Exhibit
10.7


 


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.


 


DATED
the 16th day of December 2020


 


ACCELERATE
TECHNOLOGIES PTE. LTD.


 


AND


 


CYTOMED
THERAPEUTICS PTE LTD


 





 






 


LICENCE
AGREEMENT


 








 



 


[*****]


 




    	ACCELERATE-CytoMed Therapeutics Pte Ltd LA – 16 December 2020



     


    

 


LICENCE
AGREEMENT


 


THIS
LICENCE AGREEMENT is entered into on 16th day of December 2020


 


BETWEEN


 


ACCELERATE
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 “ACCELERATE”);


 


AND


 


CYTOMED
THERAPEUTICS PTE. LTD. (UEN: 201808327H and having its place of business at 21 Bukit Batok Crescent, #17-80 WCEGA Tower, Singapore
658065 (hereinafter referred to as “CYTOMED” or ‘Licensee’)


 


ACCELERATE
and Licensee shall each be called a “Party” and collectively be referred to as the “Parties”.


 


RECITALS


 


		A.	ACCELERATE
                                            has the right to license or sub-license the technology (more particularly defined in Schedule
                                            1 (“Modified human K562 cells”) (Accelerate Ref. [*****]) and is entitled to
                                            grant the rights under this Agreement to Licensee.



 


		B.	Licensee
                                            wishes to acquire rights to license and use Modified human K562 cells, in the Field subject
                                            to the terms and conditions set forth herein.



 


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


 


		1.	Definitions



 


In
this Agreement the following terms shall have the following meanings unless otherwise required by the context: -


 


Confidential
Information means any and all proprietary or confidential information disclosed by one Party (“Discloser”) to the other
Party (“Recipient”) at any time and from time to time during the Term of this Agreement and which is expressly marked “Confidential”
or with words of similar import. Information disclosed which is not capable of being so marked shall be summarized in writing within
[*****] of such disclosure, marked “Confidential” or with words of similar import and sent to the Recipient. Subject to the
foregoing, “Confidential Information” also includes the specific terms and conditions of this Agreement and any such information
or data related to Licensee’s use of the Modified human K562 cells. Information shall not be considered confidential to the extent
that it:


 


		a.	is
                                            publicly disclosed through no fault of Recipient, either before or after it becomes known
                                            to the Discloser; or



 


		b.	was
                                            known to Recipient prior to the date of this Agreement, provided such knowledge was acquired
                                            independently and not from another party hereto (or such party’s employees); or



 


		c.	is
                                            subsequently disclosed to Recipient in good faith by a third party who has a right to make
                                            such disclosure; or



 


	 	d.	has been published by a third party as a matter of right.




 




    	1
	ACCELERATE-CytoMed Therapeutics Pte Ltd, LA _______________________________ 2020



     


    

 


Effective
Date means the date indicated at the beginning of this Agreement.


 


Affiliates
means any entity or organization that controls, is controlled by or under common control with a Party. For purposes of this Agreement
“control” means the possession, direct or indirect, of the power to direct or cause the directions of the management and
policies of an entity, whether through ownership of voting securities, by contract or otherwise. For this Agreement, ACCELERATE’s
Affiliates include the Agency for Science, Technology and Research (“A*STAR”) and all the research institutes and centers
managed and funded by A*STAR. For purposes of this Agreement, Licensee’s Affiliates comprise CytoMed Therapeutics Pte Ltd’s
related corporations (Companies Act (Cap. 50)) which as at date of this Agreement comprise CytoMed Therapeutics (Malaysia) Sdn Bhd (Reg
No.:1074609M) ; IPSCBank Pte Ltd (Reg No.: 201914822D); IPSC Depository Sdn Bhd (Reg No.: 1332047T), Puricell Lab Pte Ltd (Reg No.:202031625G)
and Advance Cancer Centre Pte Ltd (Reg No.:202003897E).


 


“Field”
means use of the Licensed Product and Modifications by Licensee solely for internal academic, research or investigation only and
to include the results of such uses in Licensee’s marketing materials. For clarification, nothing in the definition of Field will
preclude Licensee and/or its Affiliates, from using Modified human K562 cells in their own research efforts to develop new Commercial
Products (defined below), and to commercialize such new Commercial Products, but only to the extent that any products and/or services
that result from such research shall not incorporate any part of the Modified human K562 cells, and the manufacture, use, sale, or import
of such new Commercial Products would not otherwise infringe the Technology


 


“Modified
human K562 cells” means the cells and use process (more particularly defined in Schedule 1) including any derivatives thereof.


 


“Intellectual
Property” or “IP” 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 Modified human K562 cells listed in Schedule 1.


 


Modifications
mean substances created by the Licensee which contain/incorporate the Modified human K562 cells.


 


“Technology”
means the use of modified human K562 cells for use in an improved method for the ex vivo expansion of natural killer cells and T cells
using auxotrophic artificial antigen-presenting cells (Accelerate Ref: [*****] Modified human K562 cells).


 


Territory
means Singapore and Malaysia.


 


Term
means from the Effective Date, for a period of 5 years, renewable on mutual agreement on similar terms.


 


“Year”
means each period of 365 (or, in the case of a leap year, 366) days from the Effective Date and any subsequent anniversary of that date
during the Term.


 


		2.	License
                                            Terms and Conditions



 


		2.1.	Grant.
                                            ACCELERATE hereby grants to Licensee and its Affiliates in the Territory, a non-exclusive,
                                            fee bearing, royalty-free, non-transferable, non-sublicensable and revocable for cause license
                                            to use the Licensed Products in respect of the Modified human K562 cells solely in the Field
                                            and Territory during the Term.



 




    	2
	ACCELERATE-CytoMed Therapeutics Pte Ltd, LA _______________________________ 2020



     


    

 


		2.2.	Licensee
                                            agrees and acknowledges that ACCELERATE and its Affiliates retains the right to use the Licensed
                                            Products and all Modifications (without any limit in time) for any purposes. For the avoidance
                                            of doubt, all new Intellectual Property of whatever nature developed by ACCELERATE or any
                                            of its Affiliates shall be owned by ACCELERATE, its Affiliates or their lawful assignees.
                                            Nothing in this Agreement shall prejudice ACCELERATE’s right to use and to allow ACCELERATE
                                            and ACCELERATE’s Affiliates to use, further develop, license or otherwise commercialise
                                            the Licensed Products and any new Intellectual Property developed by ACCELERATE or any of
                                            its Affiliates relating to the same, as they deem fit.



 


		2.3.	Restrictions
                                            on Use. Licensee agrees on behalf of itself and its Affiliates that: -



 


		2.3.1.	The
                                            Licensed Product shall at all times remain the sole property of ACCELERATE and the ACCELERATE
                                            Affiliates, and the Licensee does not acquire any rights express or implied, in the Licensed
                                            Products,;
	 	 	 
		2.3.2.	The
                                            Licensed Product shall be used only in the Field and no other purpose.
	 	 	 
		2.3.3.	Except
                                            for Licensee’s Affiliates, and subject to the restrictions above, Licensee will not
                                            distribute or transfer the Licensed Product or sub-license the rights under this Agreement
                                            to any other person or entity or allow any other person or entity to use the Licensed Product
                                            for any purpose whatsoever without the prior written permission of ACCELERATE;
	 	 	 
		2.3.4.	The
                                            Licensed Product shall be used only in accordance with the terms of this Agreement and all
                                            applicable laws, statutes and regulations;
	 	 	 
		2.3.5.	Licensed
                                            Product shall not be used in human subjects; and
	 	 	 
		2.3.6.	subject
                                            to the Clause 2.2.2, Licensee and its Affiliates are not precluded from commercializing products
                                            or services (“Commercial Products”) that may be developed by Licensee and its
                                            Affiliates from their use of the rights granted under Clause 2.1, but only to the extent
                                            that any Commercial Products that result from such research shall not incorporate any part
                                            of the Licensed Product, and the manufacture, use, sale or import of such Commercial Products
                                            would not otherwise infringe ACCELERATE’s Intellectual Property rights in the Technology.
                                            For clarity, ACCELERATE understands that Licensee and its Affiliates’ customers may
                                            use Commercial Products for any lawful purpose without additional payment to ACCELERATE and
                                            such use(s) will not be considered a sub-license.



 


		2.4	Payments.
                                            In consideration of the license granted pursuant to Clause 2.1 above, Licensee shall
                                            pay to ACCELERATE a non-refundable payment of [*****] exclusive of goods and services tax
                                            (“License Fee”) as set out in Schedule 1 (“LICENCE FEE”) upon execution
                                            of this Agreement excluding Goods & Services Tax and any other applicable taxes, and
                                            all such taxes shall be borne by LICENSEE.



 


		2.5	Delivery.
                                            If applicable, no less than [*****] after the execution of this Agreement, ACCELERATE
                                            agrees to provide Licensee a usable form of the technology comprising Modified human K562
                                            cells to its premises at:



 


(see
Schedule 1)


 


		2.6	Term.
                                            Unless terminated earlier pursuant to Clause 7, this License shall continue in force
                                            for the duration of the Term.



 


		2.7	The
                                            Licensee shall not file any patent or other application claiming any rights over the Licensed
                                            Product or any subject of the Licensed Products. Subject to Clause 2.3.1, ACCELERATE and
                                            its Affiliates acknowledge and agree that the results of research conducted solely by Licensee
                                            and its Affiliates (without any inventive contribution by ACCELERATE or any of its Affiliates)
                                            using the Licensed Product in accordance with the terms of this Agreement, save for Modifications,
                                            will be owned by Licensee.



 


		2.8	Third
                                            Party Licenses. Nothing in this Agreement shall be construed as a grant of a license
                                            or any right by ACCELERATE or any ACCELERATEs’ Affiliates to Licensee to use any third-party
                                            Intellectual Property rights, information or other property rights. Licensee shall have sole
                                            responsibility for obtaining all rights and licenses for the use of any third-party Intellectual
                                            Property, information or other property in conjunction with Modified human K562 cells and
                                            the Licensed Products.



 




    	3
	ACCELERATE-CytoMed Therapeutics Pte Ltd, LA _______________________________ 2020



     


    

 


	3.	Licensee’s
  Obligations




 


		3.1	Compliance
                                            with Laws. Licensee agrees to comply with all applicable laws, rules and regulations
                                            in undertaking the activities contemplated under this Agreement, including obtaining any
                                            and all permits, forms or permissions that may be required for Licensee to accept delivery
                                            of Modified human K562 cells.



 


	3.2	Liability and Indemnity.




 


		3.2.1	ACCELERATE
                                            shall not be liable for any loss (howsoever arising and whether direct, consequential, incidental
                                            or special), which the Licensee and/or any of its Affiliates may suffer from the use, storage
                                            or disposal of the Modified human K562 cells and any results from use thereof, Modifications,
                                            or any Commercial Products that result from Licensee’s or its Affiliates’ research
                                            using the Modified human K562 cells.



 


		3.2.2	Licensee
                                            agrees that it shall be wholly responsible and liable for any breach, act or omission by
                                            any of its Affiliates in connection with and/or arising out of this Agreement.



 


		3.2.3	Licensee
                                            agrees to indemnify, defend and hold harmless ACCELERATE and ACCELERATEs’ Affiliates,
                                            officers, employees and scientists from and against any loss, damage, liability or expense
                                            (“Liability”) arising from (i) any claim asserted by any party as to the use
                                            of the Licensed Products and Modified human K562 cells, Modifications or any Commercial Products;
                                            or (ii) any claims otherwise for personal injury (including death) or damage to physical
                                            personal property (excluding Intellectual Property) arising from Licensee’s or its
                                            Affiliates’ use of the Licensed Products and Modified human K562 cells pursuant to
                                            this Agreement, save where such Liability is caused by the negligence or willful misconduct
                                            of ACCELERATE.



 


		3.3	Publicity.
                                            Except for the disclosure of this Agreement, including the title and the identification
                                            of the Parties which information shall not be deemed to be confidential, no disclosure of
                                            the terms of this Agreement may be made by Licensee.



 


		3.4	Use
                                            of Name. Save as set out in Clause 3.3, no party shall use the name, trademark or logo
                                            of the other party (including ACCELERATE, it Affiliates or any of their employees) in any
                                            publicity, promotion, news release or disclosure relating to this Agreement or its subject
                                            matter, without the prior written permission of the other party, except as may be required
                                            by law. Prior to being released or made, a copy of all news releases and advertising material
                                            which a party intends to release or make regarding this Agreement shall be provided to the
                                            other party for approval, which shall not be unreasonably withheld.



 


	4	Limited Warranty/Liabilities




 


		4.1	ACCELERATE
                                            hereby represents and warrants that it has full right and power to grant the rights and license
                                            described in this Agreement and to enter into this Agreement. In the event that ACCELERATE
                                            or its Affiliates receive notice of any actual or threatened action, suit, inquiry or investigation
                                            or declaratory judgment action that questions or threatens validity of any of its Intellectual
                                            Property rights in the Licensed Products, ACCELERATE agrees to promptly notify Licensee.



 


		4.2	ACCELERATE
                                            MAKES NO OTHER WARRANTIES CONCERNING THE LICENSED PRODUCTS,
                                            MODIFICATIONS, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY
                                            OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR AS TO RELIABILITY, ACCURACY,
                                            VALIDITY OR OTHERWISE OF THE LICENSED PRODUCS AND Modified
                                            human K562 cells. ACCELERATE MAKES NO WARRANTY OR REPRESENTATION AS TO THE VALIDITY
                                            OR SCOPE OF THE LICENSED PRODUCS AND Modified human
                                            K562 cells, OR THAT USE OF THE LICENSED PRODUCS 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 LICENSED PRODUCT COVERED
                                            BY THIS AGREEMENT.



 




    	4
	ACCELERATE-CytoMed Therapeutics Pte Ltd, LA _______________________________ 2020



     


    

 


		4.3	ACCELERATE
                                            shall not be liable to Licensee by reason of any representation or the breach of any implied
                                            condition, warranty or other term or any duty at common law or under any statute, or under
                                            any express term of this Agreement for any loss, damages, costs, expenses or other claim
                                            for compensation whatsoever, whether occasioned by the negligence of ACCELERATE, its servants
                                            or agents or otherwise, which arises out of or in connection with this Agreement, or which
                                            in any way relates to the Licensed Product, or its use by Licensee. For the avoidance of
                                            doubt, in no event shall either Party be liable for consequential or incidental damages arising
                                            from breach or breaches of this Agreement.



 


		4.4	Notwithstanding
                                            anything to the contrary, ACCELERATE’ total and cumulative liability under this Agreement,
                                            however arising, shall not exceed the total sum of monies paid by Licensee to ACCELERATE.
                                            The Licensee’s total and cumulative liability under this Agreement, excluding any liability
                                            arising under Clauses 3.2.3 and 5.4, shall not exceed the total sum of monies payable by
                                            Licensee to ACCELERATE. 



 


	5	Intellectual Property Rights




 


		5.1	The
                                            Licensee acknowledges that Modified human K562 cells or Modifications are or may be the subject
                                            of a patent application not covered under the Technology. Nothing in this Agreement grants
                                            any implied or express license or right under any patents or in any know-how or trade secrets
                                            or other proprietary rights of ACCELERATE nor any rights to use the Licensed Products, or
                                            any product or process related thereto for profit-making or commercial purposes.



 


		5.2	Reservation
                                            of Rights. For the avoidance of doubt, nothing in this Agreement shall operate to prevent
                                            or prohibit A*STAR, ACCELERATE, or any research institute funded and/or managed by A*STAR
                                            from using, licensing or otherwise commercializing Modified human K562 cells.



 


		5.3	Infringement
                                            Actions. ACCELERATE shall have the right, 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 ACCELERATE. ACCELERATE may enter into settlements, stipulated judgments
                                            or other arrangements respecting such infringement, at its own expense and Licensee agrees
                                            to provide reasonable assistance which ACCELERATE may require in any litigation including
                                            the execution of all necessary legal documents.



 


		5.4	Indemnification
                                            by Licensee. Licensee will indemnify, defend and hold harmless ACCELERATE and its Affiliates,
                                            and its and their officers, directors, employees and agents (each a “ACCELERATE Indemnified
                                            Party”) from and against any liability, damage, loss, or expense (including reasonable
                                            attorneys’ fees and expenses of litigation) incurred by or imposed upon any and all
                                            ACCELERATE Indemnified Parties in connection with any third party claims, suits, actions,
                                            demands or judgments (“Claim”) for personal injury or tangible property damage
                                            relating directly to Licensee’s use of the Modified human K562 cells except to the
                                            extent that such Claim arises out of or results from the negligence, willful misconduct or
                                            breach of ACCELERATE.



 


	6	Proprietary Rights/Confidentiality 




 


		6.1	Licensee
                                            acknowledges that Modified human K562 cells may contain Confidential Information of ACCELERATE
                                            or ACCELERATE’s Affiliates and Licensee shall treat in confidence any information relating
                                            to the Modified human K562 cells or Modifications save for information that is in the public
                                            domain through no fault of their obligations herein.



 


		6.2	Return
                                            or Destruction of Confidential Information. Upon termination or expiration of this Agreement,
                                            or at any other time upon Discloser’s request, Recipient will either destroy or promptly
                                            return to Discloser any and all Confidential Information, in any tangible form, except for
                                            electronic copies of data, except that Recipient will be entitled to retain one (1) archival
                                            copy of such Confidential Information strictly for legal purposes. Recipient will use commercially
                                            reasonable efforts to destroy all copies of Discloser’s Confidential Information that
                                            are stored in electronic form, upon Discloser’s request; provided however, neither
                                            Party will not be required to destroy any computer files stored securely by such Party or
                                            its Affiliates that are: (a) created during automatic system back up; or (b) retained for
                                            legal purposes by the legal department of Recipient or its Affiliates.









 


		6.3	Notwithstanding
                                            anything to the contrary in this Agreement, where ACCELERATE is the Recipient, it is agreed
                                            that ACCELERATE may disclose all or any part of the Confidential Information to its Affiliates
                                            on the basis that ACCELERATE shall procure that such Affiliates shall also agree to treat
                                            the information as confidential.



 






    	5
	ACCELERATE-CytoMed Therapeutics Pte Ltd, LA _______________________________ 2020



     


    

 


	7	Term and Termination




 


		7.1	Term.
                                            This Agreement shall commence on the Effective Date and continue for the Term provided
                                            that it is not earlier terminated as set forth in this Clause 7.



 


		7.2	Termination
                                            by Notice. Licensee shall be entitled to terminate this Agreement at any time by giving
                                            not less than two (2) months’ written notice to ACCELERATE.



 


		7.3	ACCELERATE
                                            shall be entitled to terminate this Agreement forthwith by giving written notice to Licensee
                                            if: 



 


		7.3.1	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 it to be remedied; or



 


		7.3.2	an
                                            encumbrancer takes possession, or a receiver is appointed, of any of the property or assets
                                            of Licensee; or



 


		7.3.3	Licensee
                                            makes any voluntary arrangement with its creditors; or



 


		7.3.4	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 Licensee under this Agreement); or



 


		7.3.5	Licensee
                                            ceases, or threatens to cease, to carry on business.



 


		7.4	Rights
                                            Upon Expiration. Neither Party shall have any further rights or obligations upon the
                                            expiration of this Agreement; Provided, however, that upon such expiry, Licensee shall be
                                            required to continue to abide by its non-disclosure obligations as described in Clause 6,
                                            and its obligation to indemnify ACCELERATE as described in Clause 3.2.



 


		7.5	Rights
                                            Upon Termination. 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 nor the coming into or continuance
                                            in force of any provision hereof which is expressly or by implication intended to come into
                                            or continue in force on or after such termination. Upon termination of this Agreement, Licensee
                                            shall discontinue use of the Licensed Products, Modified human K562 cells and Modifications
                                            and shall, upon direction from ACCELERATE, return or destroy any remaining Modified human
                                            K562 cells and Modifications.



 


		7.6	Notwithstanding
                                            any provision to the contrary, Clauses 2, 3, 4, 5, 6, 7.5, 7.6 and 8 shall survive termination
                                            of this Agreement.



 


		8.	ARBITRATION
                                            AND APPLICABLE LAW



 


		8.1	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 authorized 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 Center 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 Center under its rules if the parties cannot otherwise
                                            agree upon an arbitrator. 



 


		8.2	The
                                            laws of the Republic of Singapore shall apply to the whole of this Agreement, and each party
                                            agrees to submit to the non-exclusive jurisdiction of the Singapore courts.



 




    	6
	ACCELERATE-CytoMed Therapeutics Pte Ltd, LA _______________________________ 2020



     


    

 


	9.	GENERAL PROVISIONS 




 


		9.1	Assignment.
                                            This Agreement is personal to Licensee, which shall not be entitled to assign this Agreement,
                                            nor any rights granted hereunder to any person without the prior written consent of ACCELERATE.



 


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



 


		9.3	Severability.
                                            Should any one or more of the provisions of this Agreement be held invalid or unenforceable
                                            by a court of competent jurisdiction, it shall be considered severed from this Agreement
                                            and shall not serve to invalidate the remaining provisions thereof. The parties shall make
                                            a good faith effort to replace any invalid or unenforceable provision with a valid and enforceable
                                            one such that the objectives contemplated by them when entering this Agreement may be realized.



 


		9.4	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.



 


		9.5	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 airmail, postage prepaid, or by fax,
                                            charges prepaid, or by overnight courier, postage prepaid and shall be forwarded to the respective
                                            addresses set forth below unless subsequently changed by written notice to the other party:



 


	 	For
    Accelerate Technologies:	1
    Fusionopolis Way,
	 	 	#19-10
    Connexis North,
	 	 	Singapore
    138632
	 	 	Attention:
    [*****], 
	 	 	Vice
    President, Biotech BMS
	 	 	Fax
    No: +65 6463 2675
	 	 	 
	 	For
    Licensee:	See
    Schedule 1


 





Notice
shall be deemed delivered upon the earliest of (i) when it is received, (ii) three (3) days after deposit into the mail; (iii) the date
notice is sent via fax,; or (iv) the day immediately following delivery to overnight courier (except Sunday and holidays).


 


		9.6	Contracts
                                            (Rights of Third Parties). Save to give effect to the rights accruing to any of ACCELERATE’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.



 


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



 




    	7
	ACCELERATE-CytoMed Therapeutics Pte Ltd, LA _______________________________ 2020



     


    

 


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


 


	ACCELERATE
    TECHNOLOGIES Pte Ltd	 
	 	 
	By:	/s/ Authorized Signatory	 
	Date
    signed:	16
    Dec 2020	 


 


	CytoMed
    Therapeutics Pte Ltd	 
	 	 
	By:	/s/
    CHOO Chee Kong	 
	Name:	CHOO
    Chee Kong	 
	Title:	Director	 


 




    	8
	ACCELERATE-CytoMed Therapeutics Pte Ltd, LA _______________________________ 2020



     


    

 


SCHEDULE
1


 


	1.	LICENSEE
	 	 
	 	Name:
    
	 	CYTOMED
    THERAPEUTICS PTE. LTD.
	 	Address:
    21 Bukit Batok Crescent, #17-80 WCEGA Tower, Singapore 658065.
	 	Company Registration No.: UEN: 201808327H.
	 	Addressee
    for communications:
	 	Tel:
    [*****]
	 	 
	 	This
    license agreement is applicable to Licensee and its Affiliates. 
	 	 
	2.	Field
    of use
	 	 
	 	Research
    use of Modified K562 for the expansion of immune cells from human blood. 
	 	 
	3.	Technology
	 	 
	 	[*****]
	 	 
	4.	Licensed
    Product(s)
	 	 
	 	[*****]
	 	 
	5.	Effective
    Date
	 	 
	 	20h December 2020
	 	 
	6.	Term
	 	 
	 	5
    years extendible on request
	 	 
	7.	Territory
	 	 
	 	SINGAPORE
    AND MALAYSIA
	 	 
	8.	Licence
    Fee
	 	 
	 	(a)
    Upfront Technology Access Fee 
	 	 
	 	One-time
    fee of [*****] payable by 30 days from the effective date.
	 	 
	 	(b)
    Royalty Payment: 
	 	 
	 	[*****]
	 	 
	 	(c)
    Annual Minimum Payment:
	 	 
	 	[*****]
	 	 
	 	(d)
    Milestone Payments 
	 	 
	 	[*****]


 




    	9
	ACCELERATE-CytoMed Therapeutics Pte Ltd, LA _______________________________ 2020