Satellos Bioscience Inc. 4,455,445 Common Shares Pre-Funded Warrants to Purchase up to 495,049 Common Shares

Satellos Bioscience Inc.

4,455,445 Common Shares

Pre-Funded Warrants to Purchase up to 495,049 Common

UNDERWRITING AGREEMENT

Leerink Partners LLC

as Representative of the several Underwriters

c/o Leerink Partners LLC

1301 Avenue of the Americas, 5th Floor

Ladies and Gentlemen:

Satellos Bioscience Inc.,

a corporation organized and existing under the laws of Canada (the "Company"), confirms its agreement with Leerink

Partners LLC ("Leerink Partners"), and each of the other Underwriters named in Schedule A hereto (collectively,

the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section

10 hereof), for which Leerink Partners is acting as representative (in such capacity, the "Representative"), with respect

to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of common

shares, no par value, of the Company ("Common Shares") and pre-funded warrants, substantially in the form of Exhibit

B hereto, to purchase up to 495,049 Common Shares, at an exercise price equal to CAD$0.00001 per pre-funded warrant (the "Pre-Funded

Warrants") set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally

and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 742,574 additional Common Shares.

The aforesaid 4,455,445 Common Shares (the "Initial Shares") and Pre-Funded Warrants to purchase up to 495,049 Common

Shares (together with the Initial Shares, the "Initial Securities") to be purchased by the Underwriters and all or

any part of the 742,574 Common Shares subject to the option described in Section 2(b) hereof (the "Option Shares")

are herein called, collectively, the "Securities." The Common Shares issuable upon exercise of the Pre-Funded Warrants

are hereinafter referred to as the "Warrant Shares."

The Company understands that

the Underwriters propose to make a public offering of the Securities in the United States and Canada, directly and through other investment

dealers and brokers upon the terms and conditions set forth in each of the Prospectuses (as defined below) and this Underwriting Agreement

(this "Agreement") as soon as the Representative deems advisable after this Agreement has been executed and delivered.

The Underwriters agree that they will not, directly or indirectly, distribute the Registration Statement, the Pricing Prospectuses or

the Prospectuses (each as defined below) or publish any prospectus, circular, advertisement or other offering material in any jurisdiction

other than such states, provinces or other jurisdictions of Canada and the United States in which the Securities are duly qualified under

applicable Canadian Securities Laws (as defined below) and U.S. federal and state securities laws, in such manner as to require registration

of the Securities or the filing of a prospectus or any similar document with respect to the Securities by the Company therein or subject

the Company to ongoing periodic reporting obligations in such jurisdiction pursuant to the securities laws of such jurisdiction.

As used in this Agreement:

"Applicable Time" means

6:15 P.M., New York City time, on February 5, 2026 or such other time as agreed by the Company and the Representative;

"Canadian Jurisdictions"

means each of the Provinces of British Columbia, Alberta and Ontario;

"Commission" means the U.S.

Securities and Exchange Commission.

"Issuer Free Writing Prospectus"

means any "issuer free writing prospectus," as defined in Rule 433 of the 1933 Act Regulations ("Rule 433"),

including without limitation any "free writing prospectus" (as defined in Rule 405 of the 1933 Act Regulations ("Rule

405")) relating to the Securities that is (i) required to be filed with the Commission by the Company, (ii) a "road show

for an offering that is a written communication" within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with

the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the

Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission

or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g).

"Issuer General Use Free Writing

Prospectus" means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than

a "bona fide electronic road show," as defined in Rule 433), as evidenced by its being specified in Schedule B-2 hereto.

"1933 Act" means the U.S.

Securities Act of 1933, as amended;

"Testing-the-Waters Communication"

means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the 1933 Act; and

"Written Testing-the-Waters Communication"

means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the 1933 Act.

are references to U.S. dollars.

All references in this Agreement

to financial statements and schedules and other information which is "contained," "included" or "stated"

(or other references of like import) in the Registration Statement, the Pricing Prospectuses or the Prospectuses (each as defined herein)

shall be deemed to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference

in the Registration Statement, the Pricing Prospectuses or the Prospectuses, as the case may be, prior to the execution and delivery of

this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, the Pricing Prospectuses

or the Prospectuses shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the

rules and regulations promulgated thereunder (collectively, the "1934 Act"), incorporated or deemed to be incorporated

by reference in the Registration Statement, the Pricing Prospectuses or the Prospectuses, as the case may be, at or after the execution

and delivery of this Agreement.

Representations and Warranties.

Representations and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof,

the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter,

Canadian Prospectuses. The Company is qualified to file a short form prospectus pursuant to the Shelf Procedures (as defined

below) and has prepared and filed a preliminary short form base shelf prospectus dated September 26, 2025 (the "Canadian Preliminary

Base Shelf Prospectus"), a final short form base shelf prospectus dated October 29, 2025 (the "Canadian Final Base

Shelf Prospectus") providing for the offer and sale, from time to time, of up to U.S.$150,000,000 of the Company's securities

with the Ontario Securities Commission, as principal regulator (the "Reviewing Authority") and the Canadian securities

regulatory authorities in each of the other Canadian Jurisdictions, (collectively, with the Reviewing Authority, the "Canadian

Qualifying Authorities"); and the Reviewing Authority has issued a receipt under National Policy 11-202 - Process for Prospectus

Reviews in Multiple Jurisdictions (a "Decision Document") for each of the Canadian Preliminary Base Shelf Prospectus

and the Canadian Final Base Shelf Prospectus, which receipt is deemed to also be a receipt of the other Canadian Qualifying Authorities

and evidence of the receipt of the Ontario Securities Commission. The term "Canadian Base Prospectus" means the Canadian

Final Base Shelf Prospectus, including all documents incorporated therein by reference, at the time the Reviewing Authority issued a Decision

Document with respect thereto in accordance with the rules and procedures established under all applicable securities laws in each of

the Canadian Jurisdictions and the respective regulations and rules under such laws together with applicable published policy statements

and instruments of the securities regulatory authorities in the Canadian Jurisdictions ("Canadian Securities Laws"),

including National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 - Shelf Distributions (together,

the "Shelf Procedures"). The term "Canadian Pricing Prospectus" means the preliminary prospectus

supplement (the "Canadian Preliminary Prospectus Supplement") relating to the Securities, which excluded certain pricing

information, filed with the Reviewing Authority in accordance with the Shelf Procedures on February 5, 2026, together with the Canadian

Base Prospectus, including all documents incorporated therein by reference. The term "Canadian Prospectus" means the

final prospectus supplement (the "Canadian Prospectus Supplement") relating to the Securities, which includes the pricing

information omitted from the Canadian Pricing Prospectus, to be dated the date hereof and filed with the Reviewing Authority in accordance

with the Shelf Procedures, together with the Canadian Base Prospectus, including all documents incorporated therein by reference. No order

suspending the distribution of the Securities or any other securities of the Company has been issued by any of the Canadian Qualifying

Authorities and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated

by the Canadian Qualifying Authorities, and any request on the part of the Canadian Qualifying Authorities for additional information

has been complied with.

this Agreement to the Canadian Preliminary Base Shelf Prospectus, the Canadian Final Base Shelf Prospectus, the Canadian Preliminary Prospectus

Supplement and the Canadian Prospectus Supplement, or any amendments or supplements to any of the foregoing, shall be deemed to include