Exhibit 10.14


 


CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE RIGISTRANT IF PUBLICLY DISCLOSED.


 


DATED 10 June 2020


 


(1)            OXFORD
UNIVERSITY INNOVATION LIMITED


 


and


 


(2)            OXFORD
UNIVERSITY (SUZHOU) SCIENCE & TECHNOLOGY CO., LTD


 


and


 


(3)            OXSED
LIMITED


 


LICENCE OF TECHNOLOGY


 


(OUI PROJECTS No. 17730 & 17733)


 






     


     


    

 


THIS
AGREEMENT is made on 10 June 2020


 


BETWEEN:


 


		(1)	OXFORD UNIVERSITY INNOVATION LIMITED (Company
No. 2199542) whose registered office is at University Offices, Wellington Square, Oxford OX1 2JD, England (“OUI”);
and



 


		(2)	OXFORD UNIVERSITY (SUZHOU) SCIENCE &
TECHNOLOGY CO., LTD whose place of business is at Building A, 388 Ruo Shui Road, Suzhou Industrial Park, Jiangsu, 215123, P.R. China
Post code: 215123 (“OUSST”)



 


		(3)	OXSED LIMITED (Company No. 12600642)
whose registered office is at Ash Tree Farm, Cumnor, Oxford OX2 9QX (the “Licensee”).



 


BACKGROUND:


 


		A.	The Licensed Technology is connected with OUI Project Number: OUI project 17730, titled “Coronavirus
testing primer design” and OUI project 17733, titled “Rapid test method for coronavirus.” The Licensee wishes to acquire
a licence to the Licensed Technology and the Licensors are willing to license the Licensed Technology to the Licensee, on the terms of
this agreement.



 


		B.	OUI and OUSST have agreed that OUI will carry out the main administrative functions for the Licensors
under this agreement so that consents, royalty payments, reporting, and communications will generally be made between the Licensee to
OUI acting on behalf of the Licensors.



 


AGREEMENT:


 


		1.	Interpretation



 


		1.1	In this agreement (including its Schedules), any reference to a “clause” or “Schedule”
is a reference to a clause of this agreement or a schedule to this agreement, as the case may be. Words and expressions used in this agreement
have the meaning set out in Schedule 1.



 


		2.	Grant of Licence



 


		2.1	Each of the Licensors grants to the Licensee a licence in the Territory in respect of the Licensed Technology
to develop, make, have made, use and have used, import, export and Market the Licensed Product in the Field on and subject to the terms
and conditions of this agreement. Subject to clause 4 and the GSK Evaluation Licence, the Licence is exclusive in the Field in respect
of Licensed Intellectual Property Rights. The Licence is non-exclusive in relation to the Licensed Know-How. The Licensors retain unrestricted
rights to use and license others to use the Licensed Know-How, and to use and license the Licensed Technology outside the Field and the
Territory.



 






     


     


    

 


		2.2	The Licence granted under clause 2.1 will be royalty free for the duration of the Covid- 19 Public
Health Emergency Period subject to the Licensee Marketing the Licensed Products in accordance with clause 9.1. Following the Covid-19
Public Health Emergency Period the Licence will be subject to the royalty and other payment terms set out in clause 8.



 


		2.3	As soon as is reasonably possible after the date of this agreement (and in any event within thirty
(30) days of the date of this agreement), OUI and OUSST will supply the Licensee with the
Documents. OUI and OUSST shall, for a period of one (1) year
from the date of this agreement, continue to provide the Licensee with such documents and materials as embody the Licensed Know-How generated
during that period.



 


		2.4	The Licensee may grant sub-licences with the prior written consent of OUI, such consent not to be unreasonably
withheld, conditioned or delayed, provided that:



 


		2.4.1	any sub-licences granted for the duration of the Covid-19 Public Health Emergency Period are royalty free
and require the sub-licensee to comply with the obligations set out in clauses 2.7.1 and 9.1;



 


		2.4.2	any sub-licences granted following the Covid-19 Public Health Emergency contain obligations on the sub-licensee
to the Licensee that are commensurate with those which the Licensee has to each of the Licensors under this agreement, except the financial
terms of this agreement or where it is not legally possible to include such obligations in the sub-licence;



 


		2.4.3	the nature of the proposed sub-licensee is not likely in OUI’s or OUSST’s reasonable opinion
to have any detrimental impact on the reputation of OUI, OUSST or of the University;



 


		2.4.4	as soon as reasonably practicable following the grant of each sub-licence, the Licensee provides a certified
copy of that sub-licence to each of the Licensors, such copy to be Confidential Information of the Licensee which may be redacted to the
extent any information in such sub-licence does not relate to the Licensed Technology, the Licensors and/or this agreement;



 


		2.4.5	the sub-licensee enters into a Deed of Covenant with the Licensors in the form set out in Schedule
4; and



 


		2.4.6	no sub-licence will carry any right to sub-sub-license.



 


		2.5	OUI will be deemed to have consented to a
sub-licence within thirty (30) Business Days of receipt of such written request by the Licensee to grant a sub-licence, provided it has
not refused consent or requested reasonable further time or information to consider the request within such thirty (30) Business Days
period.



 






     


     


    

 


		2.6	Notwithstanding clause 2.3, no prior written consent from OUI will be required for sub-licences
if:



 


		2.6.1	the sub-licensee or an Affiliate of the sub-licensee, at the time of entering into a new sub-licence,
is already a licensee or a sub-licensee of the Licensee in respect of all or part of the Licensed Technology; or



 


		2.6.2	the sub-licensee is an Affiliate of the Licensee;



 


provided always that the sub-licence
complies with provisions 2.3.1 and 2.3.4 but is not required to comply with the other provisions of that clause.


 


		2.7	The Licensee will:



 


		2.7.1	adhere to the requirements of the University’s Medicines Access Policy and ensure that the development,
manufacturing, distribution, pricing and Marketing of Licensed Products will be managed in a manner that provides global early access
to Licensed Products to enable availability and accessibility at reasonable cost to the people most in need in Developing Countries;



 


		2.7.2	ensure that the Licensed Technology will be developed and Marketed in association with the Licensed Products
fully in compliance with all applicable laws and regulations, including applicable CE marking regulations and any other regulations governing
the certification of products to indicate conformity with health, safety, and environmental protection standards that are applicable in
the United Kingdom;



 


		2.7.3	comply with any United Nations trade sanctions or EU or UK legislation or regulation, from time to time
in force, which impose arms embargoes or control the export from the United Kingdom of goods, technology or software, including weapons
of mass destruction and arms, military, paramilitary and security equipment and dual-use items (items designed for civil use, but which
can be used for military purposes) and certain drugs and chemicals; and



 


		2.7.4	not export, directly or indirectly, the Licensed Technology, Licensed Products or any technical data associated
with the Licensed Technology to any country for which at the time of export an export licence or other governmental approval is required
without first obtaining such licence or approval.



 


		2.8	If the Licensee fails to comply with clause 2.7.1 or clause 9.1 during the Covid-19 Public
Health Emergency Period, the Licensors may withdraw the Licensee’s exclusive rights in relation to the Licensed Technology and,
upon serving written notice on the Licensee, convert the Licence to being non-exclusive.



 


		3.	Improvements



 


		3.1	The Licensed Technology covered by the Licence in clause 2 includes Inventor Improvements. OUI
will communicate in writing to the Licensee all Inventor Improvements within a reasonable amount of time after becoming aware of the Inventor
Improvement.



 






     


     


    

 


		3.2	The Licensee acknowledges and agrees that all Intellectual Property Rights in Inventor Improvements belong
to OUI and/or OUSST.



 


		3.3	The Licensee will communicate in writing to OUI all Licensee Improvements within a reasonable amount of
time after the Licensee becomes aware of, or after the completed development of, the Licensee Improvements.



 


		3.4	OUI acknowledges and agrees that all Intellectual Property Rights in the Licensee Improvements belong
to the Licensee.



 


		4.	Rights Regarding Non-Commercial Use



 


		4.1	The Licensee grants OUI an irrevocable, perpetual, royalty-free licence to grant the University and those
persons who at any time work or have worked on the Licensed Technology the licence set out in clause 4.2.



 


		4.2	OUI has granted and in respect of Licensee Improvements, will grant, to the University and those persons
who at any time work or have worked on the Licensed Technology, a non-transferable, irrevocable, perpetual, royalty-free licence to use
and to publish the Licensed Technology and the Licensee Improvements, in each case for Non-Commercial Use.



 


		4.3	The Licensee grants OUSST and those persons who at any time work or have worked on the Licensed Technology
at OUSST a non-transferable, irrevocable, perpetual, royalty-free licence to use and to publish the Licensed Technology and the Licensee
Improvements, in each case for Non-Commercial Use.



 


		5.	Filing and Maintenance



 


		5.1	The Licensee will pay the Licensors the Past
Patent Costs within thirty (30) days of receiving an invoice from one of the Licensors following the Covid-19 Public Health Emergency
Period.



 


		5.2	The
Licensors will, in consultation with the Licensee and at the Licensee’s cost, prosecute, use all reasonable endeavours to maintain,
and renew the Applications (including any patent applications filed for an Inventor Improvement) throughout the duration of this agreement.
The Licensors will give all reasonable consideration to the views of the Licensee and will not unreasonably refuse to prosecute, maintain
or renew the Applications provided always that the Licensee agrees to bear the costs of such action in accordance with this clause
5.2. The Licensee will reimburse the Licensors for all costs, filing fees, lawyers’ and patent agents’ fees, expenses
and outgoings of whatever nature incurred by the Licensors in the prosecution, maintenance and renewal of the Application (including
those incurred in opposition proceedings before the European Patent Office or in ex parte re-examination or inter partes review proceedings
in the United States Patent and Trademark Office (“USPTO”) or any similar proceedings before any patent office
challenging the grant or validity of the Application) within thirty (30) days of receiving an invoice from one of the Licensors. The
Licensors shall be entitled to make it a condition of any action of the Licensors under this clause 5.2 that the Licensee provides
the Licensors with sufficient money in advance to cover the costs likely to be incurred in the action.



 






     


     


    

 


		5.3	Where any of the Applications is prosecuted in the USPTO and the Licensee is a small business concern
as defined under the US Small Business Act (15USC632) the Licensors intend to pay reduced USPTO patent fees under US patent law 35USC
41(h)(1). The Licensee will notify the Licensors as soon as reasonably possible if it or a sub-licensee ceases to be a small business
concern as defined under the US Small Business Act (15USC632) or becomes aware of any other reason why it would not qualify for reduced
USPTO patent fees under US patent law 35USC 41(h)(1).



 


		5.4	The Licensee shall inform the Licensors not
less than six (6) months in advance of the National Phase filing deadline (noted in Schedule 2) of the territories within the
scope of the PCT that it wishes to be covered in the National Phase of the Applications. In the event that the Licensee does not give
the required minimum of six months advance notice the Licensors shall then be entitled to proceed with filing the Applications at the
Licensee’s cost in whichever territories as it may in its sole discretion decide.



 


		5.5	The Licensee shall be entitled to remove any
one or more of the countries from the Territory at any time by giving not less than six months’ notice to the Licensors. If any
of the Applications is proceeding under the PCT then such notice may not be given any earlier than the date for commencement of the National
Phase filing. For the avoidance of doubt the Licensee shall remain liable for the costs mentioned in clause 5.2 that arise or
are incurred by the Licensors during the said notice period in respect of the countries being removed.



 


		5.6	The Licensors and the Licensee will carry
out an annual review of the prosecution of the Applications within thirty (30) days of the end of each Licence Year and after the end
of the second Licence Year. The Licensors will consider with the Licensee at each annual review whether it is appropriate for the Licensee
to take over the prosecution and maintenance of the Applications provided that in all circumstances the Applications will be prosecuted
in the Peoples Republic of China unless OUSST has provided its written consent (such consent not to be unreasonably withheld) for OUI
or the Licensee to discontinue the prosecution and/or maintenance of the Applications in that territory.



 


		5.7	In the event that the Licensors elect to discontinue the prosecution and/or maintenance of any of the
Applications, the Licensee shall have the right but not the obligation to take over prosecution and maintenance of the Applications the
Licensors have elected to discontinue.



 


		6.	Infringement



 


		6.1	Each party will notify the other in writing of any misappropriation or infringement of any rights in the
Licensed Technology of which the party becomes aware.



 


		6.2	The Licensee has the first right (but is not obliged) to take Legal Action at its own cost in relation
to any misappropriation or infringement of any rights included in the Licensed Intellectual Property Rights in the Field and in the Territory.
The Licensee must discuss any proposed Legal Action with each of the Licensors prior to the Legal Action being commenced, and take due
account of the legitimate interests of each of the Licensors in the Legal Action it takes provided always that the Licensee may act without
further consultation if rights in the Licensed Technology would otherwise be prejudiced or lost.



 






     


     


    

 


		6.3	If the Licensee takes Legal Action under clause 6.2, the Licensee will:



 


		6.3.1	indemnify and hold each of the Licensors
and the University harmless against all costs (including lawyers’ and patent agents’ fees and expenses), claims, demands
and liabilities arising out of or consequent upon a Legal Action and will settle any invoice received from OUI and/or OUSST in respect
of such costs, claims, demands and liabilities within thirty (30) days of receipt;



 


		6.3.2	treat any account of profits or damages (including, without limitation, punitive damages) awarded in or
paid to the Licensee under any settlement of the Legal Action for any misappropriation or infringement of any rights included in the Licensed
Technology as Net Sales for the purposes of clause 8, having first for these purposes deducted from the award or settlement an
amount equal to any legal costs incurred by the Licensee in the Legal Action that are not covered by an award of legal costs; and



 


		6.3.3	keep each of the Licensors regularly informed of the progress of the Legal Action, including, without
limitation, any claims affecting the scope of the Licensed Technology.



 


		6.4	The Licensors may take any Legal Action at their own cost in relation to any misappropriation or infringement
of any rights included in the Licensed Intellectual Property Rights where:



 


		6.4.1	the Licensee has notified each of the Licensors in writing that it does not intend to take any Legal Action
in relation to any misappropriation or infringement of any such rights; or



 


		6.4.2	if having received professional advice with regard to any Legal Action within fourteen (14) days of
                                                                 the notification under clause 6.1, and consulted with OUI, the Licensee does not take reasonable steps to act upon an agreed
                                                                 process for dealing with such misappropriation or infringement (which may include, for the avoidance of doubt, seeking a second
                                                                 opinion in respect of such professional advice) within any timescale agreed between OUI and the Licensee and in any event within
                                                                 forty-five (45) days of notification under clause 6.1, provided it shall not
                                                                 settle any action without first consulting with the Licensee and taking account of the reasonable observations and requests of the
                                                                 Licensee.



 


		6.5	Subject to clauses 6.2 and 6.3, if the Licensee takes Legal Action each of the Licensors
will provide such reasonable assistance as requested by the Licensee in relation to such Legal Action at the Licensee’s cost and
authorises the Licensee to join each of the Licensors as a party in any Legal Action where it is a legal requirement for the patent owner
to be a plaintiff in the Legal Action, provided that the Licensee indemnifies each of the Licensors under clause 6.3.1 for the
costs of any legal representation in the Legal Action required by OUI.



 






     


     


    

 


		7.	Confidentiality



 


		7.1	Subject to clauses 7.2, 7.3 and 7.4, each party (being a receiving or disclosing
party as the case may be) will keep confidential the Confidential Information of the other party and will not disclose or supply the Confidential
Information to any third party or use it for any purpose, except in accordance with the terms and objectives of this agreement.



 


		7.2	The Licensee may disclose to sub-licensees of the Licensed Technology such of the Confidential Information
as is necessary for the exercise of any rights sub-licensed, provided that the Licensee shall ensure that such sub-licensees accept a
continuing obligation of confidentiality on substantially the same terms as this clause and giving third party enforcement rights to each
of the Licensors, before the Licensee makes any disclosure of the Confidential Information. The Licensee may also disclose the Licensed
Technology to the extent reasonably required in connection with the conduct of its business including to potential investors, other business
associates and professional advisors provided that such persons have agreed in writing to be bound by non-use and non-disclosure obligations
that are no less strict than those set forth in this agreement or are subject to professional codes of conduct that prevent disclosure
of client confidential information and the Licensee will take action in respect of any breach of such obligations.



 


		7.3	Confidential Information may be exchanged freely between OUI, OUSST and the University and communications
between those parties shall not be regarded as disclosures, dissemination or publication for the purpose of this agreement. OUI and OUSST
may also disclose the terms of this agreement and royalty reports and payments made by the Licensee to any third parties that have rights
to a revenue share for providing funding in the development of the Licensed Technology provided that such persons have agreed in writing
to be bound by non-use and non-disclosure obligations that prevent disclosure of client confidential information and OUI or OUSST will
take action in respect of any breach of such obligations.



 


		7.4	Clause 7.1 will not apply to any Confidential Information which:



 


		7.4.1	(save in the case of Licensed Technology) is known to the receiving party before disclosure, and not subject
to any obligation of confidentiality owed to the disclosing party;



 


		7.4.2	is or becomes publicly known without the fault of the receiving party;



 


		7.4.3	is obtained by the receiving party from a third party in circumstances where the receiving party has no
reason to believe that it is subject to an obligation of confidentiality owed to the disclosing party;



 


		7.4.4	the receiving party can establish by reasonable proof was substantially and independently developed by
officers or employees of the receiving party who had no knowledge of the disclosing party’s Confidential Information; or



 






     


     


    

 


		7.4.5	is approved for release in writing by an authorised representative of the disclosing party.



 


		7.5	Nothing in this agreement will prevent a party
from disclosing Confidential Information where it is required to do so by law or regulation, stock exchange rules, or by order of a court
or competent authority, provided that, in the case of a disclosure under the Freedom of Information Act 2000 (“FOIA”),
none of the exemptions in the FOIA applies to the relevant Confidential Information and provided always that, to the extent permitted
by law or regulation, the receiving party will give such notice as is reasonably practicable in the circumstances to the disclosing party
about the timing and content of such a disclosure.



 


		7.6	If any party to this agreement receives a
request under the FOIA to disclose any information that, under this agreement, is another party’s Confidential Information, it
will notify and consult with the other parties. The other party will respond within five
(5) days after receiving notice if that notice requests the other party to provide information to assist in determining whether or not
an exemption under the FOIA applies to the information requested under the FOIA.



 


		8.	Royalties and other Payments



 


		8.1	Following the Covid-19 Public Health Emergency Period the Licensee will pay to OUI:



 


		8.1.1	the Licence Fee within thirty (30) days
of receipt of an invoice from OUI.



 


		8.1.2	a royalty equal to the applicable Royalty Rate on all Net Sales of Licensed Products that exceed the Royalty
Threshold and the Licensee will notify OUI as soon as possible after it achieves the Royalty Threshold; and



 


		8.1.3	a royalty equal to the Fee Income Royalty Rate on all up-front, milestone, minimum sum and other one-off
payments made after the end of the Covid-19 Public Health Emergency Period (other than payments received by the Licensee from a third
party which, in accordance with the terms under which those payments are received, may only be used by the Licensee in relation to research
and development of a Licensed Product) received by the Licensee under or in connection with all sub-licences and options granted by the
Licensee with respect to the Licensed Technology excluding royalties paid to the Licensee by a sub-licensee based on net sales of Licensed
Product; and



 


		8.1.4	a royalty equal to the Sublicensing Royalty Rate on any royalties paid to the Licensee by a sub-licensee
after the end of the Covid-19 Public Health Emergency Period based on sales of Licensed Products by a sub-licensee, where the Fee Income
Royalty Rate is not payable under clause 8.5.



 


		8.2	Following expiration or revocation of the last
Valid Claim covering a Licensed Product in a country in which the Licensed Product is Marketed and where there is being Marketed and sold
by a third party in the normal course of business a product that, directly or indirectly, competes with the Licensed Product, the Step
Down Rate (as defined below) shall apply on a country-by-country basis to the applicable Royalty Rate of such Licensed Products. For the
purposes of this clause 8.2, the “Step Down Rate” shall be [****].



 






     


     


    

 


		8.3	The Licensee will pay to OUI the Exit Fee
on the occurrence of an Exit Event and the obligation to do so will survive the termination or expiry of this agreement provided that
the Licensee may buy out the right for OUI to receive the Exit Fee at any time by paying OUI the Exit Buy Out Amount. The Licensee will
notify OUI as soon as possible after it signs head of terms for any Exit Event, and in any event at least thirty (30) days prior to an
Exit Event and will pay to OUI the Exit Fee within thirty (30) days of the date on which
the Exit Event is completed.



 


		8.4	The Licence Fee and the Exit Fee are non-refundable and will not be considered as an advance payment on
royalties payable under clause 8.1.2.



 


		8.5	If a Licensed Product Marketed by the Licensee is re-Marketed by an Affiliate, the royalty on each such
Licensed Product will be calculated [****]. The Licensee will pay to OUI a royalty equal
to the Fee Income Royalty Rate on any sum received by any sub-licensee that is an Affiliate where a royalty equal to the Fee Income Royalty
Rate would have been due on that sum under clause 8.1.3 had it been received directly by the Licensee.



 


		8.6	The Licensee or any of its sub-licensees may supply a commercially reasonable quantity of Licensed Products
for promotional sampling provided that the number of Licensed Products supplied for promotional sampling shall not be greater than [****]%
of the total number of units of each Licensed Product sold, leased or licensed by the Licensee in any Quarter. Except as set out in this
clause, the Licensee must not accept or solicit any non-monetary consideration when Marketing or otherwise transferring Licensed Products
or when issuing sub-licences of the Licensed Technology without the prior written consent of OUI.



 


		8.7	The Licensee will make all payments in pounds
sterling or any currency replacing pounds sterling in its entirety unless the parties agree otherwise.



 


		8.8	For the purposes of calculating any amount
payable by the Licensee to OUI in a currency other than pounds sterling (or replacement currency),
the Licensee shall apply an exchange rate equivalent to the average of the applicable closing mid rates quoted by the [****] on:



 


		8.8.1	the first Business Day of each month
during the Quarter just closed; or



 


		8.8.2	for payments under clause 8.1.3
only, the first Business Day of the month in which the payment was received by the Licensee.



 


		8.9	Where the Licensee has to withhold tax by law, the Licensee will deduct the tax, pay it to the relevant
taxing authority, and supply OUI with a Certificate of Tax Deduction at the time of payment to OUI.



 


		8.10	In the event that full payment of any amount due from the Licensee to OUI under this agreement is not
made by any of the dates stipulated, the Licensee shall be liable to pay interest on the amount unpaid at the rate of [****]
per cent ([****]%) per annum over the base rate for the time being of [****].
[****].



 






     


     


    

 


		8.11	Except as expressly set out in this agreement the Licensee shall not be required to make any payments
directly to OUSST in connection with this agreement. The parties acknowledge and agree that the payments set out in this clause 8
to OUI are made by the Licensee for the benefit of both Licensors and OUI shall pay to OUSST [****]
percent ([****]%) of Net Receipts.



 


		9.	Diligence



 


		9.1	During the Covid-19 Public Health Emergency Period the Licensee will ensure the distribution, pricing
and Marketing of Licensed Products will be at Cost of Goods or Cost of Goods plus a reasonable capped profit margin to maximise the availability
and accessibility of the Licensed Technology at reasonable cost during the Covid-19 Public Health Emergency Period.



 


		9.2	Following the Covid-19 Public Health Emergency Period the Licensee must:



 


		9.2.1	use Commercially Reasonable Endeavours to develop, exploit and Market the Licensed Technology to maximise
the financial return for all parties and to demonstrate the University’s positive impact on society from the exploitation of the
Licensed Technology; and



 


		9.2.2	continue to ensure the distribution, pricing and Marketing of Licensed Products will be at-Cost of Goods
or Cost of Goods plus a reasonable capped profit margin to maximise the availability and accessibility of the Licensed Technology at reasonable
cost in Developing Countries.



 


		9.3	The Licensee must use Commercially Reasonable Endeavours to develop, exploit and Market the Licensed Technology
in accordance with the Development Plan.



 


		9.4	The Licensee will provide each of the Licensors with any revised development plan together with any background
supporting information necessary for OUI to evaluate the draft plan; such revised development plan to be consistent with an anticipated
return to OUI under clause 8. The Licensee will consult with OUI over the draft plan and will consider in good faith any comments
that OUI may put forward. Following approval of the revised development plan by each of the Licensors, the revised development plan shall
become the Development Plan. Any information provided under this clause 9.4 shall be considered Confidential Information of the
Licensee.



 


		10.	Reports and Audit Rights



 


		10.1	The Licensee will provide each of the Licensors
with a report at least once in every six (6) months detailing the activities and achievements in its development of the Licensed Technology
in order to facilitate its commercial exploitation, and in the development of potential Licensed Products.



 






     


     


    

 


		10.2	During the Covid-19 Public Health Emergency
Period the Licensee will provide OUI with a report within thirty (30) days after the close of each Quarter for each Licensed Product
Marketed by the Licensee providing a breakdown of the Cost of Goods or Cost of Goods plus a reasonable capped profit margin in accordance
with clause 9.1.



 


		10.3	Following the Covid-19 Public Health Emergency
Period the Licensee will provide OUI with a royalty report within thirty (30) days after
the close of each Quarter for each Licensed Product Marketed by the Licensee, including a royalty report confirming that no royalties
are due for a Quarter. Each Royalty Report will:



 


		10.3.1	set out the Net Sales of each Licensed Product Marketed by the Licensee, including the total gross selling
price of each Licensed Product Marketed by the Licensee and the quantity or total number of units of each Licensed Product Marketed by
the Licensee;



 


		10.3.2	set out details of deductions made in the calculation of Net Sales from the invoiced price of each Licensed
Product in the form in which it is Marketed by the Licensee;



 


		10.3.3	set out details of the quantity of Licensed Products used for promotional sampling by the Licensee;



 


		10.3.4	provide a calculation of the royalties due from the Licensee to be paid at the Royalty Rate;



 


		10.3.5	set out details of payments received by the Licensee to which the Fee Income Royalty Rate applies and
provide a calculation of the royalties due from the Licensee to be paid at the Fee Income Royalty Rate



 


		10.3.6	set out details of payments received by the Licensee to which the Sublicensing Royalty Rate applies and
provide a calculation of the royalties due from the Licensee to be paid at the Sub-Licensing Royalty Rate;



 


		10.3.7	set out the steps taken during the Licence Year to promote and Market Licensed Products; and



 


		10.3.8	provide a breakdown of the cost at which a Licensed Product is sold, in Developing Countries based on
the “at cost” as defined in clause 9.1.



 


The Licensee must pay OUI the royalties
due in respect of the Quarter just closed at the same time as the Licensee delivers the Royalty Report, provided that, if requested, OUI
will issue an invoice for the relevant payment prior to payment.


 


		10.4	Following the Covid-19 Public Health Emergency
Period within sixty (60) days after OUI receives Net Receipts from the Licensee each year, OUI will supply OUSST with a statement of
all Net Receipts during the preceding year, accompanied by a calculation of the percentage due to OUSST which identifies the costs deducted,
in addition to the Royalty Report provided to OUSST by OUI under clause 10.2. The statement will show the Net Receipts in pounds
sterling. OUSST will then issue OUI with an invoice for the percentage due to OUSST, and OUI will settle that invoice within thirty
(30) days after its receipt.



 






     


     


    

 


		10.5	In
the event of a dispute regarding the calculation of Net Sales or other payments, including the Licensee’s interpretation of International
Financial Reporting Standards, whether following an audit pursuant to clause 10.8 or otherwise, the dispute shall be referred
to an appropriately qualified independent expert (the “Expert”) jointly appointed by the parties (acting reasonably)
who shall settle the dispute as follows. The Expert shall ask each party for written submissions within thirty
(30) days of its appointment and shall be given access to the parties’ records and correspondence applicable to the dispute.
The Expert shall have a period of sixty (60) days after this time to decide the dispute. The Expert will be appointed as an expert and
not as an arbitrator. The parties will each have the right to make representations to the Expert. The Expert’s decision shall be
binding on the parties without right of appeal and the costs of the Expert shall be borne by the non-prevailing party.



 


		10.6	The Licensee will deliver to OUI a periodic report at the close of each Licence Year providing sufficient
data (in outline form) to give a reasonable indication or estimate of the actual or expected market share of the Licensee and its sub-licensees
and will notify OUI in the event that its market share does or is expected to breach the limits set out in the 2014 Commission Regulation
316/2014 Technology Transfer Block Exemption Regulation and Guidelines in Commission Communication 2014/c 89/03 whilst it applies to the
UK or the limits set out in the Competition Act 1998 as amended, replaced, updated, re-enacted or consolidated from time to time. This
obligation is not intended to place a significant additional financial burden on the Licensee.



 


		10.7	The Licensee will provide data and any other information on the Licensee’s use of the Licensed Technology
if asked to do so by the University to the assist the University in demonstrating the University’s impact on society and to support
drafting a Research Excellence Framework impact case study for the University to submit to Research England of UK Research and Innovation
as required under the current or any future (however named) Research Excellence Framework audit process.



 


		10.8	The Licensee must keep complete and proper
records and accurate accounts of all Licensed Products used and Marketed by the Licensee and any sub-licensee in each Licence Year for
at least six (6) years. Following the Covid-19 Public Health Emergency Period OUI may, through an independent certified accountant appointed
by OUI (“the Auditor”), audit all such accounts on at least thirty (30) days’ written notice no more than once each
Licence Year for the purpose of determining the accuracy of the Royalty Reports and payments. The Auditor shall be:



 


		10.8.1	permitted by the Licensee to enter the Licensee’s principal place of business upon reasonable notice
to inspect such records and accounts;



 


		10.8.2	entitled to take copies of or extracts from such records and accounts as are strictly necessary for the
Auditor to properly conduct the audit;



 






     


     


    

 


		10.8.3	given all other information by the Licensee as may be necessary or appropriate to enable the amount of
royalties payable to be ascertained including the provision of relevant records; and



 


		10.8.4	shall be allowed access to and permitted, to the extent reasonably required, to conduct interviews of
any staff of the Licensee in order to verify the accuracy of the records and accounts and the accuracy of any statements provided to OUI
under clause 10.2.



 


If on any such audit a shortfall in
payments of greater than [****] per cent ([****]%)
is discovered by the Auditor in respect of the audit period, the Licensee shall pay OUI’s audit costs.


 


		10.9	Following the Covid-19 Public Health Emergency Period the Licensee will ensure that each sub-licence agreement
has audit obligations on the sub-licensee and provides the Licensee’s auditor with the same rights of access set out in clause
10.8 and OUI shall have the right to see copies of any audit report undertaken by the Licensee’s auditor.



 


		11.	Duration and Termination



 


		11.1	This agreement will take effect on the date of signature. Subject to the possibility of earlier termination
under the following provisions of this clause 11, and subject to the possibility of an extension to the term by mutual agreement
on the same terms (which if requested by the Licensee OUI and OUSST shall agree to), this agreement shall continue in force until the
later of:



 


		11.1.1	the expiry or rejection of all patents and patent applications falling within the definition of the Application;
and



 


		11.1.2	where there is Licensed Know-How included in the Licensed Technology, twenty (20) years from the date
of this agreement.



 


		11.2	If the Licensee commits a material breach
of this agreement, and the breach is not remediable or (being remediable) is not remedied within the period allowed by notice given by
the Licensors in writing calling on the Licensee to effect such remedy (such period being not less than thirty (30) days), the Licensors
acting jointly may terminate this agreement by written notice having immediate effect.



 


		11.3	If OUI or OUSST commits a material breach
of this agreement, and the breach is not remediable or (being remediable) is not remedied within the period allowed by notice given by
the Licensee in writing calling on OUI or OUSST (as applicable) to effect such remedy (such period being not less than thirty
(30) days), the Licensee may terminate this agreement by written notice having immediate effect.



 


		11.4	The Licensee may terminate this agreement
for any reason at any time provided it gives the Licensors six (6) months’ written notice to terminate expiring after the third
anniversary of this agreement. Any such termination shall not absolve the Licensee of its obligation to accrue and pay royalties
and other payments under the provisions of clause 8 in respect of the period prior to termination.



 






     


     


    

 


		11.5	The Licensors acting jointly may terminate this agreement:



 


		11.5.1	immediately, if the Licensee has a petition presented for its winding-up, (but excluding for this purpose
any winding up petition presented against the Licensee in relation to any debt disputed by the Licensee), or passes a resolution for voluntary
winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction, or compounds with its creditors, or has a receiver
administrator or administrative receiver appointed over all or any part of its assets, or enters into any arrangements with creditors,
or takes or suffers any similar action in consequence of debts;



 


		11.5.2	on thirty (30)
days’ written notice if:



 


		(a)	the Licensee opposes or challenges the validity of the Application provided always that nothing in this
clause 11.5.2 will prevent the Licensee from seeking to determine whether a product of the Licensee is a Licensed Product for the
purposes of this agreement and the seeking of such determination shall not trigger any termination rights herein; or



 


		(b)	the Licensee is in breach of clause 9 and the Licensee does not take any remedial action reasonably
requested by OUI and notified to the Licensee by written notice pursuant to clause 11.1.2 within a reasonable time; or



 


		(c)	the Licensee fails to comply with clause 2.7.1 In the distribution, pricing and Marketing of Licensed
Products; or



 


		(d)	if the Licensee fails to pay or takes steps to avoid or remove its obligation to pay the Exit Fee other
than by paying the Exit Buy Out Amount.



 


		11.6	On termination or expiration of this agreement, for whatever reason, the Licensee:



 


		11.6.1	shall pay to OUI all outstanding royalties and other sums due under this agreement;



 


		11.6.2	shall provide each of the Licensors with details of the stocks of Licensed Products held at the point
of termination;



 


		11.6.3	shall at the direction of the Licensors furnish to any new licensee of the Licensors any information,
materials or documentation reasonably required for a new licensee to develop, exploit and make available the Licensed Technology;



 


		11.6.4	must cease to use or exploit the Licensed
Technology, provided that this restriction does not apply to Licensed Know-How or Confidential Information which has entered the public
domain through no fault of the Licensee, and that the Licensee may continue to use the Licensed Technology in order to meet any specific
existing binding commitments already made by the Licensee at the date of termination and requiring delivery of Licensed Products within
the next six (6) months;



 






     


     


    

 



 


		11.6.5	subject to clause 11.6.4 must at the option of the Licensors and at the Licensee’s cost,
destroy all other Licensed Products or send all other Licensed Products to a location nominated by the Licensors to the Licensee in writing;
and



 


		11.6.6	grants each of the Licensors an irrevocable, transferable, non-exclusive licence to develop, make, have made, use and Market the Licensee’s Improvements and products
that incorporate, embody or otherwise exploit the same. The Licensors shall pay a reasonable royalty for use of this licence unless the
termination arises under clause 11.5, or is by the Licensors under clause 11.2, in which case it shall be royalty-free.



 


		11.7	Termination of this agreement, whether for breach of this agreement or otherwise, shall not absolve the
Licensee of its obligation to accrue and pay royalties under the provisions of clause 8 for the duration of any notice period and
in respect of any dealings in Licensed Products permitted by clause 11.6 or to reimburse OUI for all costs, filing fees, lawyers’
and patent agents’ fees, expenses and outgoings of whatever nature incurred by OUI in the prosecution, maintenance and renewal of
the Applications for the duration of any notice period in accordance with clause 5.2.



 


		11.8	Clauses 1, 4.2, 6.3, 11.6, 11.7, 11.8, 11.9, 12,
13.4 and 13.14 will survive the termination or expiration of this agreement, for whatever reason, indefinitely.



 


		11.9	Clauses 7 and 10.8 will survive the termination or expiration of this agreement, for whatever
reason, for a period of six (6) years.



 


		12.	Liability



 


		12.1	To the fullest extent permissible by law, the Licensors do not make any warranties of any kind including,
without limitation, warranties with respect to:



 


		12.1.1	the quality of the Licensed Technology;



 


		12.1.2	the suitability of the Licensed Technology for any particular use;



 


		12.1.3	whether use of the Licensed Technology will infringe third-party rights; or



 


		12.1.4	whether the Application will be granted or the validity of any patent that issues in response to that
Application.



 






     


     


    

 


		12.2	Except in relation to any claims, damages and liabilities arising directly from the fraud, recklessness
or wilful misconduct of OUI, OUSST or the University, the Licensee agrees to indemnify OUI, OUSST and the University and hold OUI and
the University harmless from and against any and all claims, damages and liabilities:



 


		12.2.1	asserted by third parties (including claims for negligence) which arise from the use of the Licensed Technology
or the Marketing of Licensed Products by the Licensee and/or its sub-licensees; and/or



 


		12.2.2	arising directly from any breach by the Licensee of this agreement provided however that this indemnity
for breach by the Licensee is subject to clause 12.5.



 


		12.3	Each of the Licensors will use reasonable endeavours to defend any Indemnified Claim and to mitigate its
losses, claims, liabilities, costs, charges and expenses or (at OUI’s option) allow the Licensee to do so on its behalf (subject
to the University retaining the right to be kept informed of progress in the action and to have reasonable input into its conduct.) The
Licensors will not (except as required by law) make any admission, compromise, settlement or discharge of any Indemnified Claim without
the consent of the Licensee (which will not be unreasonably withheld or delayed).



 


		12.4	The Licensee undertakes to make no claim against any employee, student, agent or appointee of OUI, OUSST
or of the University, being a claim which seeks to enforce against any of them any liability whatsoever in connection with this agreement
or its subject-matter.



 


		12.5	Subject to clause 12.7 and except in relation to the indemnities in clause 6.3 and 12.2,
the liability of either party for any breach of this agreement, in negligence or arising in any other way out of the subject-matter of
this agreement, will not extend to incidental, indirect or consequential damages or to any loss of profits.



 


		12.6	Subject to clause 12.7, the total aggregate liability of the Licensors to the Licensee accruing
under or otherwise in connection with this agreement or its subject-matter, including without limitation liability for negligence, shall
in no event exceed:



 


		12.6.1	in respect of liability accruing in the first Licence Year, the amount of the Licence Fee; and



 


		12.6.2	in respect of liability accruing in any subsequent Licence Year, the Licence Fee and the total royalties
paid in the previous Licence Year to OUI under clause 8.1.



 


		12.7	Nothing in this agreement shall limit or exclude any liability for fraud or fraudulent misrepresentation
or death, or personal injury or any other liability which may not, by law, be excluded.



 


		13.	General



 


		13.1	Registration – The Licensee must register its interest in the Licensed Technology with any
relevant authorities as soon as legally possible. The Licensee must not, however, register an entire copy of this agreement in any part
of the Territory or disclose its financial terms without the prior written consent of OUI, such consent not to be unreasonably withheld
or delayed.



 






     


     


    

 


		13.2	Advertising – The Licensee must not use the name of OUI, OUSST, the University or the Inventor
except any Inventor who is, or has been, a shareholder of the Licensee, in any advertising, promotional or sales literature, without the
relevant Licensor’s prior written approval save that the Licensee shall not have to seek re-approval for inclusion in any advertising,
promotional or sales literature (but, for the sake of clarity, excluding any investment memoranda or other documentation prepared for
the purpose of presentation to potential investors), any statement that has previously been approved by the relevant Licensor or included
in any press release approved by the relevant Licensor.



 


		13.3	Packaging – The Licensee will ensure that the Licensed Products and the packaging associated
with them are marked suitably with any relevant patent or patent application numbers to satisfy the laws of each of the countries in which
the Licensed Products are sold or supplied and in which they are covered by the claims of any patent or patent application, to the intent
that the Licensors shall not suffer any loss or any loss of damages in an infringement action.



 


		13.4	Thesis – This agreement shall not prevent or hinder registered students of the University
from submitting for degrees of the University theses based on the Licensed Technology; or from following the University’s procedures
for examinations and for admission to postgraduate degree status.



 


		13.5	Taxes – Where the Licensee has to make a payment to OUI under this agreement which attracts
value-added, sales, use, excise or other similar taxes or duties, the Licensee will be responsible for paying those taxes and duties.



 


		13.6	Notices – All notices to be sent to OUI under this agreement must indicate the OUI Project
 No set out on the agreement front sheet and should be sent, by post and email unless agreed otherwise in writing, until further
notice to: [****], Email: [****] and to OUSST
at [****] Email: [****]. All notices to be sent
to the Licensee under this agreement should be sent, until further notice, to the Licensee’s Contact and Address indicating the
OUI Project No.



 


		13.7	Force Majeure – If performance by either party of any of its obligations under this agreement
(not including an obligation to make payment) is prevented by circumstances beyond its reasonable control, that party will be excused
from performance of that obligation for the duration of the relevant event.



 


		13.8	Assignment – The Licensee may assign any of its rights or obligations under this agreement
in whole or in part, to an Affiliate and only for so long as it remains an Affiliate and the Licensors shall at the request of the Licensee
execute a Deed of Novation to bring about that assignment. Except as provided in this clause, the Licensee may not assign any of its rights
or obligations under this agreement without the prior written consent of each of the Licensors (such consent not to be withheld or delayed
or conditioned except solely on reasonable grounds, that primarily relate to avoiding any detrimental reputational impact on the University
or the assignee having insufficient funds to fulfil the obligations of this agreement, it being acknowledged and agreed that if the assignee
is a publicly listed company with a market capitalisation equal to or in excess of [****]
it will be considered to have sufficient financial resources). If either of the Licensors assigns its rights in the Licensed Technology
to any person it shall do so expressly subject to the Licensee’s rights under this agreement.



 






     


     


    

 


		13.9	Severability – If any of the provisions of this agreement is or becomes invalid, illegal
or unenforceable, the validity, legality or enforceability of the remaining provisions will not in any way be affected or impaired. The
parties will, however, negotiate to agree the terms of a mutually satisfactory provision, achieving as nearly as possible the same commercial
effect, to be substituted for the provision found to be void or unenforceable.



 


		13.10	No Partnership etc – Nothing in this agreement creates, implies or evidences any partnership
or joint venture between the Licensors and the Licensee or the relationship between them of principal and agent.



 


		13.11	Entire Agreement – This agreement constitutes the entire agreement between the parties in
relation to the Licence to the exclusion of all other terms and conditions (including any terms or conditions which the Licensee purports
to apply under any purchase order, confirmation order, specification or other document). The Licensee has not relied on any other statements
or representations in agreeing to enter this agreement and waives all claims for breach of any warranty and all claims for any misrepresentation,
(negligent or of any other kind, unless made by OUI or OUSST fraudulently) in relation to any warranty or representation which is not
specifically set out in this agreement. Specifically, but without limitation, this agreement does not impose or imply any obligation on
the Licensors or the University to conduct development work. Any arrangements for such work must be the subject of a separate agreement
between OUSST and/or the University and the Licensee.



 


		13.12	Variation – Any variation of this agreement must be in writing and signed by authorised signatories
for both parties. For the avoidance of doubt, the parties to this agreement may rescind or vary this agreement without the consent of
any party that has the benefit of clause 13.14.



 


		13.13	Waiver – No failure or delay by either party in enforcing its rights under this agreement,
or at law or in equity will prejudice or restrict those rights. No waiver of any right will operate as a waiver of any other or later
right or breach. Except as stated to the contrary in this agreement, no right, power or remedy conferred on, or reserved to, either party
is exclusive of any other right, power or remedy available to it, and each of those rights, powers, and remedies is cumulative.



 


		13.14	Rights Of Third Parties – The parties to this agreement intend that by virtue of the Contracts
(Rights of Third Parties) Act 1999 the University and the people referred to in clause 12.4 will be able to enforce the terms of
this agreement intended by the parties to be for their benefit as if the University and the people referred to in clause 12.4 were
party to this agreement. Subject to the foregoing, this agreement does not give rise to any other rights under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this agreement.



 






     


     


    

 


		13.15	Governing Law – This agreement is governed by English Law, and the parties submit to the
exclusive jurisdiction of the English Courts for the resolution of any dispute which may arise out of or in connection with this agreement
except in relation to any action in relation to Intellectual Property Rights or Confidential Information which may be sought in any court
of competent jurisdiction.



 









     


     


    

 


AS
WITNESS this agreement has been signed by the duly authorised representatives of the parties.


 



	Signed by a director duly authorised for and on behalf of Oxford University Innovation Limited	)	 
	)	 
	)	 
	)	 
	 	 
	 	 	sign here: [****]	 
	 	 	Director



 	Signed
    by a director duly authorised for and on behalf of Oxford University (Suzhou) Science & Technology Co., Ltd	)	 
	)	 
	)	 
	)	 
	 	 	 
	 	 	sign here: [****]	 
	 	 	Director





 	Signed
    by a director duly authorised for and on behalf of Oxsed Limited	)	 
	)	 
	)	 
	)	 
	 	 	 
	 	 	sign here: [****]	 
	 	 	Director





 






     


     


    

 


Schedule 1


 


 Definitions




 


[****]


 


Schedule 2


 


Definitions
of Additional Terms


 


[****]


 


Schedule 3


 


Development
Plan


 


[****]


 


Schedule 4


 


Deed of Covenant


 


[****]


 






     


     


    

 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND
(II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.


 


[****]

Oxsed Limited

Ash Tree Farm,

Faringdon Road,

Cumnor,

Oxford,

OX2 9QX


 


General Manager,

Oxford University (Suzhou) Science & Technology Co., Ltd

Building A, 388 Ruo Shui Road,

Suzhou Industrial Park,

Jiangsu,

P.R. China, 215123


 


Direct Tel.: [****]

E-mail: [****]


 


[ ] October 2020


 


Ref: OUI Projects 17730, 17733 and 17999


 


Dear Sirs


 


Re. The
Licence Agreement between Oxford University Innovation Limited (“OUI”) between Oxford University Innovation
Limited, Oxford University (Suzhou) Science & Technology Co., Ltd (“OUSST”) and Oxsed Limited (the “Licensee”)
dated 10 June 2020 (the “Licence Agreement”).


 


This letter
(“Amendment Letter”) an amendment that OUI, OUSST and the Licensee have agreed to make to the Licence Agreement
to include a further patent application in the Licence Agreement as an Inventor Improvement.


 


Defined terms used in this Amendment Letter (unless stated to the contrary)
have the same meaning as given to them in the Licence Agreement.


 






     


     


    

 


Amendments to the Licence Agreement


 


		1.	In consideration
of reimbursement of past patent costs of ₤3,710 plus VAT incurred by OUI on OUI project 17999 that the Licensee will pay within
thirty (30) days of receiving an invoice from OUI following the Covid-19 Public Health Emergency
Period, it is agreed that:



 


		a.	Schedule 2 of the Licence Agreement is amended so that the following patent
application (the “New Application”) will be added to the Applications list:



 


“United
Kingdom Patent Application No. 2012480.6 entitled “Optimised
primer design to stablise the performance of RT-LAMP” with a filing and priority date of [****].


 


		b.	Clause 8.11 of the Licence Agreement is deleted in its entirety and replaced with:



 


“8.11
Except as expressly set out in this agreement the Licensee shall not be required to make any payments directly to OUSST in connection
with this agreement. The parties acknowledge and agree that the payments set out in this clause 8 to OUI are made by the Licensee for
the benefit of both Licensors and OUI shall pay to OUSST [****] percent ([****]%)
of Net Receipts


 


		2.	The New Application will be included in the definition of Applications and the obligation of the Licensee to reimburse OUI for all
ongoing patent costs of whatever the nature incurred by OUI in the prosecution, maintenance and renewal of the Applications in clause
5.2 of the Licence Agreement will apply to the New Application.



 


		3.	This Amendment Letter will become effective on the date of signature of the last party to sign.



 


		4.	Our respective rights and liabilities under the Licence Agreement which have accrued up to the effective date of this Amendment Letter
remain unaffected except as may be expressly stated in this Amendment Letter.



 


		5.	This Amendment Letter is supplemental to the Licence Agreement and except as specifically amended by this letter the Licence Agreement
shall continue in full force and effect in accordance with its terms.



 


		6.	This Amendment Letter is governed by the laws of England and the parties accept the exclusive jurisdiction of the English Courts in
respect of any claim or dispute arising out of or in connection with it except for injunctive relief which may be sought in any court
of competent jurisdiction.



 


Yours faithfully


 


Signed:

[****]


 


for and on behalf of Oxford University Innovation Limited.


 


	Position:	[****]	Dated:	14 October 2020 | 14:54 BST



 








    	 	2	 



     


    

 


I, [****] acting for and
on behalf of Oxsed Limited hereby agree to the contents of this letter.


 


Signed:

[****]


 


	Position:	[****]	Dated:	14 October 2020 | 07:16 PDT



 


I, [****] acting for and
on behalf of Oxford University (Suzhou) Science & Technology Co., Ltd hereby agree to the contents of this letter.


 


Signed:


 


[****]


 


	Position:	[****]	Dated:	14 October 2020 | 15:02 BST



 









    	 	3