Exhibit 10.4


 


INDEMNIFICATION
AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT
(this “Agreement”) is made as of ____________, by and between Belite Bio, Inc, an exempted company with limited
liability duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), and __________(Passport/ID
Number ____________) (the “Indemnitee”), a [director/an executive officer] of the Company.


 


WHEREAS, the Indemnitee has
served or has agreed to serve as a director/an executive officer of the Company and in such capacity will render valuable services to
the Company; and


 


WHEREAS, in order to induce
and encourage highly experienced and capable persons such as the Indemnitee to serve as directors/an executive officer of the Company,
the Board of Directors has determined that this Agreement is not only reasonable and prudent, but necessary to promote and ensure the
best interests of the Company and its shareholders;


 


NOW, THEREFORE, in consideration
of the premises and mutual agreements hereinafter set forth, and other good and valuable consideration, including, without limitation,
the service of the Indemnitee, the receipt of which hereby is acknowledged, and in order to induce the Indemnitee to serve as a director/an
executive officer of the Company, the Company and the Indemnitee hereby agree as follows:


 


1.                 
Definitions. As used in this Agreement:


 


(a)              
“Board of Directors” shall mean the board of directors of the Company.


 


(b)              “Change
in Control” shall mean a change in control of the Company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar or successor schedule or
form) promulgated under the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (collectively, the “Act”), whether or not the Company is then subject to such reporting
requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred (irrespective of
the applicability of the initial clause of this definition) if (i) any “person” (as such term is used in Sections 13(d)
and 14(d) of the Act, but excluding any trustee or other fiduciary holding securities pursuant to an employee benefit or welfare
plan or employee share plan of the Company or any subsidiary of the Company, or any entity organized, appointed, established or
holding securities of the Company with voting power for or pursuant to the terms of any such plan) is or becomes the
 “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company’s then outstanding securities without the prior approval
of at least two-thirds of the Continuing Directors (as defined below) in office immediately prior to such person’s attaining
such interest; (ii) the Company is a party to a merger, consolidation, scheme of arrangement, sale of assets or other
reorganization, or a proxy contest, as a consequence of which Continuing Directors in office immediately prior to such transaction
or event constitute less than a majority of the Board of Directors of the Company (or any successor entity) thereafter; or (iii)
during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board of Directors
of the Company (including for this purpose any new director whose election or nomination for election by the Company’s
shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning
of such period) (such directors being referred to herein as “Continuing Directors”) cease for any reason
to constitute at least a majority of the Board of Directors of the Company.


 






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(c)              
“Disinterested Director” with respect to any request by the Indemnitee for indemnification or advancement
of expenses hereunder shall mean a director of the Company who neither is nor was a party to the Proceeding (as defined below) in respect
of which indemnification or advancement is being sought by the Indemnitee.


 


(d)             
The term “Expenses” shall mean, without limitation, expenses of Proceedings, including attorneys’
fees, disbursements and retainers, accounting and witness fees, expenses related to the preparation or service as a witness, travel and
deposition costs, expenses of investigations, judicial or administrative proceedings and appeals, amounts paid in settlement of a Proceeding
by or on behalf of the Indemnitee, costs of attachment or similar bonds, any expenses of attempting to establish or establishing a right
to indemnification or advancement of expenses, under this Agreement, the Company’s Memorandum of Association and Articles of Association
as currently in effect (the “Articles”), applicable law or otherwise, and reasonable compensation for time spent
by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which the
Indemnitee is not otherwise compensated by the Company or any third party. The term “Expenses” shall not include the amount
of judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are actually
levied against or sustained by the Indemnitee to the extent sustained after final adjudication.


 


(e)              
The term “Independent Legal Counsel” shall mean any firm of attorneys reasonably selected by the
Board of Directors of the Company, so long as such firm has not represented the Company, the Company’s subsidiaries or affiliates,
the Indemnitee, any entity controlled by the Indemnitee, or any party adverse to the Company, within the preceding five (5) years. Notwithstanding
the foregoing, the term “Independent Legal Counsel” shall not include any person who, under applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine
the Indemnitee’s right to indemnification or advancement of Expenses under this Agreement, the Company’s Articles, applicable
law or otherwise.


 


(f)               
The term “Proceeding” shall mean any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, or any other proceeding (including, without limitation, an appeal therefrom), formal or informal,
whether brought in the name of the Company or otherwise, whether of a civil, criminal, administrative or investigative nature, and whether
by, in or involving a court or an administrative, other governmental or private entity or body (including, without limitation, an investigation
by the Company or its Board of Directors), by reason of (i) the fact that the Indemnitee is or was a director/an executive officer of
the Company, or is or was serving at the request of the Company as an agent of another enterprise, whether or not the Indemnitee is serving
in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under
this Agreement, (ii) any actual or alleged act or omission or neglect or breach of duty, including, without limitation, any actual or
alleged error or misstatement or misleading statement, which the Indemnitee commits or suffers while acting in any such capacity, or
(iii) the Indemnitee attempting to establish or establishing a right to indemnification or advancement of Expenses pursuant to this Agreement,
the Company’s Articles, applicable law or otherwise.


 






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(g)              
The phrase “serving at the request of the Company as an agent of another enterprise” or any similar
terminology shall mean, unless the context otherwise requires, serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other
enterprise, foreign or domestic. The phrase “serving at the request of the Company” shall include, without limitation, any
service as a director/an executive officer of the Company which imposes duties on, or involves services by, such director/an executive
officer with respect to the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans, such plan’s
participants or beneficiaries or any other enterprise, foreign or domestic. In the event that the Indemnitee shall be a director, officer,
employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan
or other enterprise, foreign or domestic, 50% or more of the ordinary shares, combined voting power or total equity interest of which
is owned by the Company or any subsidiary or affiliate thereof, then it shall be presumed conclusively that the Indemnitee is so acting
at the request of the Company.


 


2.                 
Services by the Indemnitee. The Indemnitee agrees to serve as a director of the Company under the terms of the Indemnitee’s
agreement with the Company for so long as the Indemnitee is duly elected and qualified, appointed or until such time as the Indemnitee
tenders a resignation in writing or is removed as a director; provided, however, that the Indemnitee may at any time and for any reason
resign from such position (subject to any other contractual obligation or other obligation imposed by operation of law).


 


3.                 
Proceeding Other Than a Proceeding by or in the Right of the Company. The Company shall indemnify the Indemnitee if
the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by
or in the right of the Company), by reason of the fact that the Indemnitee is or was a director/an executive officer of the Company, or
is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or
penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred
by the Indemnitee in connection with such a Proceeding, to the fullest extent permitted by applicable law; provided, however, that any
settlement of a Proceeding must be approved in advance in writing by the Company (which approval shall not be unreasonably withheld).


 






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4.            Proceedings
by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened
to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its
favor by reason of the fact that the Indemnitee is or was a director/an executive officer of the Company, or is or was serving at
the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and
excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the
Indemnitee in connection with such a Proceeding, to the fullest extent permitted by applicable law, if the Indemnitee acted in good
faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the
case of a criminal Proceeding, had no reasonable cause to believe that the conduct involved was unlawful; except that no
indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been
adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the
performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.


 


5.                 
Indemnification for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision
of this Agreement (except as set forth in subparagraph 9(a)hereof), and without a requirement for determination as required by Paragraph
8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating
to (i) the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans or such plan’s participants
or beneficiaries or (ii) anything done or not done by the Indemnitee as a director/an executive officer of the Company or in connection
with serving at the request of the Company as an agent of another enterprise, or (b) has been successful, in whole or in part, in defense
of any Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding
without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law.
If the Indemnitee has been wholly unsuccessful in defense of any Proceeding or in defense of any claim, issue or matter therein, the Indemnitee
shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the extent the
Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the
Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that the conduct involved was unlawful.


 


6.                  Partial
Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a
portion of the Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or
welfare plan, which are actually and reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of
any Proceeding, but not, however, for the total amount of the Indemnitee’s Expenses, judgments, fines, interest or penalties,
or excise taxes assessed with respect to any employee benefit or welfare plan, then the Company shall nevertheless indemnify the
Indemnitee for the portion of such Expenses, judgments, fines, interest penalties or excise taxes to which the Indemnitee is
entitled.


 






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7.                 
Advancement of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company
in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable
law; provided, however, that the Indemnitee shall set forth in such request reasonable evidence that such Expenses have been incurred
by the Indemnitee in connection with such Proceeding, a statement that such Expenses do not relate to any matter described in subparagraph
9(a) of this Agreement, and an undertaking in writing to repay any advances if it is ultimately determined as provided in subparagraph
8(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement.


 


8.                 
Indemnification Procedure; Determination of Right to Indemnification.


 


(a)              
Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim
for indemnification or advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company
of the commencement thereof in writing. The omission to so notify the Company will not relieve the Company from any liability which the
Company may have to the Indemnitee under this Agreement unless the Company shall have lost significant substantive or procedural rights
with respect to the defense of any Proceeding as a result of such omission to so notify.


 


(b)             
The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable
law, for indemnification pursuant to this Agreement and shall be absolutely entitled to such indemnification, unless a determination is
made that the Indemnitee has not met such standards by a court of competent jurisdiction.


 


(c)               If
a claim for indemnification or advancement of Expenses under this Agreement is not paid by the Company within thirty (30) days after
receipt by the Company of written notice thereof, the rights provided by this Agreement shall be enforceable by the Indemnitee in
any court of competent jurisdiction. Such judicial proceeding shall be made de novo. The burden of proving that indemnification or
advances are not appropriate shall be on the Company. Neither the failure of the directors or shareholders of the Company or
Independent Legal Counsel to have made a determination prior to the commencement of such action that indemnification or advancement
of Expenses is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual
determination by the directors or shareholders of the Company or Independent Legal Counsel that the Indemnitee has not met the
applicable standard of conduct shall be a defense to an action by the Indemnitee or create a presumption for the purpose of such an
action that the Indemnitee has not met the applicable standard of conduct. The termination of any Proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (i) create a presumption
that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in the best interests of the
Company and/or its shareholders, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe
that his conduct was unlawful or (ii) otherwise adversely affect the rights of the Indemnitee to indemnification or advancement of
Expenses under this Agreement, except as may be provided herein. The Company further agrees to stipulate in any such judicial
proceeding that the Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the
contrary.


 






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(d)             
The Company’s obligations to indemnify the Indemnitee hereunder are primary in nature as to any other right to indemnification
that the Indemnitee may be entitled to.  The Company shall process Indemnitee’s request for indemnification or advancement
for Expenses immediately in accordance with the procedures set out herein and shall not decline a claim from the Indemnitee on the basis
that the Indemnitee may have the right to seek indemnification under arrangements other than those contained hereunder.


 


(e)              
If a court of competent jurisdiction shall determine that the Indemnitee is entitled to any indemnification or advancement
of Expenses hereunder, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication
(including, but not limited to, any appellate proceedings). The Indemnitee’s Expenses incurred in connection with any Proceeding
concerning the Indemnitee’s right to indemnification or advancement of Expenses in whole or in part pursuant to this Agreement shall
also be indemnified by the Company, regardless of the outcome of such a Proceeding, to the fullest extent permitted by applicable law
and the Company’s Articles.


 


(f)               
With respect to any Proceeding for which indemnification or advancement of Expenses is requested, the Company will be entitled
to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume
the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election
to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee under this Agreement for any Expenses subsequently
incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding
in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. The Indemnitee
shall have the right to employ his own counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from
the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of
counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a
conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Company shall
not in fact have employed counsel to assume the defense of a proceeding, in each of which cases the fees and expenses of the Indemnitee’s
counsel shall be advanced by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf
of the Company or as to which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and
the Indemnitee.


 






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9.                 
 Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company:


 


(a)              
To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily
by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification
under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee
in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who
or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent,
representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each
such case may be provided by the Company if the Board of Directors finds it to be appropriate;


 


(b)             
To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect
to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a
valid and collectible insurance policy carried out by the Company, except in respect of any excess beyond the amount of payment under
such insurance;


 


(c)              
To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting
of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of
the Act or similar provisions of any foreign or United States federal, state or local statute or regulation;


 


(d)             
To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect
to any employee benefit or welfare plan, for which the Indemnitee is fully indemnified by the Company otherwise than pursuant to this
Agreement;


 


(e)              
To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting
to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or
welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty;


 


(f)               
If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful;


 


(g)              
To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or


 


(h)             
To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar
obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.


 






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10.             
 Contribution in the Event of Joint Liability.


 


(a)              
To the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law, if the indemnification
rights provided for in this Agreement are unavailable to the Indemnitee in whole or in part for any reason whatsoever, in respect of any
Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding), the Company, in lieu
of indemnifying the Indemnitee, shall pay, in the first instance, the entire amount incurred by the Indemnitee, whether for judgments,
liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, without requiring the Indemnitee to contribute
to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against the Indemnitee.


 


(b)             
The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with the Indemnitee
(or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against
the Indemnitee.


 


(c)              
The Company hereby agrees to fully indemnify, hold harmless and exonerate the Indemnitee from any claims for contribution which
may be brought by officers, directors or employees of the Company (other than the Indemnitee) who may be jointly liable with the Indemnitee.


 


11.             
Continuation of Indemnification. All agreements and obligations of the Company contained herein shall continue during
the period that the Indemnitee is a director/an executive officer of the Company (or is or was serving at the request of the Company as
an agent of another enterprise, foreign or domestic), regardless of whether the Indemnitee was appointed before or after the date of this
Agreement and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that
the Indemnitee was a director/an executive officer of the Company or serving in any other capacity referred to in this Paragraph 11.


 


12.             
Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed to be exclusive
of any other rights to which the Indemnitee may be entitled under the Company’s Articles, any agreement, vote of shareholders or
vote of Disinterested Directors, provisions of applicable law, or otherwise, both as to action or omission in the Indemnitee’s official
capacity and as to action or omission in another capacity on behalf of the Company while holding such office.


 


13.             
Successors and Assigns.


 


(a)               This
Agreement shall be binding upon, and shall inure to the benefit of, the Indemnitee and the Indemnitee’s heirs, executors,
administrators and assigns, whether or not the Indemnitee has ceased to be a director/an executive officer, and the Company and its
successors and assigns. Upon the sale of all or substantially all of the business, assets or share capital of the Company to, or
upon the merger of the Company into or with, any corporation, partnership, joint venture, trust or other person, this Agreement
shall inure to the benefit of and be binding upon both the Indemnitee and such purchaser or successor person. Subject to the
foregoing, this Agreement may not be assigned by either party without the prior written consent of the other party hereto.


 






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(b)             
If the Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, the Company shall indemnify
the Indemnitee’s estate and the Indemnitee’s spouse, heirs, executors, administrators and assigns against, and the Company
shall, and does hereby agree to assume, any and all Expenses actually and reasonably incurred by or for the Indemnitee or the Indemnitee’s
estate, in connection with the investigation, defense, appeal or settlement of any Proceeding. Further, when requested in writing by the
spouse of the Indemnitee, and/or the Indemnitee’s heirs, executors, administrators and assigns, the Company shall provide appropriate
evidence of the Company’s agreement set out herein to indemnify the Indemnitee against and to itself assume such Expenses.


 


14.             
Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment
to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary
to secure such rights and to enable the Company effectively to bring suit to enforce such rights.


 


15.             
Severability. Each and every paragraph, sentence, term and provision of this Agreement is separate and distinct so that
if any paragraph, sentence, term or provision thereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity,
unlawfulness or unenforceability shall not affect the validity, unlawfulness or enforceability of any other paragraph, sentence, term
or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement may be modified by a court of
competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under
applicable law. The Company’s inability, pursuant to a court order or decision, to perform its obligations under this Agreement
shall not constitute a breach of this Agreement.


 


16.             
Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground
by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines,
interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are incurred with respect
to any Proceeding to the fullest extent permitted by any (a) applicable paragraph, sentence, term or provision of this Agreement that
has not been invalidated or (b) applicable law.


 


17.             
Interpretation; Governing Law. This Agreement shall be construed as a whole and in accordance with its fair meaning
and any ambiguities shall not be construed for or against either party. Headings are for convenience only and shall not be used in construing
meaning. This Agreement shall be governed and interpreted in accordance with the laws of the Cayman Islands without regard to the conflict
of laws principles thereof.


 






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18.             
 Amendments. No amendment, waiver, modification, termination or cancellation of this Agreement shall be effective unless
in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract
rights and may not be diminished, eliminated or otherwise affected by amendments to the Company’s Articles, or by other agreements,
including directors’ and officers’ liability insurance policies, of the Company.


 


19.             
Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the
same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other.


 


20.             
Notices. Any notice required to be given under this Agreement shall be directed to Belite Bio, Inc at 5820 Oberlin Drive,
Suite 101, San Diego, CA 92121, and to the Indemnitee at ________________________________ or to such other address as either shall designate
to the other in writing.


 


[Signatures on the
Next Page]


 






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IN WITNESS WHEREOF, the parties have executed this
Indemnification Agreement as of the date first written above.


 


	INDEMNITEE	 
	 	 
	 	 
	Name: 	 
	 	 
	Belite
    Bio, Inc	 
	 	 
	By:	                   	 
	Name:	 
	Title:	 




 


[Signature Page to the Indemnification Agreement]