Exhibit
10.5


 


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) would be competitively harmful if publicly disclosed.


 


23rd
September 2021


 


Accelerate
Technologies Pte Ltd


1,
Fusionpolis Way,


19-00,
Connexis North,


Singapore
138632


 


Attention:
Commercial Head





 


Dear
Sirs,


 


SECOND
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 THE LICENSEE DATED 1 DECEMBER 2020 (“1ST ADDENDUM”)


 


		1.	We
                                            refer to the Licence Agreement and the 1st Addendum made between the Licensor
                                            and the Licensee on 1 June 2018 and 1 December 2020 respectively. Terms defined in the Licence
                                            Agreement and the 1st Addendum bear the same meanings when used herein.



 


		2.	Due
                                            to the protracted, long-term effects arising from the Covid-19 pandemic, we propose to amend
                                            the Licence Agreement as detailed in this 2nd Addendum to the Licence Agreement.



 


		3.	In
                                            consideration of the mutual agreements herein, it is agreed that the Licence Agreement shall
                                            be amended, revised and/or supplemented in the following manner:



 


		(a)	Schedule
                                            1, Paragraph 3



 


Paragraph
3 of Schedule 1 shall be amended by inserting the patent application number of the patent entitled “[*****]” by inserting
after “Patent Application No:”, the following:


 


“[*****]”;





 


		(b)	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 before [*****]


2.
Start Phase 2 clinical trial before [*****]


3.
Start Phase 3 clinical trial before [*****]


4.
Commercial sale of the Licensed Product before [*****]”


 






    	 



     


    

 


		(c)	Clause
                                            5.8



 


Clause
5.8 shall be amended by inserting the following paragraph to the existing provisions thereof:


 


“Notwithstanding
anything to the contrary herein, during the Term, the Licensee shall involve itself and bear all patent application costs (including
those for divisional filings and grants) and all patent costs relating to the prosecution and maintenance of the Patents licensed hereunder
within the Territory with effect from January 2022 (or such later date as the Parties may agree in writing).”





 


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



 


		5.	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	 
	Date: 24 September 2021