Exhibit
10.4


 


 


ADDENDUM
TO LICENCE AGREEMENT


 


THIS
AGREEMENT is made the 1st day of Dec 2020 (“Effective Date”) 


 


Between


 


ACCELERATE
TECHNOLOGIES PTE LTD, f.k.a.EXPLOIT TECHNOLOGIES PTE LTD (Co. Reg. No. 1995053187D), a company incorporated in Singapore and having
its place of business at 1 Fusionopolis Way, #19-00 Connexis North, Singapore 138632 (hereinafter referred to as “A*ccelerate”)
; and


 


An


 


CYTOMED
THERAPEUTICS PTE LTD (Co. Reg. No. 201808327H), a company incorporated in Singapore having its place of business at 531A Upper Cross
Street, #04-95 Hong Lim Complex, Singapore 051531 (hereinafter referred to as “the Licensee”).


 


(A*ccelerate
and the Licensee shall hereinafter be referred to as “the Parties” and singularly as a “Party”.)


 


WHEREAS:


 


	A.	A*ccelerate
    and the Licensee entered into a Licence Agreement dated 1st June 2018 (“Original Agreement”).
	 	 
	B.	The
    Parties wish to vary the terms of the Original Agreement as set out below.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained in this Addendum, it is hereby agreed
as follows:


 


	1.	This
    Addendum is supplemental to the Original Agreement. Terms defined in the Original Agreement shall have the same meanings in this
    Addendum save as provided otherwise. In this Addendum, references to clauses, schedules and paragraphs shall be to clauses, schedules
    and paragraphs of this Addendum unless specified otherwise.
	 
	2.	In
    the event, and to the extent of, any inconsistency between the provisions of the Original Agreement and the provisions of this Addendum,
    the provisions of this Addendum shall prevail.
	 
	3.	Subject
    to Clause 2 above (and other than as expressly set out in this Addendum), the provisions of the Original Agreement shall apply mutatis
    mutandis to this Addendum. Save as expressly set out in this Addendum, all the provisions of the Original Agreement shall remain
    in full force and effect.
	 
	4.	Pursuant
    to Clause 2.1 of the Original Agreement, the Licensee has requested, and A*ccelerate is agreeable to, and hereby grants to the Licensee
    the right to sublicense the Technology to its Affiliated Companies only on the terms set out below:
	 
	 	4.1	A*ccelerate
    shall be informed of any such sublicences within thirty (30) days of the execution of the same; 
	 	 	 
	 	4.2	Any
    sublicence granted by the Licensee shall be on a non-exclusive basis only;


 




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	 	4.3	The
    royalty charged to sublicensees in respect of a sublicense of Technology shall not be lower than the royalty payable by the Licensee
    to A*ccelerate under the Original Agreement, and the Licensee shall furnish A*ccelerate with Sales Reports pertaining to the all
    sublicensing receipts in the form set out in Schedule 3 of the Original Agreement;
	 	 	 
	 	4.4	The
    Licensee shall ensure that there are included in the terms of any sublicence, the like obligations and undertakings on the part of
    the sublicensee as are contained in the Original Agreement (except for the right to sublicense) including (but not limited to) the
    relevant Confidentiality provisions, and shall further ensure that all sublicensees duly observe and perform the same;
	 	 	 
	 	4.5	without
    prejudice to the generality of Clause 4.4, the Licensee shall procure that each sublicensee shall enter into a confidentiality undertaking
    with the Licensee with respect to any Confidential Information of A*CCELERATE disclosed pursuant to the Original Agreement on terms
    no less stringent than in the Original Agreement;
	 	 	 
	 	4.6	The
    Licensee shall at all times indemnify and keep A*CCELERATE indemnified against all or any costs, claims, damages or expenses incurred
    by A*CCELERATE or its Affiliates or for which A*CCELERATE or its Affiliates may become liable as a result of the default or negligence
    of any sublicensee; and
	 	 	 
	 	4.7	upon
    the termination of the Original Agreement for any reason whatsoever, the sublicence may continue in force as between the Licensee
    and sublicensee or be terminated in accordance with the terms of such sublicense. In the event the Licensee ceases or demonstrates
    a clear intention to cease to carry on business, A*CCELERATE shall have the right and option to require an assignment to it or its
    nominee of each sublicence between the Licensee and each sublicensee, and in that regard all sublicences granted hereunder shall
    contain an express term permitting the assignment of the sublicence agreement to A*CCELERATE under the circumstances specified in
    this sub-Clause 4.7.
	 	 	 
	 	For
    the purposes of this Clause 4, an “Affiliated Company” shall have the same meaning as ascribed to a “related
    corporation” under the Companies Act CAP. 50.


 




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IN
WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly executed by their duly authorised representatives.


 


ACCELERATE
TECHNOLOGIES Pte Ltd


 


	By:	/s/
    Authorized Signatory	 
	Date
    signed:	10
    Nov 2020	 


 


CytoMed
Therapeutics Pte Ltd


 


	By:

    

    
	/s/
                                            CHOO Chee Kong

    

    
	 
	Name:	CHOO
    Chee Kong	 
	Title:	Director	 


 




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