Exhibit
10.6


 


Pursuant
to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the
exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.


 


18
October 2022


 


Accelerate
Technologies Pte Ltd


 


1,
Fusionpolis Way,


19-00,
Connexis North,


Singapore
138632


 


Attention:
Commercial Head


 


Dear
Sirs,


 


ADDENDUM
(“3rd ADDENDUM”) TO LICENCE AGREEMENT BETWEEN EXPLOIT TECHNOLOGIES PTE LTD (N.K.A. ACCELERATE TECHNOLOGIES PTE LTD) (“LICENSOR”)
AND CYTOMED THERAPEUTICS PTE LTD (“LICENSEE”) DATED 1 JUNE 2018 (“LICENCE AGREEMENT”), AS AMENDED BY THE FIRST
ADDENDUM TO THE LICENCE AGREEMENT BETWEEN THE LICENSOR AND LICENSEE DATED 1 DECEMBER 2020 (“1ST ADDENDUM”) AND THE SECOND
ADDENDUM TO THE LICENCE AGREEMENT DATED 23 SEPTEMBER 2021 (“2nd ADDENDUM”)


 


	1.	We
    refer to the Licence Agreement, the 1st Addendum and the 2nd Addendum made between the Licensor and the Licensee
    on 1 June 2018, 1 December 2020 and 23 September 2022 respectively. Terms defined in the Licence Agreement, 1st Addendum
    and 2nd Addendum bear the same meanings when used herein.
	 	 
	2.	In
    consideration of the mutual agreements herein, it is agreed that effective as of October 18, 2022, the Licence Agreement shall be
    amended, revised and/or supplemented in the following manner:


 


	(a)	Schedule
                                            1, Paragraph 9



 


Paragraph
9 of Schedule 1 shall be revised and amended by deleting it in its entirety and replacing and substituting with the following:


 


“9
Commercialisation Milestones


 


In
order to maintain the licence granted hereunder in force, Licensee shall, in respect of either of the licensed Patents, meet the commercialization
milestones stated below.


 


	 	1.
    	Start
    Phase 1 clinical trial by [*****]
	 	 	 
	 	2.
    	Start
    Phase 2 clinical trial by [*****]
	 	 	 
	 	3.
    	Start
    Phase 3 clinical trial by [*****]
	 	 	 
	 	4.	Commercial
    sale of the Licensed Product by [*****]


 


	3.	This
    3rd Addendum is supplemental to and shall be read together with the Licence Agreement (as supplemented by the 1st
    Addendum and the 2nd Addendum). Save as amended in this 3rd Addendum, all other clauses and provisions
    in the Licence Agreement (as supplemented by the 1st Addendum and 2nd Addendum) shall remain unchanged.
	 	 
	4.	This
    letter is governed by, and shall be construed in accordance with, the laws of Singapore.


 




    	 



     


    

 


Please
confirm your agreement to the above by signing on the space below.


 


	Yours
    faithfully	 
	 	 
	/s/
    Choo Chee Kong	 
	 	 
		 


 


for
and on behalf of


 


CYTOMED
THERAPEUTICS PTE LTD


 


Name:
Choo Chee Kong





Designation:
Director


 


 





 



 


AGREEMENT
BY ACCELERATE TECHNOLOGIES PTE LTD (COMPANY NO: 199503187D)


 


We,
ACCELERATE TECHNOLOGIES PTE LTD acknowledge, accept and agree with the terms of the above.


 


	/s/
    Authorized signatory	 
	 	 
		 
	 	 
	for
    and on behalf of 	 


 


ACCELERATE
TECHNOLOGIES PTE LTD


 


Name:
[*****]


Designation:
[*****]


Date:
17 November 2022