Material Agreement (Form 8-K)

Item 1.01 Entry into Material Definitive Agreement

On February 4, 2026, Northstrive Biosciences Inc., a Delaware corporation ("Northstrive Biosciences") and wholly owned subsidiary of PMGC Holdings Inc. ("Company"), entered into the License Agreement ("License Agreement") with Modulant Biosciences LLC ("Modulant," and, together with Northstrive Biosciences, the "Parties"), an Indiana limited liability company. Pursuant to the License Agreement, NorthStrive Biosciences granted Modulant an exclusive, royalty-bearing, sublicensable license ("License"under the Licensed IP Rights (as defined below) to Develop, Manufacture, use, sell, offer for sale, import, export, and otherwise Commercialize Licensed Products solely in the Field (as defined below) in the Territory (as defined below). No rights or licenses were granted by implication, estoppel, or otherwise, under the License Agreement. Notwithstanding anything to the contrary in the License Agreement, NorthStrive Biosciences expressly reserved, on behalf of itself and its respective licensors under the Head License, all rights not expressly granted to Modulant under the License Agreement, including: (i) all rights to practice the Licensed IP Rights outside the Field; (ii) all rights to practice the Licensed IP Rights outside the Territory, including in the Republic of Korea; and (iii) the right to practice the Licensed IP Rights to the extent necessary to comply with obligations under the Head License or Applicable Laws. The term of the License Agreement ("Term") commences on February 4, 2026 and, unless earlier terminated in accordance with Section 12 of the License Agreement, shall remain in full force and effect until the expiration of the last-to-expire Valid Claim within the Licensed Patents (as defined below) in the Territory.

Modulant has the right to grant Sublicenses to third parties under the license granted to Modulant in Section 3.1 of the License Agreement; provided that: (i) each Sublicense shall be subordinate to and consistent with the terms and conditions of the License Agreement; (ii) Modulant shall remain responsible and liable for the performance and compliance of its Sublicensees, and will be responsible under the License Agreement for the acts or omissions of such Sublicensees to the same extent as if Modulant had directly engaged in such act or omission; (iii) each Sublicense shall include confidentiality, non-use, and IP-protection provisions and obligations no less protective than those set forth herein, and shall contain the following: (A) all provisions necessary to ensure Modulant's ability to perform its obligations under the License Agreement; (B) a section substantially the same as Section 10.1 (Indemnification by Modulant) of the License Agreement, which also shall state that the NorthStrive Indemnitees are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; (C) a provision clarifying that, in the event of termination of the license rights granted in Sections 3.1 and 3.3 of the License Agreement (in whole or in part (e. g., termination in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license (subject to the Sublicensee's rights under Section 12.4(iv) of the License Agreement); (D) a provision further clarifying that in the event of termination of the license rights granted in Sections 3.1 (Grant of License) and 3.3 (Sublicensing) of the License Agreement, the Sublicensee shall only be entitled to re-sublicense its rights under terms consistent with Section 3.3 of the License Agreement (the terms of which derive from Section 3.1.2 of the Head License); and (iv) Modulant shall furnish to NorthStrive Biosciences a fully executed copy of each Sublicense agreement, including all amendments thereto, within ten (10) days after execution of such agreement. Subject to the terms of the License Agreement, Modulant and its and Sublicensees may engage service providers (including, but not limited to, distributors, wholesalers, couriers, contract research organizations, and contract manufacturing organizations) for the purpose of assisting (but not directing) in the Development, Manufacturing and Commercialization of Licensed Products solely in the Field and in the Territory.