Exhibit
10.3


 


 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. 


 


LICENCE
AGREEMENT


 





This
Agreement is made the first day of June 2018 between


 


EXPLOIT
TECHNOLOGIES PTE LTD (Co. Reg. No. 199503187D), a company incorporated in Singapore and having its place of business at 1 Fusionopolis
Way, #19-10 Connexis North, Singapore 138632 (hereinafter referred to as “ETPL”) of the first part; and


 


LICENSEE,
full details of which are set out in Schedule 1, of the second part.


 


RECITAL


 


	A.	ETPL
                                            has the right to license the Technology and is entitled to grant the rights under this Agreement.



 


	B.	LICENSEE
                                            wishes to acquire rights to license and use the Technology, in the Field subject to the terms
                                            and conditions herein.



 


NOW
THEREFORE, in consideration of the mutual covenants and conditions set forth herein, ETPL and LICENSEE hereby agree as follows:-


 


	1.	DEFINITIONS



 


“Confidential
Information” means all information of ETPL or ETPL’s Affiliates, including prototypes and samples, which may be disclosed
to LICENSEE at any time and from time to time during the Term of this Agreement, which may be identified or designated by ETPL as proprietary,
confidential or secret and includes information which by its nature should be proprietary, confidential or secret. The specific terms
and conditions of this Agreement shall be deemed to be Confidential Information.


 


“Confidential
Information” shall not include any information or material that is: (i) already in the possession of LICENSEE without prior
restriction; (ii) independently developed by LICENSEE; (iii) publicly disclosed by ETPL; (iv) rightfully received by LICENSEE from a
third party; (v) approved for release by written agreement with ETPL or (vi) made available by ETPL to others without restriction.


 


“Documentation”
means any user guides, instruction manuals and other documents whether in written or machine-readable form relating to the Technology.


 


“Effective
Date” means the effective date of this licence as set out in Schedule 1 of this Agreement.


 


“Enhancements”
means all new versions of, modifications, additions, improvements, upgrades and development to the Technology developed by LICENSEE.


 


“ETPL’s
Affiliates” means the Agency for Science, Technology and Research (“A*STAR”) and all the research institutes and
centres managed and funded by A*STAR.


 


“Field”
means the field of use as described in Schedule 1 of this Agreement.


 


“Intellectual
Property” means patent(s), know-how and intellectual property rights (including without limitation patents, copyrights, designs,
trade secrets, and rights in Confidential Information) worldwide arising under statutory or common law, and whether or not perfected,
and any applications of the foregoing.


 


“Licensed
Products” means the products as described in Schedule 1 of this Agreement.


 


“Patent”
refers to those patent registration/ application number(s), set out in Schedule 1 under the description of ‘Technology’,
together with any patent granted pursuant to the said application (and any granted patent(s) and application(s) claiming common priority
with or from such application).


 


“Royalties”
means the amounts payable by LICENSEE to ETPL as set out in Schedule 2.


 


“Sales
Report” means a detailed written report of sales of Licensed Products and the royalty due and payable thereon, on a product-by-product
and country-by-country basis, for the [*****]period upon which the royalty payment is based, in the format as set out in Schedule 3 to
be submitted by LICENSEE to ETPL pursuant to this Agreement.


 


“Technology”
means the technology as described in Schedule 1 of this Agreement.


 


“Term”
means the period of time as set out in Schedule 1 of this Agreement.


 


“Territory”
means the countries as set out in Schedule 1 of this Agreement.


 




    	 



    	 



    

 





	2.	GRANT





 








		2.1	ETPL
                                            hereby grants to LICENSEE an exclusive, non-sublicensable, non-transferable, revocable for
                                            cause licence to use the Technology within the Field for the Term and in the Territory to
                                            develop Enhancements and use, make, have made, manufacture, distribute, market, import, export
                                            and sell Licensed Products. Subject to ETPL’s approval, LICENSEE may request ETPL for
                                            the grant of sub-licensing rights in respect of the Technology. For the avoidance of doubt,
                                            ETPL shall be under no obligation to negotiate or grant such rights to LICENSEE, and the
                                            terms of such grant shall be subject to further agreement in writing between LICENSEE and
                                            ETPL.



 


		2.2	ETPL
                                            shall not be obliged to render any technical assistance, maintenance or support services
                                            to LICENSEE in respect of the Technology or otherwise.



 


		2.3	Any
                                            enhancements by LICENSEE shall be the property of LICENSEE, subject to any existing rights
                                            (if any) by ETPL or ETPL’s Affiliates in respect of the Technology.



 


		2.4	In
                                            order to maintain the licence granted hereunder in force, LICENSEE shall meet the commercialisation
                                            milestones set out in Schedule 1.



 


		2.5	Notwithstanding
                                            the grant of the rights pursuant to clause 2.1 above, it is agreed that ETPL and its Affiliates
                                            retain the right to use and develop the Technology solely for internal research and development
                                            purposes.



 


	3.	FINANCIAL TERMS




 


		3.1	In
                                            consideration of the rights granted pursuant to Clause 2 above, LICENSEE shall pay to ETPL:-



 


		3.1.1	the
                                            licence fee stated in Schedule 1 (“Licence Fee”);



 


		3.1.2	Royalties
                                            in accordance with the royalty scheme set out in Schedule 1 together with the Sales Reports,
                                            in the format set out in Schedule 3, subject to the Annual Minimum Payment stated in Schedule
                                            1; and



 


		3.1.3	pay
                                            to ETPL the Milestone Payments stated in Schedule 1.



 


		3.2	Time
                                            of payment shall be of the essence. If LICENSEE fails to make any payment due to ETPL, ETPL
                                            shall have the right to:



 


		3.2.1	forthwith
                                            suspend or terminate the Licence hereby granted to LICENSEE; and



 


		3.2.2	charge
                                            LICENSEE, in respect of any and all overdue payments, interest at the rate of three percent
                                            (3%) per annum above the annual prime lending rate of the Development Bank of Singapore from
                                            such date until said amount is paid in full to ETPL.



 





	4.	ACCOUNTS





 





		4.1	LICENSEE
                                            shall keep true and accurate accounts and records in sufficient detail to enable the amount
                                            of all Royalties or other sums payable under this Agreement to be determined. ETPL has the
                                            right to request for LICENSEE to submit details of its accounts and records to support the
                                            information provided in the Sales Report.



 


		4.2	ETPL
                                            may, annually and at its own cost, appoint an independent auditor to examine LICENSEE’s
                                            books and records to verify LICENSEE’s fulfilment of its obligations under this Agreement.
                                            Notwithstanding the foregoing, the cost of such audit conducted shall be borne in full by
                                            LICENSEE if any discrepancy exceeding [*****] is found in the Royalties stated.



 


		4.3	The
                                            provisions of this Clause 4 shall remain in full force and effect after the termination of
                                            this Agreement for any reasons until the settlement of all subsisting claims of ETPL under
                                            this Agreement.



 


	5.	RIGHTS IN INTELLECTUAL
  PROPERTY




 


		5.1	LICENSEE
                                            acknowledges that the Technology may contain Confidential Information of ETPL or ETPL’s
                                            Affiliates and LICENSEE shall treat in confidence any information relating to the Technology,
                                            save for information that is in the public domain through no fault of its obligations herein.



 


		5.2	LICENSEE
                                            shall take all reasonable steps, including, but not limited to, those steps taken to protect
                                            its own information, data or other tangible or intangible property that it regards as proprietary
                                            or confidential, to ensure that the Confidential Information is not disclosed or duplicated
                                            for the use of any third party, and shall take all reasonable steps to prevent its officers
                                            and employees, or any other persons having access to the Confidential Information, from disclosing
                                            or making unauthorised use of any Confidential Information, or from committing any acts of
                                            omissions that may result in a violation of this Agreement.



 


		5.3	LICENSEE
                                            shall not do anything which might bring into question ETPL or ETPL’s Affiliates’
                                            ownership of the Technology licensed by ETPL to LICENSEE under this Agreement or their validity.



 


		5.5	LICENSEE
                                            shall notify ETPL in writing as soon as practicable after it becomes aware of:-



 


		5.5.1	any
                                            actual, threatened or suspected infringement of any Intellectual Property of ETPL in respect
                                            of the Technology or any breach of confidence relating to any of the foregoing; or



 




    	 



    	 



    

 





		5.5.2	any
                                            claim brought against LICENSEE or any other person alleging that its use of the Technology
                                            infringes any Intellectual Property or other rights belonging to or alleged to belong to
                                            the claimant.



 


		5.6	ETPL
                                            or its Affiliates shall have the right but not the obligation, at its option and expense,
                                            to prosecute and defend any and all infringements provided that all damages, costs or other
                                            benefits obtained as a result belongs to ETPL.



 


		5.7	To
                                            the extent permitted by law, LICENSEE may, under its own control and expense, prosecute any
                                            third party infringement of the Technology with respect to the Licensed Products within the
                                            Field of Use and Territory, and defend infringement claims made against it, provided that
                                            LICENSEE shall not file suit against such third party infringer without prior written notice
                                            and in close consultation with ETPL. LICENSEE shall hold ETPL harmless from, and indemnify
                                            ETPL against, any costs, expenses, or liability that ETPL incurs in connection with any such
                                            action initiated by LICENSEE under this clause 5.6. LICENSEE shall not take any material
                                            action that would affect any Patent or application for the same and/or the validity of the
                                            Technology, or enter into any settlement, consent judgment, or other voluntary final disposition
                                            of any infringement action without the prior written consent of ETPL. All resulting damages,
                                            costs and monetary benefit will be the property of LICENSEE, provided however that any recovery
                                            that exceeds the costs of any infringement action will be treated as Net Sales for the purpose
                                            of Royalties. If after a reasonable period of time following actual knowledge of a third
                                            party infringement LICENSEE does not prosecute such infringement, ETPL or its Affiliates
                                            shall have the right but not the obligation to prosecute such infringement at its own cost,
                                            and any resulting monetary damages award shall be retained by ETPL.



 


		5.8	During
                                            the Term, ETPL shall bear all patent application costs and all patent costs (including those
                                            for divisional filings and grants) relating to prosecution and maintenance of the Patents
                                            licensed hereunder in Singapore, United States, up to three (3) countries in the European
                                            Patent Office, and the People’s Republic of China. Licensee shall bear all other patent
                                            application costs and all patent costs (including those for divisional filings and grants)
                                            relating to prosecution and maintenance of the Patents licensed hereunder within the Territory.
                                            Licensee shall give ETPL all reasonable assistance necessary for the prosecution and maintenance
                                            of the applications for the Patents. For the avoidance of doubt, ETPL does not warrant or
                                            represent that any patent application in respect of the Technology will be granted or that
                                            it will file applications in all or any part of the Territory in respect of the Technology,
                                            or if granted, will be valid.



 


	6.	NO WARRANTIES




 


SAVE
THAT ETPL WARRANTS THAT IT HAS FULL RIGHT AND POWER TO ENTER INTO THIS AGREEMENT, ETPL MAKES NO OTHER WARRANTIES CONCERNING THE TECHNOLOGY,
INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULR PURPOSE
OR AS TO RELIABILITY, ACCURACY, VALIDITY OR OTHERWISE OF THE TECHNOLOGY. THE TECHNOLOGY IS PROVIDED “AS IS” AND ETPL MAKES
NO WARRANTY OR REPRESENTATION AS TO THE VALIDITY OR SCOPE OF THE TECHNOLOGY, OR THAT THE TECHNOLOGY WILL BE FREE FROM INFRINGEMENT OF
PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR THAT NO THIRD PARTIES ARE IN ANY WAY INFRINGING THE TECHNOLOGY COVERED
BY THIS AGREEMENT.


 


		7.	LICENSEE’S
                                            RESPONSIBILITY 



 


LICENSEE
hereby indemnifies ETPL and ETPL’s affiliates (including A*STAR and the research institutes funded and managed by A*STAR) against
any loss, damages, costs, expenses or other claim for compensation which arises out of or in connection with this Agreement, or which
in any way relates to the Technology, or its use by LICENSEE. including any claim that LICENSEE’S use of the Technology infringes
the Intellectual Property rights of any third party, except to the extent when caused by the willful misconduct of ETPL. For avoidance
of doubt, in no event shall ETPL be liable for any incidental, consequential or special damages arising out of or related to this Agreement,
including, but not limited to, loss of business opportunity, lost profits or pure economic loss. Notwithstanding anything to the contrary,
ETPL’s total and cumulative liability under this Agreement, however arising, shall not exceed any monetary amount that LICENSEE
has actually paid to ETPL pursuant to this Agreement.


 








	8.	USE OF NAME




 


LICENSEE
shall not use the name, trademark or logo of ETPL or ETPL’s Affiliates in any publicity, promotion, news release or disclosure
relating to this Agreement, its subject matter or the sale of the Licensed Products, without the prior written permission of ETPL.


 





	9.	TERMINATION





 








		9.1	LICENSEE
                                            shall be entitled to terminate this Agreement at any time by giving no less than thirty (30)
                                            days written notice to ETPL.



 


		9.2	ETPL
                                            shall be entitled to terminate this Agreement forthwith by giving written notice to LICENSEE
                                            if:-



 


		9.2.1	LICENSEE
                                            commits any breach of this Agreement and if the breach is capable of remedy, fails to remedy
                                            it within thirty (30) days after being given a written notice containing full particulars
                                            of the breach and requiring the remedy of the breach; or



 




    	 



    	 



    

 


 


		9.2.2	An
                                            encumbrances takes possession, or a receiver is appointed, of any of the property or assets
                                            of LICENSEE; or



 


		9.2.3	LICENSEE
                                            makes any voluntary arrangement with its creditors; or



 


		9.2.4	LICENSEE
                                            goes into liquidation (except for the purpose of amalgamation or reconstruction and so that
                                            the resulting LICENSEE effectively agrees to be bound by or assume the obligations imposed
                                            on the LICENSEE under this Agreement); or



 


		9.2.5	LICENSEE
                                            ceases, or threatens to cease, to carry on business.



 


		9.3	Termination
                                            of this Agreement howsoever caused shall be without prejudice to any other right or remedy
                                            a Party may be entitled to hereunder or at law and shall not affect any accrued rights or
                                            liabilities of either Party.



 


		9.4	Upon
                                            the termination of this Agreement:



 


		9.4.1	LICENSEE
                                            shall forthwith cease to market or use, either directly or indirectly, the Licensed Products
                                            or the Technology or to use any of the Intellectual Property;



 


		9.4.2	LICENSEE
                                            shall destroy or return to ETPL all copies of the Documentation in its possession or control;
                                            and



 


		9.4.3	LICENSEE
                                            shall promptly pay all amounts due under this Agreement to ETPL immediately upon its receipt
                                            of the same and shall submit to ETPL written confirmation signed by a duly authorised officer
                                            that it has complied with such payment obligations, along with a copy of all materials reasonably
                                            necessary to support such statement.



 


		9.5	Clause
                                            4, 5, 6, 8, 9.5 and 10 shall survive the termination of this Agreement.



 





	10.	ARBITRATION
                                            AND GOVERNING LAW





 








		10.1	Any
                                            dispute among the parties arising out of or in connection with this Agreement or in the performance
                                            thereof shall in the first instance be referred to the authorised representatives of the
                                            parties for resolution. If such efforts fail, then the dispute shall be referred to binding
                                            arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International
                                            Arbitration Centre in force at such time which rules shall be deemed to be incorporated by
                                            reference into this Agreement. The Tribunal shall consist of one (1) arbitrator chosen by
                                            the Singapore International Arbitration Centre under its rules if the parties cannot otherwise
                                            agree upon an arbitrator.



 


		10.2	This
                                            Agreement shall be governed by the laws of the Republic of Singapore and each Party agrees
                                            to submit to the non-exclusive jurisdiction of the Singapore courts.



 





	11.	MISCELLANEOUS





 








		11.1	Assignment.
                                            This Agreement may not be assigned by the LICENSEE to any person without the prior written
                                            consent of ETPL.



 


		11.2	Entire
                                            Agreement. This Agreement sets forth the entire agreement and understanding between the
                                            parties as to the subject matter herein. There shall be no amendments or modifications to
                                            this Agreement, except by a written document signed by both parties.



 


		11.3	Waiver.
                                            Any delay in enforcing a party’s rights under this Agreement or any waiver as to a
                                            particular default or other matter shall not constitute a waiver of that party’s rights
                                            to the future enforcement of its rights under this Agreement, unless there is an express
                                            written and signed waiver for a particular matter for a particular period of time.



 


		11.4	Severance.
                                            If any provision of this Agreement is held by any court or other competent authority to be
                                            invalid or unenforceable, in whole or in part, the other provisions of this Agreement and
                                            the remainder of the affected provision shall continue to be valid.



 


		11.5	Injunctive
                                            relief. LICENSEE acknowledges that any breach of this Agreement may cause irreparable
                                            damage to ETPL or ETPL’s Affiliates and LICENSEE agrees that ETPL or its Affiliates
                                            shall be entitled to injunctive relief in addition to any award by the court in favour of
                                            ETPL or ETPL’s Affiliates.



 


		11.6	Notices.
                                            Any notices required by this Agreement shall be in writing, shall specifically refer to this
                                            Agreement and shall be sent by registered or certified mail and shall be forwarded to the
                                            respective addresses set forth below unless subsequently changed by written notice to the
                                            other party.



 


To
ETPL:1 Fusionopolis Way, #19-10 Connexis North, Singapore 138632


Attn:
Commercialisation Head


Fax:
64632675


To
LICENSEE: Refer to Schedule 1


 


		11.7	Contracts
                                            (Rights of Third Parties) Act. Save to give effect to the rights accruing to ETPL’s
                                            Affiliates under this Agreement, a person who is not a party to this Agreement has no right
                                            under the Contracts (Rights of Third Parties) Act Cap. 53B or otherwise to enforce any terms
                                            and conditions of this Agreement.



 


		11.8	Novation.
                                            If at any time after the Effective Date the functions and operations of ETPL are assigned,
                                            merged, transferred into or otherwise forms part of another organisation (“the New
                                            Entity”) such that the New Entity takes over the whole or substantially the whole of
                                            ETPL’s operations, then it is agreed that this Agreement may, at the option of ETPL,
                                            be novated to the New Entity which will then assume all of ETPL’s rights and obligations
                                            hereunder.



 


	12.	Use
                                            of Technology. The Technology shall be used for commercial and/or civilian purposes only.
                                            LICENSEE shall ensure that it complies with all applicable laws, rules and regulations governing
                                            the use, export and disposal of the Technology and the Licensed Products.



 











************************************************


 



    	 



    	 



    




 


IN
WITNESS HEREOF, the parties have executed this Agreement by their duly authorised representatives as of the date set forth above.


 





	SIGNED
    by	 	)/s/
    Authorized signatory
	for
    and on behalf of	 	)
	EXPLOIT
    TECHNOLOGIES PTE LTD	 	)


 


 


 


	SIGNED
    by Mr Choo Chee Kong	 	)/s/
    Choo Chee Kong
	for
    and on behalf of	 	)Title:
    Director
	Cytomed
    Therapeutics Pte Ltd	 	)


 





[*****]


 







    	 



    	 



    

 


SCHEDULE
1


 








		1.	LICENSEE



 


Name:
CytoMed Therapeutics Pte Ltd


Address:
531A Upper Cross Streeet, #04-95 Hong Lim Complex, Singapore 051531


Company
Registration No.: 201808327H


Addressee
for communications: [*****]


Email
Address: [*****]


Telephone
No.: [*****]


Fax
No.: None


 


		2.	Field
                                            of use



 


Immunotherapy
including stem cell therapy using the Techology.


 





		3.	Technology



 


Patents



 


Title:
[*****]


ETPL
Reference: [*****]


Patent
Application No:


 


Title:
[*****]


ETPL
Reference: [*****]


Patent
Application No: [*****]


 


		4.	Licensed
                                            Products



 


Immunotherapy
treatment and immunotherapeutic drugs in humans incorporating the Technology for use within the Field of Use only which incorporates
the Technology (or part thereof) or which cannot be developed, manufactured, used, sold, performed or provided without infringing ETPL’s
rights in the Technology. For the avoidance of doubt, a Licensed Product includes a complete system, which may include hardware, software,
accessories, implementation manuals and the like, or a sub-system of a complete system, incorporating the Technology (or part thereof).


 


		5.	Effective
                                            Date



 


1
June 2018


 


		6.	Term



 


The
expiry of the last to expire Patent covering the Technology


 


		7.	Territory





 





Worldwide


 


		8.	Licence
                                            Fee



 


(a)
Licence Fee:


 


[*****]


 


(b)
Royalty Payment: 


 


LICENSEE
shall pay royalties to ETPL as follows:-


 


[*****]


 




    	 



    	 



    

 


Royalties
are due and payable on a [*****] basis commencing from the Effective Date, within [*****] of the end of each calendar year on Net Sales
during the preceding year. Payment shall be made without any set off, deduction, or withholding.


 


“Net
Sales” means “Net Sales” means the total price invoiced by or on behalf of LICENSEE on all sales, distribution, disposition
or use of the Licensed Products, less:


 


(i)
Discounts including cash discounts, coupons or rebates actually allowed or granted


(ii)
Sales taxes and/or governmental tariffs imposed directly on the invoiced amount on a particular sale, all separately stated on the face
of the invoice;


 


Full
records of all deductions shall be maintained. No further or other deductions shall be allowed.


 


Subject
to the annual minimum payment (as stated in (c) below).


 


(c)
Annual Minimum Payment:


 


[*****]


 


(d)
Milestone Payments on formal approval by relevant authorities:


 


Approval
by the relevant regulatory authorities of first Clinical Trial: [*****]


Completion
of Phase 1: [*****]


Completion
of Phase 2: [*****]


Completion
of Phase 3: [*****]


 


		9.	COMMERCIALISATION
                                            MILESTONES



 


In
order to maintain the licence granted hereunder in force, Licensee shall meet the commercialisation milestones stated below:


 


Licensee
shall:


 


		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 [*****]



 










    	 



    	 



    

 


SCHEDULE
2


PAYMENT
TERMS


 


		1.	From
                                            and after the date falling twelve (12) months from the date of this Agreement, in order to
                                            maintain the licence granted hereunder in force, LICENSEE shall pay to ETPL the minimum annual
                                            royalty as set out in Schedule 1. Any percentage royalties earned and paid to ETPL
                                            pursuant to Clause 3.1.2 of this Agreement for any twelve (12) month period shall be credited
                                            against the minimum royalty payable for such period, and the payment of any shortfall between
                                            actual royalties paid and the minimum annual royalty applicable to such twelve (12) month
                                            period shall be payable to ETPL in accordance with Schedule 1.



 


		2.	All
                                            Royalties or other sums payable under this Agreement shall be paid in Singapore Dollars.



 


		3.	All
                                            payments made to ETPL hereunder shall exclude any goods and services tax, sale and use tax
                                            or any similar tariff, impost, duty, fees or assessments (including the amount of interest
                                            and penalties in connection therewith) or governmental charge. Payment shall be made in cleared
                                            funds to such bank account or in such other manner as ETPL may specify from time to time
                                            to LICENSEE, without any set-off, deduction or withholding.



 


		4.	The
                                            Parties hereby agree that ETPL’s acceptance of any purported payment of Royalties from
                                            LICENSEE shall not be deemed to be ETPL’s acceptance of the validity and accuracy of
                                            any record, statement and document in support thereof. For the avoidance of doubt, ETPL reserves
                                            the right to reject any such record, statement or document as valid or accurate subsequent
                                            to its acceptance of any purported payment of Royalties and in such event, ETPL shall have
                                            the right to recover the balance of any sums thereby found due and unpaid.



 


*************************************************************


 




    	 



    	 



    

 


SCHEDULE
3


SALES
REPORT


 


[*****]