuation-in-part, reissue, reexamination, and extension applications claiming

priority thereto; (c) all Know-How; (d) all regulatory filings, Regulatory Approvals, and clinical data; (e) all laboratory notebooks,

research materials, and biological materials; and (f) all goodwill associated with any of the foregoing.

2. SALE AND PURCHASE OF ASSETS

2.1 Sale and Purchase

Subject to the

terms and conditions of this Agreement, at the Closing, the Seller hereby agrees to sell, transfer, convey, assign, and deliver to the

Buyer, and the Buyer hereby agrees to purchase and accept from the Seller, free and clear of all Encumbrances, all of the Seller’s right,

title, and interest in and to the Purchased Assets.

2.2 Excluded Assets

For the avoidance

of doubt, the Purchased Assets shall not include: (a) any cash or cash equivalents of the Seller; (b) accounts receivable of the Seller

arising prior to the Closing Date; (c) any corporate books, records, or organizational documents of the Seller; (d) any assets of the

Seller unrelated to the VXM01 IP Family; or (e) any contracts or agreements that relate to the Seller’s business generally and are not

exclusively related to the Purchased Assets.

2.3 Assumed Obligations

Effective upon

the Closing, the Buyer shall assume and agrees to pay, perform, discharge, and be solely responsible for all obligations and liabilities

arising under the Assigned Contracts from and after the Closing Date. Other than as set forth in this Section 2.3, the Buyer shall not

assume and shall not be liable for any liabilities or obligations of the Seller of any kind or nature.

2.4 Consents and Approvals

To the extent

that the assignment of any Assigned Contract requires the consent of a third party and such consent has not been obtained prior to the

Closing, this Agreement shall not constitute or be deemed to constitute an assignment or an attempted assignment thereof until such consent

is obtained. The Seller shall use commercially reasonable efforts to obtain all such consents prior to or as soon as practicable after

the Closing.

3. CLOSING

3.1 Closing Date

The closing of

the transactions contemplated by this Agreement (the “Closing”) shall take place remotely via the exchange of electronic documents

on the date of a full payment of the First Milestone Payment, or such other date as the Parties may agree in writing (the “Closing

Date”).

3.2 Seller’s Closing Deliverables

At the Closing,

the Seller shall deliver or cause to be delivered to the Buyer each of the following:

(a) an intellectual property assignment agreement in a form mutually agreed by the Parties, duly executed

by the Seller, assigning to the Buyer all rights in the VXM01 IP Family (the “IP Assignment”);

(b) an assignment and assumption agreement in respect of the Assigned Contracts, in a form mutually agreed

by the Parties, duly executed by the Seller;

by the Seller;

(d) copies of all consents, approvals, waivers, and authorizations required in connection with the Closing;

(e) a complete and accurate copy of all Know-How in the Seller’s possession or control; and

(f) such other instruments of transfer, assignment, assumption, and conveyance as the Buyer may reasonably

request.

3.3 Buyer’s Closing Deliverables

At the Closing, the Buyer shall

deliver or cause to be delivered to the Seller each of the following:

(a) the assignment and assumption agreement referred to in Section 3.2(b), duly executed by the Buyer;

(b) a written acknowledgment of receipt of the Purchased Assets; and

thereof in accordance with Section 5.

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of the Seller

The Seller represents

and warrants to the Buyer as of the Effective Date and the Closing Date as follows:

(a) Organization and Qualification. The Seller is a company duly incorporated, validly existing, and in good

standing under the laws of Switzerland, with full corporate power and authority to conduct its business as currently conducted.

(b) Authorization. The execution, delivery, and performance of this Agreement by the Seller have been duly

authorized by all necessary corporate action. This Agreement constitutes a legal, valid, and binding obligation of the Seller, enforceable

against it in accordance with its terms.

to the Buyer, free and clear of all Encumbrances. Upon the Closing, the Buyer will acquire good and valid title to the Purchased Assets,

free and clear of all Encumbrances.

(d) Intellectual Property. To the Seller’s knowledge, the VXM01 IP Family is valid and subsisting. The Seller

has not received any written notice of any claim that any of the patents included in the VXM01 IP Family is invalid or unenforceable or

that the development or commercialization of VXM01 infringes the intellectual property rights of any third party.

(e) No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated

hereby will not: (i) conflict with or violate the organizational documents of the Seller; (ii) conflict with or violate any law or regulation

applicable to the Seller; or (iii) result in any breach or violation of any material agreement to which the Seller is a party.

(f) No Litigation. There is no pending or, to the Seller’s knowledge, threatened action, suit, proceeding,

or investigation before any court or Governmental Authority that would materially and adversely affect the Purchased Assets or the ability

of the Seller to consummate the transactions contemplated by this Agreement.

4.2 Representations and Warranties of the Buyer

The Buyer represents

and warrants to the Seller as of the Effective Date and the Closing Date as follows:

(a) Organization. The Buyer is a company duly incorporated, validly existing, and in good standing under the

laws of the State of Delaware, United States of America.

(b) Authorization. The execution, delivery, and performance of this Agreement by the Buyer have been duly

authorized by all necessary corporate action. This Agreement constitutes a legal, valid, and binding obligation of the Buyer, enforceable

against it in accordance with its terms.

to pay the full outstanding balance of the Purchase Price when due, or the ability to obtain such resources through its parent company

or other affiliated entities.

(d) No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated

hereby will not conflict with any obligation of the Buyer.

5. PURCHASE PRICE AND PAYMENT

5.1 Purchase Price

The aggregate

consideration payable by the Buyer to the Seller for the Purchased Assets shall be thirty million United States dollars (USD 30,000,000)

(the “Purchase Price”), payable in full on the Full Payment Due Date as set forth in Section 5.2, subject to reduction by

any Partial Payments made prior thereto. The Parties acknowledge and agree that the Purchase Price reflects the fair market value of the

Purchased Assets as determined by the Parties through arm’s length negotiation, consistent with transfer pricing principles applicable

under Swiss law.

5.2 Payment; Partial Payments

(a) Full Payment on Full Payment Due Date. The full outstanding balance of the Purchase Price (i.e., USD 30,000,000

less the aggregate amount of all Partial Payments, if any, previously received by the Seller) shall be due and payable in full on the

Full Payment Due Date. The Parties acknowledge that the Swiss transfer pricing considerations underlying this Agreement are triggered

only upon the Buyer’s actual receipt of revenues derived from the Purchased Assets, and accordingly there is no commercial or regulatory

necessity to require payment prior to the Full Payment Due Date.

(b) Partial Payments. Notwithstanding Section 5.2(a), the Buyer may, at its sole discretion, make one or more

Partial Payments to the Seller at any time prior to the Full Payment Due Date. Each Partial Payment shall be made by wire transfer of

immediately available funds to the bank account designated in Schedule 3. All Partial Payments shall be tallied and accumulated, shall

be nonrefundable, and shall reduce, on a dollar-for-dollar basis, the outstanding balance of the Purchase Price remaining due on the Full

Payment Due Date. The Seller shall provide the Buyer with a written acknowledgment of each Partial Payment received within five (5) Business

Days of receipt, together with a statement of the then-outstanding balance of the Purchase Price.

upon becoming aware that the First Milestone Payment Trigger has occurred or is reasonably anticipated to occur within sixty (60) days,

so that the Buyer has adequate advance notice to prepare for the Full Payment. Any payment due on the Full Payment Due Date shall be made

by wire transfer of immediately available funds to the bank account designated in Schedule 3.

5.3 Payment Default; Good Faith Resolution

(a) A “Payment Default” shall occur solely and exclusively

if the Buyer fails to pay the full outstanding balance of the Purchase Price (i.e., USD 30,000,000 less the aggregate of all Partial

Payments previously received by the Seller) on the Full Payment Due Date. For the avoidance of doubt, no failure or delay by the Buyer

in making any Partial Payment prior to the Full Payment Due Date shall constitute a Payment Default or give rise to any remedy or claim

by the Seller hereunder, it being the Parties’ express intention that the Buyer’s only mandatory payment obligation is the

payment of the full outstanding balance on the Full Payment Due Date. Upon the occurrence of a Payment Default, the Seller may deliver

written notice to the Buyer specifying the amount outstanding (a “Default Notice”).

(b) The Parties acknowledge the affiliated relationship between the Seller and the Buyer and the underlying

purpose of this Agreement as an intra-group restructuring of IP ownership to avoid transfer pricing complications in Switzerland. In recognition

thereof, the Parties agree that any Payment Default shall be addressed through the following good faith resolution procedure:

(i) within thirty (30) days of the Seller’s delivery of a

Default Notice, the authorized senior representatives of both Parties shall meet (in person or by video conference) to discuss the Payment

Default in good faith and to explore options for resolving the outstanding balance;

(ii)

the Parties shall use commercially reasonable

efforts to negotiate and agree, within sixty (60) days of the Default Notice (the “Resolution Period”), a mutually acceptable

written amendment to the payment terms of this Agreement, which may include, without limitation, an extension of the Full Payment Due

Date, a revised payment schedule, or such other modifications as the Parties deem appropriate in the circumstances, taking into account

their respective commercial interests and the ongoing parent-subsidiary relationship; and

(iii) any agreed resolution shall be documented in a written amendment

to this Agreement executed by duly authorized representatives of both Parties.

the Seller may, in its sole discretion, pursue any remedy available to it at law or in equity; provided, however, that: (i) the Seller

shall not seek to unwind the transfer of the Purchased Assets to the Buyer or take any action that would defeat the tax and transfer pricing

objectives underlying this Agreement without first obtaining an independent legal opinion confirming that such unwinding would not itself

create adverse tax or regulatory consequences for either Party; and (ii) the Parties shall, at the Seller’s election, submit any

unresolved dispute to binding arbitration in accordance with Section 11.

(d) For the avoidance of doubt, in no event shall any Payment Default (whether or not cured) affect the validity

of the transfer of the Purchased Assets to the Buyer or the Buyer’s ownership rights therein upon Closing.

5.4 Taxes

Each Party shall

be responsible for any taxes imposed on it by applicable law as a result of this transaction. The Parties shall cooperate in good faith

to structure the transaction in a manner that minimizes any adverse tax consequences to either Party, and shall use commercially reasonable

efforts to obtain any available exemptions from withholding or similar taxes. The Buyer shall be responsible for any stamp duty, transfer

tax, or registration fees arising from the transfer of the Purchased Assets to the Buyer.

6. INTELLECTUAL PROPERTY REGISTRATION AND MAINTENANCE

6.1 Recordal of Assignment

As soon as practicable

following the Closing, the Buyer (or its designated agent) shall, at the Buyer’s expense, take all steps necessary to record the assignment

of the VXM01 IP Family from the Seller to the Buyer with the relevant patent offices and intellectual property registries worldwide, including

but not limited to the European Patent Office, the United States Patent and Trademark Office, and each national patent office in which

any patent or patent application included in the VXM01 IP Family is pending or registered.

6.2 Maintenance Obligations

From and after

the Closing Date, the Buyer shall be solely responsible for the prosecution, maintenance, and enforcement of all Intellectual Property

Rights included in the VXM01 IP Family at the Buyer’s sole cost and expense. The Seller shall provide reasonable assistance to the Buyer

in connection with any such activities, including the execution of any additional instruments or documents, at the Buyer’s reasonable

request and cost.

6.3 Pre-Closing Maintenance

Prior to the Closing

Date, the Seller shall maintain the Purchased Assets in good standing and shall not abandon, disclaim, or allow to lapse any patent, patent

application, or registration included in the VXM01 IP Family without the prior written consent of the Buyer.

7. COVENANTS

7.1 Pre-Closing Covenants of Seller

During the period

from the Effective Date until the Closing Date, the Seller covenants that it shall: (a) not sell, transfer, assign, license (other than

pursuant to the License Agreement), pledge, or otherwise dispose of or Encumber any of the Purchased Assets; (b) not amend or modify the

License Agreement in any way that would materially adversely affect the Purchased Assets; (c) promptly notify the Buyer of any event or

circumstance that would or could reasonably be expected to materially and adversely affect the Purchased Assets; and (d) use commercially

reasonable efforts to preserve the goodwill and business relationships associated with the Purchased Assets.

7.2 Further Assurances

Each Party agrees

to execute and deliver, at the reasonable request and expense of the requesting Party, such additional instruments, documents, and agreements,

and to take such other actions as may be reasonably required to carry out the intent of this Agreement and consummate the transactions

contemplated hereby.

7.3 Confidentiality

Each Party agrees

to keep confidential the terms and conditions of this Agreement (other than the existence of the transaction). Notwithstanding the foregoing,

either Party may disclose the terms of this Agreement: (a) to its professional advisors, auditors, and financiers who are bound by confidentiality

obligations no less restrictive than those set out herein; (b) as required by applicable law or regulation or by the rules of any stock

exchange on which such Party’s securities are listed; or (c) with the prior written consent of the other Party.

7.4 Cooperation on Tax Matters

The Parties shall

cooperate in good faith with respect to any inquiry, audit, or proceeding by any Governmental Authority relating to the tax treatment

of the transactions contemplated by this Agreement, including any Swiss Federal Tax Administration inquiry relating to transfer pricing.

Each Party shall promptly notify the other of any such inquiry or proceeding and shall not settle or compromise any such matter without

the other Party’s prior written consent (not to be unreasonably withheld, conditioned, or delayed).

8. INDEMNIFICATION

8.1 Indemnification by the Seller

The Seller shall

indemnify, defend, and hold harmless the Buyer and its directors, officers, employees, agents, and successors from and against any and

all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or resulting from: (a) any breach

of any representation, warranty, or covenant of the Seller contained in this Agreement; (b) any liability of the Seller relating to the

Purchased Assets arising from events or circumstances occurring prior to the Closing Date; or (c) any failure by the Seller to perform

its obligations under this Agreement.

8.2 Indemnification by the Buyer

The Buyer shall

indemnify, defend, and hold harmless the Seller and its directors, officers, employees, agents, and successors from and against any and

all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or resulting from: (a) any breach

of any representation, warranty, or covenant of the Buyer contained in this Agreement; (b) any liability of the Buyer relating to the

Purchased Assets arising from events or circumstances occurring on or after the Closing Date; or (c) any failure by the Buyer to perform

the Assumed Obligations.

8.3 Indemnification Procedure

The Party seeking

indemnification (the “Indemnified Party”) shall promptly notify the indemnifying party (the “Indemnifying Party”)

in writing of any claim for which indemnification is sought. The Indemnifying Party shall have the right to assume control of the defense

of any such claim with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall cooperate in good faith in

the defense of any such claim and shall not settle any such claim without the prior written consent of the Indemnifying Party.

8.4 Limitations

Notwithstanding

anything to the contrary in this Agreement: (a) neither Party’s aggregate liability under this Section 8 shall exceed the Purchase Price;

and (b) neither Party shall be liable for any indirect, consequential, special, punitive, or exemplary damages, regardless of the form

of action; provided that these limitations shall not apply in the case of fraud or willful misconduct.

9. CONDITIONS TO CLOSING

9.1 Conditions to Each Party’s Obligations

The respective

obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by both

Parties of the following conditions: (a) no Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any law,

rule, regulation, order, or injunction that prohibits or makes illegal the consummation of the transactions contemplated by this Agreement;

and (b) no action, suit, or proceeding shall be pending before any Governmental Authority seeking to enjoin or restrain the consummation

of the transactions contemplated hereby.

9.2 Conditions to Buyer’s Obligations

The obligation

of the Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver by the Buyer of the

following additional conditions: (a) the representations and warranties of the Seller set forth in Section 4.1 shall be true and correct

in all material respects as of the Closing Date; (b) the Seller shall have performed and complied in all material respects with each of

its obligations and covenants required to be performed or complied with by it under this Agreement prior to or at the Closing; and (c)

the Seller shall have delivered all items required under Section 3.2.

9.3 Conditions to Seller’s Obligations

The obligation

of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver by the Seller of

the following additional conditions: (a) the representations and warranties of the Buyer set forth in Section 4.2 shall be true and correct

in all material respects as of the Closing Date; (b) the Buyer shall have performed and complied in all material respects with each of

its obligations and covenants required to be performed or complied with by it under this Agreement prior to or at the Closing; and (c)

the Buyer shall have delivered all items required under Section 3.3.

10. TERMINATION

10.1 Termination Prior to Closing

This Agreement

may be terminated prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Party, if the Closing has not occurred

by December 31, 2027 (the “Termination Date”), provided that the right to terminate shall not be available to a Party whose

breach of this Agreement has caused or materially contributed to the failure to close; or (c) by either Party, if any Governmental Authority

has issued a final, non-appealable order permanently enjoining or prohibiting the consummation of the transactions contemplated by this

Agreement.

10.2 Effect of Termination

In the event of

the termination of this Agreement pursuant to Section 10.1, this Agreement shall become null and void and of no further force or effect;

provided that: (a) the obligations of confidentiality in Section 7.3 and the general provisions in Section 11 shall survive any termination;

and (b) no termination shall relieve any Party of any liability for any breach of this Agreement occurring prior to such termination.

11. GENERAL PROVISIONS

11.1 Governing Law

This Agreement

shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflicts of law provisions.

11.2 Dispute Resolution

Any dispute, controversy,

or claim arising out of or in relation to this Agreement, including the validity, invalidity, breach, or termination thereof, shall be

first submitted to senior management of both Parties for good faith negotiation for a period of thirty (30) days. If the dispute cannot

be resolved by negotiation, it shall be finally resolved by arbitration in accordance with the Swiss Rules of International Arbitration

of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The

number of arbitrators shall be three (3). The seat of arbitration shall be Zurich, Switzerland. The arbitral proceedings shall be conducted

in the English language.

11.3 Notices

All notices, requests,

demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given:

(a) when delivered personally; (b) one (1) Business Day after being sent by internationally recognized overnight courier service; or (c)

upon receipt of electronic confirmation when sent by email (with a copy sent by overnight courier), to the addresses set forth below or

to such other address as a Party may designate by notice:

If to the Seller:

VAXIMM AG

Hochbergerstrasse

60c, 4057 Basel, Switzerland

Attention: Andreas

Niethammer, CEO

Email: andreas.niethammer@vaximm.com

If to the Buyer:

OSR HOLDINGS,

INC.

Attention: Yeiseok

Kim, COO

Email: jessi.kim@osr-holdings.com

11.4 Entire Agreement; Amendments

This Agreement,

together with the Schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and

supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or

oral, with respect thereto. No amendment, modification, or supplement to this Agreement shall be binding unless made in writing and duly

executed by authorized representatives of both Parties.

11.5 Relationship with License Agreement

This Agreement

is complementary to, and shall be read in conjunction with, the License Agreement. In the event of any conflict or inconsistency between

this Agreement and the License Agreement with respect to the subject matter of this Agreement, the terms of this Agreement shall prevail.

The Purchase Price obligations set forth herein are independent from, and in addition to, any obligations arising under the License Agreement.

11.6 Waiver

No failure or

delay by either Party in exercising any right, power, or remedy shall operate as a waiver thereof, nor shall any single or partial exercise

of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

11.7 Severability

If any provision

of this Agreement is or becomes invalid, illegal, or unenforceable in any respect under applicable law, the validity, legality, and enforceability

of the remaining provisions shall not in any way be affected or impaired thereby, and the Parties shall negotiate in good faith to modify

this Agreement so as to give effect to the original intent of the Parties to the greatest extent possible.

11.8 Assignment

Neither Party

may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent

shall not be unreasonably withheld or delayed; provided, however, that either Party may, without such consent, assign this Agreement to

any Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets to which this Agreement relates.

11.9 Counterparts

This Agreement

may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one

and the same instrument. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.

11.10 Language

This Agreement

is made in the English language. In the event of any conflict between an English version and any translation of this Agreement, the English

version shall prevail.

11.11 No Third Party Beneficiaries

This Agreement

is for the sole benefit of the Parties hereto and their respective permitted successors and assigns. Nothing in this Agreement shall create

or be deemed to create any rights in any Person not a party to this Agreement.

SIGNATURE PAGE

IN WITNESS WHEREOF,

the Parties have caused this Agreement to be executed by their respective duly authorized representatives as of the date first written

above.

VAXIMM AG

OSR HOLDINGS, INC.

(“Seller”)

(“Buyer”)

/s/ Andreas Niethammer

/s/ Yeiseok Kim

Signature

Name:

Andreas Niethammer

Name:

Yeiseok Kim

Title:

Chief Executive Officer

Title:

Chief Operating Officer

Date:

May 27, 2026

Date:

May 27, 2026

SCHEDULE 1

VXM01 IP FAMILY

— PATENT SCHEDULE

The following patents

and patent applications, together with all continuations, divisionals, continuationsin-part, reissues, reexaminations, extensions, and

foreign equivalents thereof, form part of the VXM01 IP Family transferred pursuant to this Agreement:

Patent

Application No.

Title

/ Subject Matter

Territory

Expiry

Status

Family

1 — Manufacturing: WO 2013/091898

9,493,738

Method

for Producing High Yield Attenuated Salmonella Strains

21/12/2032

Granted

2,794,849

Method

for Producing High Yield Attenuated Salmonella Strains

(BE, CH, DE, DK, ES, FR, GB, IE, IT, NL, PL, SE)

21/12/2032

Granted

6,251,179

Method

for Producing High Yield Attenuated Salmonella Strains

Japan

21/12/2032

Granted

10-2015932

Method

for Producing High Yield Attenuated Salmonella Strains

Korea

21/12/2032

Granted

104066834

Method

for Producing High Yield Attenuated Salmonella Strains

China

21/12/2032

Granted

2012359166

Method

for Producing High Yield Attenuated Salmonella Strains

Australia

21/12/2032

Granted

2,853,656

Method

for Producing High Yield Attenuated Salmonella Strains

Canada

21/12/2032

Granted

313960

Method

for Producing High Yield Attenuated Salmonella Strains

India

21/12/2032

Granted

2014/04501

Method

for Producing High Yield Attenuated Salmonella Strains

South

Africa

21/12/2032

Granted

Family

2 — VXM01 Dosing: WO 2014/005683

9,415,098

DNA

Vaccine for Use in Pancreatic Cancer Patients

26/06/2033

Granted

10,293,037

DNA

Vaccine for Use in Pancreatic Cancer Patients (CON)

26/06/2033

Granted

2,869,836

DNA

Vaccine for Use in Pancreatic Cancer Patients

(BE, CH, DE, DK, ES, FR, GB, IE, IT, NL, PL, SE)

26/06/2033

Granted

6,325,534

DNA

Vaccine for Use in Pancreatic Cancer Patients

Japan

26/06/2033

Granted

10-2090612

DNA

Vaccine for Use in Pancreatic Cancer Patients

Korea

26/06/2033

Granted

104519908

DNA

Vaccine for Use in Pancreatic Cancer Patients

China

26/06/2033

Granted

2013286335

DNA

Vaccine for Use in Pancreatic Cancer Patients

Australia

26/06/2033

Granted

Patent

Application No.

Title

/ Subject Matter

Territory

Expiry

Status

2017258877

DNA

Vaccine for Use in Pancreatic Cancer Patients (DIV)

Australia

26/06/2033

Granted

2,877,938

DNA

Vaccine for Use in Pancreatic Cancer Patients

Canada

26/06/2033

Granted

180/DELNP/2015

DNA

Vaccine for Use in Pancreatic Cancer Patients

India

26/06/2033

Granted

2014/09156

DNA

Vaccine for Use in Pancreatic Cancer Patients

South

Africa

26/06/2033

Granted

Family

5 — VXM01 Combination Therapy: WO 2016/202459

10,905,752

VEGFR-2

Targeting DNA Vaccine for Combination Therapy

16/06/2036

Granted

17/107,203

VEGFR-2

Targeting DNA Vaccine for Combination Therapy (CON)

16/06/2036

Pending

3,310,379

VEGFR-2

Targeting DNA Vaccine for Combination Therapy

(BE, CH, DE, DK, ES, FR, GB, IE, IT, NL, PL, SE)

16/06/2036

Granted

3,626,262

VEGFR-2

Targeting DNA Vaccine for Combination Therapy (DIV)

(CH, ES, GB, IE, NO, PL + Unitary Patent)

16/06/2036

Granted

2017-565248

VEGFR-2

Targeting DNA Vaccine for Combination Therapy

Japan

16/06/2036

Granted

10-2018-7001398

VEGFR-2

Targeting DNA Vaccine for Combination Therapy

Korea

16/06/2036

Under

Examination

10-2025-7001040

VEGFR-2

Targeting DNA Vaccine for Combination Therapy (DIV)

Korea

16/06/2036

Filed

107995868

VEGFR-2

Targeting DNA Vaccine for Combination Therapy

China

16/06/2036

Granted

2016278588

VEGFR-2

Targeting DNA Vaccine for Combination Therapy

Australia

16/06/2036

Granted

2,989,247

VEGFR-2

Targeting DNA Vaccine for Combination Therapy

Canada

16/06/2036

Granted

467201

VEGFR-2

Targeting DNA Vaccine for Combination Therapy

India

16/06/2036

Granted

1252435

VEGFR-2

Targeting DNA Vaccine for Combination Therapy

Hong

Kong

16/06/2036

Granted

40026195

VEGFR-2

Targeting DNA Vaccine for Combination Therapy (DIV)

Hong

Kong

16/06/2036

Granted

2017/08439

VEGFR-2

Targeting DNA Vaccine for Combination Therapy

South

Africa

16/06/2036

Granted

Family

7 — VXM01 Tumor Expression: WO 2018/149982

10,980,868

Novel

VEGFR-2 Targeting Immunotherapy Approach

16/02/2038

Granted

18 704 568.7

Novel

VEGFR-2 Targeting Immunotherapy Approach

16/02/2038

Under

Examination

2019-544614

Novel

VEGFR-2 Targeting Immunotherapy Approach

Japan

16/02/2038

Granted

Patent

Application No.

Title

/ Subject Matter

Territory

Expiry

Status

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

In addition to

the foregoing, the VXM01 IP Family includes all Know-How, regulatory filings, clinical trial data, biological materials, and other proprietary

information relating to the VXM01 program in the possession or control of the Seller as of the Closing Date, whether or not separately

listed herein.

SCHEDULE 2

ASSIGNED CONTRACTS

The following agreements

are assigned to the Buyer pursuant to Section 2.1 of this Agreement, to the extent transferable and subject to the receipt of any required

third-party consents:

Agreement

Counterparty

Date

Consent Required

Master Service Agreement, Contract no. B087 (Storage Cellbank, Storage DP)

Richter Biologics

01.03.2010

No clause found so consent is recommended

SCHEDULE 3

PAYMENT INSTRUCTIONS

All payments of

the Purchase Price (whether the full outstanding balance on the Full Payment Due Date or any Partial Payments made prior thereto) by the

Buyer to the Seller under Section 5 of this Agreement shall be made by wire transfer of immediately available funds to the following account,

or to such other account as the Seller may specify in writing no later than ten (10) Business Days prior to the relevant payment date:

Bank Name: [●]

Bank Address:

[●]

SWIFT/BIC: [●]

IBAN / Account

Number: [●]

Account Name:

VAXIMM AG

Reference: OSR

Holdings APA – Purchase Price Payment

Each payment shall

be made in United States Dollars (USD) and shall be free and clear of any bank charges or deductions, which shall be borne by the Buyer.

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