Exhibit
10.1


 


Option
Agreement


 


This
Option Agreement (the “Agreement”) dated as of March 31, 2021 (the “Effective Date”)


 


By
and Between


 


	 	1)	Life
    Science Biosensor Diagnostics Pty Ltd., an Australian proprietary limited company having an address at Level 9, 85 Castlereagh,
    Sydney NSW 2000 Australia (“LSBD”);
	 	 	 
	 	2)	GBS
    Inc., a Delaware corporation having an office at 708 Third Avenue, 6th Floor, New York, NY 10017 (“GBS”);
    and
	 	 	 
	 	3)	BiosensX
    (North America) Inc., a company having an address at 733 3rd Ave., 16th Floor, New York, NY 10017
    (“BSX”)


 


LSBD,
GBS and BSX may each be referred to herein as a “Party” and collectively as the “Parties.”


 


RECITALS


 


WHEREAS,
LSBD owns:


 


	 	i.	technology
    related to measuring, or otherwise determining, the following: (a) the amount or concentration of glucose; (b) the existence
    of biological markers of cancer; and (c) allergy/immunology and hormones, each in a bodily fluid (e.g., saliva, blood) (each
    an “Indicator” and collectively the “Indicators”);
	 	 	 
	 	ii.	products
    (including, meters, strips, and accessories), systems, methods, processes, applications, and implementation for or of measuring
    or otherwise determining the amount or concentration and existence of each Indicator in a bodily fluid (individually and collectively,
    the “Biosensor Technology”); and
	 	 	 
	 	iii.	Proprietary
    Rights in and to Biosensor Technology (individually and collectively, the “Biosensor Proprietary Rights,”
    collectively with the Biosensor Technology, the “Biosensor IP”)


 


WHEREAS,
LSBD entered into that Technology License Agreement (“BSX Agreement”) dated September 12, 2019 BSX pursuant
to which LSBD, in part, granted a limited license to BSX the right to use, manufacture, market, offer and sell products including
using the Biosensor Technology in accordance with the terms and conditions of the BSX Agreement; and;


 


WHEREAS,
LSBD now wishes to grant, and GBS wishes to receive an exclusive option to acquire an exclusive license to use, make, have made,
market, sell and offer to sell Products under the Intellectual Property Rights in the Glucose Field in the Territory.


 






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	1.	Definitions.
    


 


	 	1.1.	“Affiliate”
    means any entity or other legal or juridical person that, directly or indirectly, controls, or is controlled by, or is under
    common control with, a Party; whereby “control” of a person or Party means direct or indirect ownership of fifty
    percent (50%) or more of the beneficial or record ownership of the outstanding shares or other ownership interests or the
    direct or indirect power to designate fifty percent (50%) or more of directors, managers, or individuals exercising authority
    in its governance; provided that, notwithstanding the foregoing, LSBD, BSX and GBS shall not be deemed to be Affiliate of
    each other under or in connection with this Agreement.
	 	 	 
	 	1.2.	“Biosensor
    IP” has the meaning set forth in the Recitals, above.
	 	 	 
	 	1.3.	“Biosensor
    Proprietary Rights” has the meaning set forth in the Recitals, above.
	 	 	 
	 	1.4.	“Biosensor
    Technology” has the meaning set forth in the Recitals, above.
	 	 	 
	 	1.5.	“BSX”
    has the meaning set forth in the Preamble, above.
	 	 	 
	 	1.6.	“BSX
    Agreement” has the meaning set forth in the Recitals, above.
	 	 	 
	 	1.7.	“BSX
    Field” means any medical use excluding the Glucose Field.
	 	 	 
	 	1.8.	“BSX
    License” has the meaning set forth in Section 2.2.3 of this Agreement.
	 	 	 
	 	1.9.	“Confidential
    Information” means any data, documentation material, and information that is owned by a Party or is disclosed, provided,
    or made available by a Party (such Party, the “Disclosing Party”) to, or directly or indirectly obtained
    from the Disclosing Party by, the other Party (the “Receiving Party”) under or in connection with this
    Agreement, other than any data, documentation, material, and information that is Non-Confidential Information.
	 	 	 
	 	1.10.	“Exercise
    Notice” has the meaning set forth in Section 2.1.2 of this Agreement.
	 	 	 
	 	1.11.	“GBS”
    has the meaning set forth in the Preamble above.
	 	 	 
	 	1.12.	“GBS
    License” has the meaning set forth in Section 2.2.2 of this Agreement.
	 	 	 
	 	1.13.	“Glucose
    Field” means the treatment or management of diabetes
	 	 	 
	 	1.14.	“Indemnitees”
    has the meaning set forth in Section 5.1 of this Agreement.
	 	 	 
	 	1.15.	“Indicator”
    or “Indicators” has the meaning set forth in the Recitals, above.
	 	 	 
	 	1.16.	“Intellectual
    Property Rights” means Patent Rights, Biosensor IP, Technology Rights, registered and unregistered designs, copyrights,
    database rights, trademarks and trade names, internet domain names, know-how and other rights of the same or similar effect
    as any of the foregoing anywhere in the Territory, in each case whether registered or not, including pending applications
    for registration of such rights, developed or acquired by LSBD.



 






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	 	1.17.	“Non-Confidential
    Information” means solely such information that, and to the extent it: (i) was known publicly, or was known by the
    Receiving Party without obligation of confidentiality or non-disclosure, at the time such Property was provided, disclosed,
    or made available or accessible by the Disclosing Party to, or obtained from the Disclosing Party by, the Receiving Party;
    or (ii) becomes known publicly thereafter through no action or fault of the Receiving Party or any of its employees, or (iii)
    is developed, created, discovered, or authored by the Receiving Party independently from this Agreement and any performance
    hereunder and independently from, and without reference to, any Confidential Information or Technology of the Disclosing Party,
    or acquired from a third party other than under a confidentiality and non-disclosure obligation; provided, however, that any
    and all.
	 	 	 
	 	1.18.	“Option
    Break Fee” means the five-hundred thousand USD that LSBD may pay to GBS in order to terminate this Agreement.
	 	 	 
	 	1.19.	“Option
    Fee” means five million USD ($5,000,000.00) to be paid by GBS to LSBD for purposes of exercising the Option granted
    herein and
	 	 	 
	 	1.20.	“Option
    Term” means two (2) calendar years from the Effective Date.
	 	 	 
	 	1.21.	“Patent
    Rights” means LSBD’s rights in the information or discoveries described in invention disclosures, or claimed
    in any patents and/or patent applications (including, without limitation, the patents and patent applications set forth in
    Schedule 1 to this Agreement), whether domestic or foreign and all divisionals, continuations, continuations-in-part, reissues,
    reexaminations or extensions of the patents and/or patent applications and any letters patent, domestic or foreign that issue
    thereon.
	 	 	 
	 	1.22.	“Permitted
    Disclosee” has the meaning set forth in Section 3.3 of this Agreement.
	 	 	 
	 	1.23.	“Permitted
    Uses” has the meaning set forth in Section 3.2 of this Agreement.
	 	 	 
	 	1.24.	“Product”
    means any product or service comprising the Intellectual Property Rights. Product includes, without limitation, any products
    relating to the Biosensor Technology as outlined in Schedule 2.
	 	 	 
	 	1.25.	“Regulatory
    Approval” means any and all marketing or regulatory approvals necessary to market and sell a Product in a jurisdiction
    in the Territory.
	 	 	 
	 	1.26.	“Research
    & Development Agreement” means that agreement dated December 14, 2020 entered into by and between LSBD and GBS
    pursuant to which GBS agreed to issue 3,000,000 shares of GBS’s common stock to LSBD in consideration of $2,000,000.00
    (the “Research and Development Consideration”) USD to be paid by LSBD to GBS toward the research and development
    of applications other than glucose and COVID-19 applications.



 






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	 	1.27.	“Royalty
    Year” means, for each jurisdiction in the Territory, the one year period commencing on the first day of the first
    fiscal quarter that starts after the receipt of all required Regulatory Approvals in such jurisdiction, and for the one year
    period commencing on each anniversary of such day.
	 	 	 
	 	1.28.	“Technology
    Rights” means LSBD’s rights in any technical information, know- how, processes, procedures, compositions,
    devices, methods, formulae, protocols, techniques, software, designs, drawings or data, which may not be claimed in Patent
    Rights but may be necessary for practicing the Patent Rights.
	 	 	 
	 	1.29.	“Territory”
    means North America including the United States, Mexico and Canada and their respective territories and regions.


 


	2.	Option.


 


	 	2.1.	Option.


 


	 	2.1.1.	LSBD
    hereby grants to GBS an exclusive option to acquire an exclusive license (with the right to sublicense) to use, make, have
    made, market, sell and offer to sell Products under the Intellectual Property Rights in the Glucose Field in the Territory.
	 	 	 
	 	2.1.2.	Unless
    earlier terminated in accordance with Article 6 below, GBS may exercise the Option at any time during the Option Term by providing
    written notice of its decision to exercise (“Exercise Notice”) and the issuance of the Option Fee no later
    than 30 days from such Exercise Notice.


 


	 	2.2.	Effect
    of Exercise of Option. Upon LSBD’s exercise of the option granted pursuant and subject to this Agreement:


 


	 	2.2.1.	LSBD
    and BSX will promptly, but no later than 7 days from the exercise of the Option granted herein, mutually terminate the BSX
    Agreement with respect to the Territory;
	 	 	 
	 	2.2.2.	LSBD
    and GBS will promptly, but no later than 14 days from the exercise of the Option, enter into a written license agreement (“GBS
    License”) pursuant to which LSBD shall grant GBS an exclusive license (with the right to sublicense) to develop,
    use, make, have made, market, sell and offer to sell Products under the Intellectual Property Rights in the Glucose Field
    in the Territory. Except as specifically set forth in this Agreement or otherwise mutually agreed to by LSBD and GBS, the
    terms of the GBS License shall include substantially the same terms as set forth in the BSX Agreement, provided, however,
    the GBS License shall include the following milestone payment:


 






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	 	2.2.2.1.	a
    commercialization milestone payment to the LSBD for the equivalent of 5 years royalties based upon agreed maintainable sales
    due 90 days from the end of the first Royalty Year. This is in addition to any agreed royalties payable under the GBS License.


 


	 	2.2.3.	LSBD
    and BSX will promptly, but not later than 14 days from the exercise of the Option, enter into a written license agreement
    (“BSX License”) pursuant to which LSBD shall grant BSX an exclusive license (with the right to sublicense)
    to use, make, have made, market, sell and offer to sell Products under the Intellectual Property Rights in the BSX Field in
    the Territory. Except as specifically set forth in this Agreement or otherwise mutually agreed to by LSBD and BSX, the terms
    of the BSX License shall include substantially the same terms as set forth in the BSX Agreement.
	 	 	 
	 	2.2.4.	Notwithstanding
    any terms to the contrary as may be set forth herein, any license(s) granted between the Parties with respect to Products
    for the treatment of COVID-19 in any territory in the world shall remain unchanged and unaffected by this Agreement and any
    terms set forth herein.


 


	 	2.3.	Consideration:
    In consideration for the option granted herein, GBS has completed payment of $500,000 to LSBD


 


	3.	Confidentiality


 


	 	3.1.	Obligations.
    The Receiving Party shall (a) take the same precautions to protect the confidentiality of the Confidential Information as
    it takes for its own Confidential Information, but in no event less than reasonable precautions and (b) cause any and all
    Persons to which access to the Confidential Information is given by such Receiving Party to enter into non-disclosure and
    confidentially agreements with the same terms set forth herein with regard to such Confidential Information. In the event
    that applicable law requires disclosure of any Confidential Information, the disclosure of such Confidential Information shall
    be subject to the following provisions of this Section 3.1. If the Receiving Party or any employee, agent or contractor is
    requested under, or required by, law to disclose any Confidential Information of the Disclosing Party, the Receiving Party
    shall provide the Disclosing Party with prompt notice of such request or requirement and reasonably assist the Disclosing
    Party with seeking an appropriate protective order or other remedy as decided by the Disclosing Party. If such protective
    order or other remedy is not obtained, or to the extent that the Disclosing Party waives compliance with the terms of this
    Agreement, the Receiving Party or any Permitted Disclosee (as defined below) will disclose only such of the Confidential Information
    it is legally required to disclose and will use its best efforts to ensure that all Confidential Information so disclosed
    will be accorded confidential treatment.



 






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	 	3.2.	Permitted
    Use. The Receiving Party may use, copy, reproduce, and utilize any Confidential Information that is provided or made accessible
    by the Disclosing Party to the Receiving Party as necessary for such Receiving Party to perform any obligations or other activities
    of the Receiving Party, and to exercise any rights that the Receiving Party is granted or has, in or under this Agreement
    (collectively, “Permitted Uses”). For purposes of clarity, if the Receiving Party is GBS or BSX, then use
    of Confidential Information for purposes of determining whether to exercise the option granted herein, shall be considered
    a Permitted Use.
	 	 	 
	 	3.3.	Permitted
    Disclosure. The Receiving Party may disclose or make available any Confidential Information of the Disclosing Party to
    any employee or contractor of such Receiving Party solely as necessary for any Permitted Use and if and while such employee
    or contractor is subject to confidentiality and non-disclosure obligations (whether pursuant to a written agreement or written
    policy) that are no less stringent than those in this Section 6 (such employee or contractor, a “Permitted Disclosee”).
	 	 	 
	 	3.4.	Prohibitions.
    Except solely to the extent expressly permitted under Section 3.2 and Section 3.3, the Receiving Party hereby agrees that
    it will not, directly or indirectly, use, copy, reproduce, utilize, disclose, provide or reveal to, or permit or give access
    to, any third party, or publish, disseminate, or distribute, any Confidential Information of the Disclosing Party, or any
    part thereof, in whatever form or format.
	 	 	 
	 	3.5.	This
    Agreement. This Agreement, and the terms hereof are considered Confidential Information of the Parties, provided that
    the Parties may disclose and use this Agreement: (i) in connection with receiving legal or financial advice from a contractor
    that is subject to a confidentiality obligation regarding this Agreement; (ii) any assertion or enforcement of any right or
    remedy under or related to this Agreement; or (iii) if and to the extent required by law upon compliance with Section 3.1.
	 	 	 
	 	3.6.	On
    Request. On the request of the Disclosing Party, the Receiving Party must: (i) cease all use of the Confidential Information
    of the other party; (ii) destroy or delete all records and copies of the Confidential Information in its possession; (iii)
    return to the other party all other Confidential Information of the other party in its possession (including all copies of
    the same); and (iv) provide to the other party a written certificate confirming compliance with the requirements of this Section
    3.6, provided that each party may retain one copy of the Confidential Information of the other party to the extent required
    by law or for use solely in the event of a dispute arising out of this agreement. In complying with this clause, the Receiving
    Party shall not be required to destroy any copies of the Confidential Information which are maintained in electronic form
    in back-up tapes, servers, or other sources as a result of the Receiving Party’s normal back-up procedures for electronic
    data, provided that provided that such copies are: (v) collected under the Receiving Party’s usual back-up processes;
    (vi) are not readily accessible by the Receiving Party; and (vii) no attempt is made to recover such Confidential Information
    from the back-up tapes, servers or other sources (except for legal or compliance purposes).


 


	4.	Representations
    & Warranties. 


 


	 	4.1.	Mutual
    Representations and Warranties. Each Party hereby represents and warrants that:


 


	 	4.1.1.	it
    has the authority to enter into this Agreement;



 






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	 	4.1.2.	it
    is not a party to any agreement of any kind that will or may prevent such Party from entering into or performing its obligations
    under this Agreement;
	 	 	 
	 	4.1.3.	the
    execution, delivery and performance of this Agreement by such Party has been duly and properly authorized by all necessary
    corporate actions, and this Agreement constitutes the valid and binding obligation of such Party;
	 	 	 
	 	4.1.4.	it
    will engage in any activities under this Agreement in a professional, good and workmanlike manner in compliance with all applicable
    law;
	 	 	 
	 	4.1.5.	the
    parties will make good faith efforts to enter into the BSX License and GBS License and, except as specifically set forth in
    this Agreement or otherwise mutually agreed to by the Parties, the terms of the BSX License and GBS License shall include
    subdstantially the same terms as set forth in the BSX Agreement.


 


	 	4.2.	GBS’s
    & BSX’s Representations and Warranties. Each of GBS and BSX hereby represent and warrants that during the Option
    Term it will not, directly or indirectly, challenge or contest LSBD’s ownership or rights in or to, or the validity
    or enforceability of, any Patent Rights, or assist or support any third party making such claim, challenge, or contest, that
    it will perform all activities under this Agreement without disclosing, deliberately or inadvertently, any confidential information
    of a third party or misappropriating or violating any third party’s property or right. The


 


	 	4.3.	LSBD’s
    Representations and Warranties. LSBD hereby represents and warrants that:


 


	 	4.3.1.	it
    is the legal and beneficial owner of all Intellectual Property Rights and will continue to be the legal and beneficial owner
    of all Intellectual Property Rights free of any and all encumbrances through the Option Term;
	 	 	 
	 	4.3.2.	GBS’s
    exercise of the option granted herein will not violate any third party’s property or rights in respect to the Intellectual
    Property Rights;
	 	 	 
	 	4.3.3.	To
    LSBD’s knowledge, no Person is infringing, misappropriating or otherwise violating the Intellectual Property Rights
    and LSBD has not made or threatened in writing any claims that any Person has infringed, misappropriated or otherwise violated
    any Intellectual Property Rights;
	 	 	 
	 	4.3.4.	LSBD
    has obtained from its employees, agents, consultants, contractors and other applicable Persons all written assignments of
    all rights in the Intellectual Property Rights developed by such Persons within the scope of their employment or engagement,
    as applicable and that no such Person has retained any ownership rights with respect to such created Intellectual Property
    Rights, including any ownership or other rights, license, claim or interest whatsoever in or with respect t any Intellectual
    Property Rights.


 






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	5.	Liabilities.


 


	 	5.1.	Indemnity.
    LSBD hereby agrees to defend, indemnify and hold harmless GBS, its Affiliates and their respective officers, directors, employees
    and agents (collectively, “Indemnitees”) from and against any and all claims, actions, suits, litigations,
    demand, allegations, arbitrations, proceedings, judgments, orders, damages, losses, liabilities, injuries, costs, expenses
    (including, without limitation, reasonable attorney’s fees and witness and other defense costs), settlement and other
    payment obligations of any Indemnitee arising from or in connection with any third-party claims (“Claims”) arising
    from or related to LSBD’s breach of this Agreement, including without limitation, breach of any representation and warranty.
	 	 	 
	 	5.2.	Indemnification
    Procedure. A Party seeking indemnification shall give the indemnifying party prompt notice of any Claim served upon it
    or which the indemnified party has or should have knowledge of, and of any events that might give rise to such Claim, and
    shall fully cooperate with the indemnifying party and its legal representatives in the investigation, defense and settlement
    of any matter that is the subject of indemnification, and shall provide the indemnifying party with a right to seek, and shall
    cooperate with the indemnifying party in seeking, Claims against any third party to recover from that third party damages
    or other remedies related to the matters for which the indemnification obligations are incurred. The Parties shall not unreasonably
    withhold their approval of the settlement of any Claim by this indemnification obligation, provided that: (i) no settlement
    or compromise may be effected without the prior written consent of the indemnified party unless (a) there is no finding or
    admission of law or any rights of the indemnified party and no effect on any other Claim that may be made against the indemnified
    party, (b) the sole relief provided in monetary damages that are paid in full by the indemnifying party, and (c) the compromise
    or settlement includes, as an unconditional term thereof, a full release from all liability from the claimant or plaintiff
    to the indemnified party and (ii) the indemnified party shall have no liability with respect to any compromise or settlement
    effected without its written consent.


 


	6.	Term
    and Termination


 


	 	6.1.	Termination
    by LSBD. LSBD may only terminate this Agreement upon written notice to GBS and BSX, and the following conditions have
    been met:


 


	 	6.1.1.	GBS
    has failed to issue the Option Fee within 30 days of LSBD’s receipt of the Exercise Notice; or
	 	 	 
	 	6.1.2.	LSBD
    has matched the contribution paid by GBS into BSX as of the date termination of this Agreement is sought, including but not
    limited to (i) money and resources provided by GBS to BSX for the purpose of funding research, development, asset acquisitions,
    overhead and other costs of BSX reasonable incurred in relation to BSX activities; (ii) share capital in BSX or its subsidiary(ies);
    (iii) loans to BSX or its subsidiary(ies); and (iv) amount paid pursuant to invoices issued by BSX or its subsidiaries to
    GBS for the purpose of funding research, development, asset acquisitions, overhead and other costs of BSX reasonable incurred
    in relation to BSX activities; or



 






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	 	6.1.3.	LSBD
    has completed payment of the Research & Development Contribution under the Research & Development Agreement; and


 


	 	6.1.4.	LSBD
    has completed payment of the Option Break Fee.


 


	 	6.2.	Effect
    of Termination. If this Agreement is terminated by GBS or LSBD or expires without the exercise of the Option granted herein,
    the BSX structure with its share allotments to LSBD and GBS continues and the licenses to BSX from LSBD, including the BSX
    License, shall continue and remain unaffected.
	 	 	 
	 	6.3.	Expiration.
    This Agreement shall automatically terminate upon the expiration of the Option Term.


 


	7.	Miscellaneous.


 


	 	7.1.	Remedies;
    Injunctive Relief. The Parties recognize that, in the event of any breach or anticipated breach of any provisions in Sections
    2, 3, and/or 4, the non-breaching party’s right to damages may not be sufficient to avoid, prevent, or compensate such
    non-breaching party for any harm arising from such breach. Therefore, the Parties expressly agrees that the non-breaching
    party is entitled to seek injunctive relief or specific performance, without need or obligation to post any bond, to enforce
    any right, license, obligation, agreement, covenant, term and condition in or under Sections 2, 3, and/or 4, in addition to
    any other rights and remedies available to Licensor, including, without limitation, any damages, all as the non-breaching
    party may elect in its sole discretion.
	 	 	 
	 	7.2.	Relationship
    of the Parties. The Parties agree that they are independent contractors and will always represent themselves to any third
    parties only as an independent contractor. The Parties are not, and nothing in this Agreement shall be interpreted that the
    Parties are, partners, joint venturers, co-owners or otherwise participants in a joint or common undertaking. The employees
    or agents of one Party are not, and shall not be construed to be, employees or agents of the other Party, and such other Party
    shall not be liable for, have any obligations to, and may not be bound by such employees and agents of the first Party.
	 	 	 
	 	7.3.	Compliance
    with the Law. Each Party shall perform all activities and obligations under or in connection with this Agreement in accordance
    with all applicable law.
	 	 	 
	 	7.4.	Assignment.
    The Parties may not transfer this Agreement, or assign any right or delegate any responsibility or obligation under this Agreement,
    in whole or in part, without the prior written consent of the other Party. Any attempted transfer, assignment, or delegation
    in contravention of the foregoing shall be null and void.
	 	 	 
	 	7.5.	Notice.
    All notices, demands, or other communications to be given or delivered to a Party under or by reason of a provision of this
    Agreement shall be in writing and shall be deemed to have been given to such Party when: (i) delivered personally to such
    Party at, or sent to such Party by reputable express courier service (charges prepaid) to, such Party’s address set
    forth in the caption of this Agreement or another address notified hereunder in writing at least thirty (30) days before such
    notice, demand, or other communication by such Party to the other Party, addressed to the attention of (a) the CEO (or equivalent)
    if notice is to Licensee, or (b) addressed to the attention of CEO (or equivalent) if notice is to Licensor.



 






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	 	7.6.	Counterpart.
    This Agreement may be executed in one or more counterparts (any one of which may be by facsimile or PDF), all of which shall
    constitute one and the same agreement.
	 	 	 
	 	7.7.	Severability.
    If any provision of this Agreement is held to be invalid or unenforceable, the meaning of said provision will be construed,
    to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation shall save such provision,
    it will be severed from the remainder of this Agreement, as appropriate. The remainder of this Agreement shall remain in full
    force and effect unless the severed provision is essential and material to the rights or benefits received by either Party.
    In such event, the Parties will use their best efforts to negotiate, in good faith, a substitute, valid and enforceable provision
    or agreement, which most nearly effects the Parties’ intent in entering into this Agreement, as appropriate.
	 	 	 
	 	7.8.	Entire
    Agreement; Amendment; Waiver. This Agreement constitutes the entire understanding and agreement between the Parties hereto
    related to the subject matter hereof. Neither this Agreement nor any term or provision hereof may be waived, changed, discharged
    or terminated except by an instrument in writing signed by the person against whom the enforcement of any waiver, change,
    discharge or termination is sought. No modification, amendment, supplement to or waiver of any provision of this Agreement
    will be binding upon the Parties unless made in a writing identifying the relevant provisions and signed by each Party through
    its authorized representative. A failure of either Party to exercise any right provided for herein shall not be deemed to
    be a waiver of any right hereunder. Any transfer, assignment, or delegation if permitted under this Agreement shall not constitute
    any modification, amendment, variation, or extension under the immediately preceding sentence if this Agreement does not change
    as a result of such assignment (other than the identity and contact information of the assignor to the assignee).


 


***
Signature Page Follows ***


 






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IN
WITNESS WHEREOF, each Party has executed this Agreement as of the Effective Date.


 


Signed
as Accepted.


 


	Life Science Biosensor Diagnostic Pty Ltd (A.C.N 613 279 771)
	 	 	 
	 	 	 
	George
    Syrmalis – Director	 	Dated:
    March 31, 2021
	 	 	 
	 	 	 
	Con
    Tsigounis – Director	 	Dated:
    March 31, 2021
	 	 	 
	BiosensX
    (North America Inc.)	 	 
	 	 	 
	 	 	Dated:
    March 31, 2021
	George
    Syrmalis – Director & President	 	 
	 	 	 
	GBS
    Inc.	 	 
	 	 	 
	 	 	Dated:
    March 31, 2021
	Harry
    Simeonidis – Director & CEO	 	 





 






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