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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