Exhibit 10.17


 


LICENSE
AGREEMENT


 


 


between


 


Klydon
(PROPRIETARY) LIMITED 

(Registration Number 1997/019687/07)


 


and


 


ASP
Isotopes UK LTD

(Registration Number 14252657)


 


 


 


 


 






     


     


    

  





INDEX


 


	NO	 	CLAUSE
    HEADING	 	PAGE
	1	 	DEFINITIONS
    AND INTERPRETATION	 	1 
	1.1	 	Definitions	 	1 
	1.2	 	Interpretation	 	4 
	2	 	GRANT
    OF LICENCE	 	4 
	3	 	exclusivity
    and licence restrictions	 	4 
	4	 	DURATION	 	5 
	5	 	INTELLECTUAL
    PROPERTY RIGHTS AND IMPROVEMENTS	 	6 
	5.1	 	Intellectual
    Property Rights	 	6 
	5.2	 	Improvement	 	8 
	6	 	TECHNICAL
    INFORMATION AND QUALITY CONTROL	 	8 
	6.1	 	Technical
    Information and Assistance	 	8 
	6.2	 	Quality
    control	 	9 
	7	 	PAYMENTS	 	9 
	7.1	 	Upfront
    Payment	 	9 
	8	 	WARRANTIES,
    EXCLUSION OF LIABILITY AND INDEMNITY	 	10 
	8.1	 	Warranties	 	10 
	8.3	 	Indemnity	 	11 
	9	 	FORCE
    MAJEURE	 	12 
	10	 	TERMINATION
    OF EXCLUSIVITY	 	12 
	11	 	confidentiality
    and protection of information	 	13 
	12	 	BREACH	 	14 
	13	 	DISPUTE
    RESOLUTION	 	15 
	14	 	NOTICES
    AND DOMICILIA	 	17 
	15	 	MISCELLANEOUS
    AND WARRANTY OF AUTHORITY	 	18 
	15.1	 	Change
    of control or status	 	18 
	15.2	 	Non-
    Assignment	 	18 
	15.3	 	Warranty
    of Authority	 	19 
	15.4	 	Independent
    Advice	 	19 
	15.5	 	Implementation	 	19 
	15.6	 	Payment	 	19 
	15.7	 	Whole
    Agreement	 	19 
	15.8	 	Variation	 	19 
	15.9	 	Relaxation	 	19 
	15.10	 	Counterparts	 	19 



 






    i


     

    

 


LICENCE
AGREEMENT


 


This
Agreement is made and entered into between -


 


		(1)	Klydon
                                            Proprietary Limited of Building 46, CSIR Campus, Meiring Naude Road, Brummeria, Pretoria,
                                            0184 (Registration Number 1997/109687/07) (“Licensor”); and



 


		(2)	ASP
                                            Isotopes UK LTD of 128 City Road, London, United Kingdom, EC1V 2NX. Registration Number
                                            14252657 (“Licensee”).



 


RECITALS


 


		A.	The
                                            Licensor owns the Intellectual Property and Technology which it continues to develop, and
                                            has the right to grant a licence to use and exploit the Intellectual Property and Technology.



 


		B.	The
                                            Licensor has agreed to grant to the Licensee the exclusive and irrevocable right to use the
                                            Intellectual Property Rights and Technology in the Territory.



 


		C.	The
                                            Licensee wishes to acquire from the Licensor the exclusive and irrevocable right to use the
                                            Intellectual Property Rights and Technology to produce, distribute, market and sell Subject
                                            Isotopes.



 


Accordingly,
the Parties agree as follows:


 


		1	DEFINITIONS
                                            AND INTERPRETATION



 


		1.1	Definitions



 


In
this Agreement and the recitals, unless clearly inconsistent with or otherwise indicated by the context -


 


		1.1.1	“Agreement”
                                            means the agreement set out in this document and the appendices hereto;



 


		1.1.2	Business
                                            Day means any Saturday, Sunday or official public holiday in any jurisdiction in which
                                            either Party has its registered office;



 





		1.1.3	“Confidential
                                            Information” means all and any information or data in whatever form (including in
                                            oral, written, electronic and visual form) relating to a Party or the Technology which by
                                            its nature or content is identifiable as, or could reasonably be expected to be, confidential
                                            and/or proprietary to either Party and includes, (even if not marked as being confidential,
                                            restricted, secret, proprietary or any similar designation), any and all information in respect
                                            of the Technology;



 






    1


     

    

 


		1.1.4	“Copyright”
                                            means copyright in the Territory in respect of the Technology;



 


		1.1.5	“Designs”
                                            means any registered designs and design applications in respect of the Technology;



 


		1.1.6	“Effective
                                            Date” means immediately after the termination of the API License which is the license
                                            agreement between the Licensor and API Labs Pharmaceuticals Proprietary Limited entered into
                                            on 25 October 2013 and any sub licenses to that license;



 


		1.1.7	“Improvement”
                                            means any change, development, improvement or modification to any aspect of the Technology
                                            or any method of development of the Technology, use or application of the Technology including
                                            any change, improvement or modification which makes the Technology more efficient or adaptable
                                            or enables the Technology to be manufactured more economically or efficiently or to a higher
                                            standard;



 


		1.1.8	“Independent
                                            Auditors” means such independent auditors as may be agreed between the Licensor
                                            and the Licensee, or failing agreement within 10 (ten) business days from the date of a request
                                            by any Party for such agreement, appointed by the Executive President for the time being
                                            of the South African Institute of Chartered Accountants from one of the 4 (four) largest
                                            (based on number of partners) independent firms of auditors in South Africa at the time;



 


		1.1.9	“Intellectual
                                            Property Rights” means all existing and future proprietary rights of the Licensor
                                            relating to the Technology, whether or not such rights have been registered, including the –



 





		1.1.9.1	Copyright;



 


		1.1.9.2	Designs;



 


		1.1.9.3	Know-how;



 


		1.1.9.4	Patents;



 


		1.1.9.5	Trade
                                            Marks; and



 


		1.1.9.6	Improvements.



 


		1.1.10	“Know-how”
                                            means all information and knowledge of whatever nature relating to the approval, manufacture,
                                            distribution, marketing, use and/or sale of the Technology owned or controlled by the Licensor,
                                            including technical information, production data, drawings, specifications, engineering and
                                            scientific information, manufacturing and tooling information, testing and quality control
                                            procedures, secret processes, formulae, marketing and application information, relationship
                                            information and other Confidential Information;



 


		1.1.11	“Licensee”
                                            means ASP Isotopes South Africa (Pty) Ltd (Registration Number 2021/701779/07), a company
                                            duly registered and incorporated with limited liability in accordance with the laws of the
                                            Republic of South Africa, herein represented by Mr. Paul Mann;



 


		1.1.12	“Licensor”
                                            means Klydon (Proprietary) Limited (Registration Number 1997/109687/07), a company duly registered
                                            and incorporated with limited liability in accordance with the laws of the Republic of South
                                            Africa, herein represented by Dr Einar Ronander (ID Number 500609073088), he being duly
                                            authorised thereto;



 


		1.1.13	“Parties”
                                            means the Licensor and Licensee and “Party” shall mean either one of them
                                            as the context requires;



 


		1.1.14	“Patents”
                                            means any registered patents and patent applications in respect of the Technology;



 






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		1.1.15	“Prime
                                            Rate” means the publicly quoted basic rate of interest, compounded monthly in arrears
                                            and calculated on a 365 (three hundred and sixty five) day year irrespective of whether or
                                            not the year is a leap year, from time to time published by the Licensor’s bankers
                                            from time to time as being its prime overdraft rate, as certified by any representative of
                                            that bank whose appointment and designation it will not be necessary to prove;



 


		1.1.16	“Quarterly
                                            Period” means each period of three (3) consecutive months ending on March 31, June
                                            30, September 30, and December 31, and each successive three (3) month period thereafter
                                            except for first and the final period which may be less than three (3) months.



 


		1.1.17	“Subject
                                            Isotopes” means all isotopes produced using the Technology;



 


		1.1.18	“Technology”
                                            means the Licensor’s proprietary Aerodynamic Separation Process Technology that is able
                                            to separate isotopes;



 


		1.1.19	“Term”
                                            means a period of 999 (nine hundred and ninety nine) years, unless this Agreement is
                                            terminated in accordance with its terms;



 


		1.1.20	“Territory”
                                            means global for the development of the Technology; and globally for the distribution, marketing
                                            and sale of that Subject Isotope. All future production of the Subject Isotope will only
                                            be in countries whose governments are participating governments of the Nuclear Suppliers
                                            Group (NSG) of countries as updated from time to time;



 


		1.1.21	“
                                            Turnkey Contract ” means Contract No: KTC 1/2021 entered into between the Licensor
                                            and PDS Photonica Holdings South Africa Proprietary Limited — a contract for a turnkey
                                            molybdenum enrichment plant dated November 1, 2021; and;



 


		1.1.22	“Trade
                                            Marks” means the registered trade marks, trade mark applications and/or common law
                                            trade marks in respect of the Technology.



 






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		1.2	Interpretation



 


		1.2.1	In
                                            this Agreement and the recitals, unless clearly inconsistent with or otherwise indicated
                                            by the context -



 


		1.2.1.1	any
                                            reference to the singular includes the plural and vice versa;



 


		1.2.1.2	any
                                            reference to natural persons includes legal persons and vice versa; and



 


		1.2.1.3	any
                                            reference to a gender includes the other genders.



 


		1.2.2	Where
                                            appropriate, meanings ascribed to defined words and expressions in 1.1, shall impose substantive
                                            obligations on the Parties.



 


		1.2.3	The
                                            clause headings in this Agreement have been inserted for convenience only and shall not be
                                            taken into account in its interpretation.



 


		1.2.4	Words
                                            and expressions defined in any sub-clause shall, for the purposes of the clause of which
                                            that sub-clause forms part, bear the meanings assigned to such words and expressions in that
                                            sub-clause.



 


		1.2.5	This
                                            Agreement shall be governed by and construed and interpreted in accordance with the law of
                                            the Republic of South Africa.



 


		2	GRANT
                                            OF LICENCE



 


The
Licensor hereby gives and grants to the Licensee, which hereby accepts, an exclusive and irrevocable licence to use, develop, modify,
improve, sub contract and sub license the Intellectual Property Rights and Technology during the Term for the production, distribution,
marketing and or sale of the Subject Isotopes in the Territory.


 


		3	exclusivity
                                            and licence restrictions



 


		3.1	Exclusivity



 


The
licence granted by the Licensor under this Agreement is exclusive, such that, whilst this Agreement remains in force, the Licensor shall
not be entitled, directly or indirectly, to use, grant or otherwise license any Intellectual Property Rights and Technology rights to
any other party for use within the Territory.


 






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Licence
Restrictions


 


		3.1.1	The
                                            Licensee will not, without the prior written consent of the Licensor, use the trade names
                                            of the Licensor or Trade Marks in combination with any other trade names or trade marks,
                                            nor use trade names, symbols or letters which are confusingly similar to the trade names
                                            or Trade Marks.



 


		3.1.2	The
                                            Licensee will respect and obey all global and regional regulations governing the production
                                            of the Subject Isotopes and the development and transfer of any technology associated with
                                            the Technology..



 


		3.2	Irrevocability



 


		3.2.1	The
                                            license granted by the Licensor to the Licensee under this Agreement is irrevocable and cannot
                                            be cancelled, changed or modified without the written agreement of both Parties.



 


		4	DURATION



 


		4.1	This
                                            Agreement shall commence on the Effective Date and shall continue in full force for the Term.



 


		4.2	The
                                            duration of this Agreement shall not be affected by –



 


		4.2.1	the
                                            lapsing of one or more of the Intellectual Property Rights, whether by effluxion of time
                                            or otherwise;



 


		4.2.2	any
                                            Patent, Design Copyright or Trade Mark comprising the Intellectual Property Rights failing
                                            to proceed to grant or final prosecution or being held to be invalid; or



 





		4.2.3	any
                                            change in control or status of the Licensor or Licensee or disposition, sale, devolvement,
                                            or assignment of the Intellectual Property Rights and/or Technology.



 






    5


     

    

 


		5	INTELLECTUAL
                                            PROPERTY RIGHTS AND IMPROVEMENTS



 


		5.1	Intellectual
                                            Property Rights



 


		5.1.1	The
                                            Licensee acknowledges and agrees that the Intellectual Property Rights and Technology is
                                            and are and shall remain the sole and absolute property of the Licensor and further acknowledges
                                            that the reputational use thereof in terms of this Agreement shall enure for the benefit
                                            of the Licensor.



 


		5.1.2	The
                                            Licensee shall not anywhere in the Territory, whether during or after the Term -



 


		5.1.2.1	oppose
                                            or contest any intellectual property application by the Licensor or the ownership of the
                                            Licensor therein;



 


		5.1.2.2	dispute,
                                            contest or question the validity of the Intellectual Property Rights and Technology and shall
                                            not assist or counsel any other person to do so;



 


		5.1.2.3	directly
                                            or indirectly register the Trade Marks, or any confusingly similar trade marks, anywhere
                                            in the Territory; or



 


		5.1.2.4	directly
                                            or indirectly use any trade marks confusingly similar to the Trade Marks anywhere in the
                                            Territory.



 


		5.1.3	No
right, title or interest in and to the Intellectual Property Rights and Technology is hereby assigned except the right to use the Intellectual
Property Rights and Technology during the Term of this Agreement in the manner and subject to the terms and conditions set out in this
Agreement. The Licensor shall have no right to sell, assign, transfer, alienate, hire, lease, pledge, hypothecate, otherwise dispose
of or encumber or to reproduce the whole or  any part of the Intellectual Property Rights and Technology without the specific prior written
consent of the Licensee.





 


		5.1.4	The
                                            Licensee shall not in any way represent that it has any rights of any nature in and to the
                                            Intellectual Property Rights and Technology, other than those which it enjoys in terms of
                                            this Agreement. The Licensee shall only use the Intellectual Property Rights in respect of
                                            the Technology, as permitted by this Agreement.



 






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		5.1.5	The
                                            Licensor shall have the right from time to time to lay down in writing or otherwise reasonable
                                            standard and/or specific procedures for the use of the Intellectual Property Rights and Technology
                                            and from time to time to add to, amend, vary, supplement, change, alter or repeal such standard
                                            and/or specific procedures with the prior written consent of the Licensee.



 


		5.1.6	The
                                            Licensee shall not do or cause to be done any act or thing contesting or in any way impairing
                                            or tending to impair any part of the Licensor’s exclusive right, title and interest in and
                                            to the Intellectual Property Rights and Technology.



 


		5.1.7	The
                                            Licensee undertakes to use its reasonable endeavours to ensure that the reputation and goodwill
                                            of the Intellectual Property Rights and Technology are protected, maintained and wherever
                                            possible enhanced.



 


		5.1.8	The prosecution and/or
                                                                                                                                                                  defence of any claim in relation to the Intellectual Property Rights and Technology shall be the sole responsibility and shall be
                                                                                                                                                                  undertaken within the sole and absolute discretion of the Licensor, provided that the Licensee shall forthwith notify the Licensor
                                                                                                                                                                  of any claims or possible infringements of the Intellectual Property Rights and Technology of which the Licensee becomes aware and
                                                                                                                                                                  the Licensee shall, if required by the Licensor and at the Licensor’s cost, join with the Licensor as a party to such
                                                                                                                                                                  proceedings, and/or assist the Licensor in any such proceedings in the manner and to the extent reasonably required by the Licensor.
                                                                                                                                                                  The Licensee shall not be entitled to make any admissions of liability in regard to any such claim or to negotiate any settlement in
                                                                                                                                                                  respect thereof without the specific prior written consent of the Licensor. Notwithstanding the aforesaid, the Licensee shall be
                                                                                                                                                                  entitled to defend any claim as contemplated in this clause 5.1.8 if the Licensor fails to take any steps in relation to such claim
                                                                                                                                                                  or assert the Intellectual Property Rights and/or Technology if the Licensor fails to do so provided that any action taken by the
                                                                                                                                                                  Licensee is at its cost.



 


		5.1.9	The
                                            Licensor shall, at the Licensor’s expense maintain the Intellectual Property Rights
                                            and Technology and the Licensor shall pay all renewal fees and do such other acts as may
                                            be necessary for this purpose. Notwithstanding the aforesaid, the Licensee shall have the
                                            right to do such other acts and make any such payment and recover the payment from the Licensor
                                            if the Licensor fails to make any such payments or do such other acts. Should the Licensee
                                            wish for any aspect or right forming part of the Intellectual Property Rights and/or Technology
                                            to be protected via a patent, trade mark, copyright, design and/or like intellectual property
                                            protection, the Licensor shall do so and maintain same at the Licensee’s cost.



 


		5.1.10	Both
                                            Parties acknowledge that the objective of this Agreement is to develop and enhance the protection
                                            of the Intellectual Property Rights and the Technology. Both Parties hereby agree to use
                                            their best endeavours and take all such steps and do all such acts as are necessary toward
                                            achieving this purpose, including where appropriate, filing formal applications for the registration
                                            of the Intellectual Property Rights, monitoring and policing trade secrecy, non-disclosure
                                            or similar agreements, maintaining intellectual property registers, maintaining, facilitating
                                            and enhancing regulatory approvals and international assistance, and disclosing information
                                            to each other necessary for this purpose.



 






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		5.2	Improvement



 


If
at any time during the Term –


 


		5.2.1	the
Licensor makes, or receives the benefit of any Improvement or Know-how to the Technology, the Licensor undertakes to inform the Licensee
of such Improvement or Know-how and the Licensee may make use of such Improvement or Know-how under the provisions of this Agreement.
If such Improvement involves additions to the Know-how, such additions will also be deemed to be part of the Intellectual Property Rights
licensed in terms of this Agreement; and



 


		5.2.2	the
                                            Licensee makes any Improvement to the Technology, the Licensee will promptly inform the Licensor
                                            thereof in writing and all rights in such Improvement shall belong to the Licensee and the
                                            Licensor will assist the Licensee to obtain patent, design, trade mark, copyright and all
                                            similar forms of protection for such Improvement at the expense of the Licensee.



 


		6	TECHNICAL
                                            INFORMATION AND QUALITY CONTROL



 


		6.1	Technical
                                            Information and Assistance



 


		6.1.1	The
                                            Licensor shall on the Effective Date and during the Term supply, free of charge, to the Licensee
                                            -



 


		6.1.1.1	copies
                                            of all such documents containing technical information as may be required or necessary to
                                            enable the Licensee to use the Intellectual Property Rights and Technology for the production,
                                            distribution, marketing and or sale of the Subject Isotopes in the Territory; and



 


		6.1.1.2	such
                                            further information and Know-how relating generally to the materials, methods and processes
                                            required by the Licensor for the production, distribution, marketing and or sale of the Subject
                                            Isotopes in the Territory.



 


		6.1.2	The
                                            Licensor shall –



 


		6.1.2.1	provide,
                                            sufficient adequately skilled technical staff able to provide technical assistance to the
                                            Licensee in establishing the plant and production facilities necessary to develop the Technology
                                            and produce, distribute, market and sale of the Subject Isotopes;



 


		6.1.2.2	advise
                                            the Licensee on all matters relating to the purchase of suitable plant, machinery, tools,
                                            fixtures and fittings necessary to establish plant and production facilities;



 





		6.1.2.3	advise
                                            the Licensee on matters relating to the purchase of suitable sources of raw materials necessary
                                            for the use of the Technology;



 


		6.1.2.4	during
                                            the Term provide ongoing technical expertise, support, assistance and advice to the Licensee
                                            for the purpose of enabling the Licensee to develop the Technology and to produce, distribute,
                                            market and sale of the Subject Isotopes. The Licensor will, at the reasonable request of
                                            the Licensee make available, for such period as the Licensor in its sole reasonable discretion
                                            may determine, technical and other staff for the purposes of fulfilling the Licensor’s obligations
                                            in terms hereof;



 






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		6.1.2.5	provide
                                            the Licensee with such assistance as the Licensee may reasonably require, at no charge to
                                            the Licensee, to obtain any regulatory approvals as may be required for the Licensee to use
                                            the Intellectual Property Rights and the Technology and to produce, distribute, market and
                                            sell the Subject Isotope; and



 


		6.1.2.6	do
                                            all things and acts that are necessary to ensure that the Licensee can enjoy the full benefits
                                            of the license granted under this Agreement and transfer of Know How which shall include
                                            allowing the Licensee access to locations where the Know How and other Intellectual Property
                                            Rights and/or Technology is kept or stored and generally enabling the Licensee to enjoy those
                                            benefits through the release of any passcodes, locks, encryptions or other protection mechanisms
                                            designed to secure the Know How and to educate and provide full disclosure on how the Intellectual
                                            Property Rights and Technology can be exploited under this Agreement.



 


		6.1.3	It
                                            is expressly recorded that the Licensor shall not be responsible or liable for consequential
                                            damages or loss of profit which might arise out of the use by the Licensee of any technical
                                            information or advice furnished to the Licensee under this Agreement, unless the Licensee
                                            can prove on a balance of probabilities that the technical information or advice was wrong
                                            or misleading, and that an expert in the field would have known it to be wrong or misleading.



 





		6.2	Quality
                                            control



 


The
Licensee shall –


 


		6.2.1	use
                                            the Technology and produce, distribute and market the Subject Isotopes strictly in accordance
                                            with the specifications and quality standards from time to time prescribed by the Licensor;



 


		6.2.2	ensure
                                            that the highest standards of workmanship and material available are employed in the use
                                            of the Intellectual Property Rights and Technology for the production of the Subject Isotopes;
                                            and



 


		6.2.3	upon
                                            receipt of reasonable notice, permit the Licensor’s duly authorised representatives at all
                                            reasonable times to enter the premises where the Technology is being used, or the Subject
                                            Isotopes are being produced in order to ascertain whether the Licensor’s quality control
                                            standards are being adhered to and for this purpose will also have the right to take necessary
                                            samples of the Subject Isotopes for examination, testing and analysis.



 


		7	PAYMENTS



 


		7.1	Upfront
                                            Payment



 


		7.1.1	In
                                            consideration of the rights and licenses granted under this Agreement, the Licensee shall
                                            pay to the Licensor, concurrently with the execution of this Agreement, an initial payment
                                            of One Hundred Thousand US Dollars (US$100,000) (the “Upfront Payment”)
                                            which will be included within the payments currently being made by the Licensee to the Licensor
                                            under the Turnkey Contract. The Upfront Payment is not refundable. In addition, there will
                                            be a deferred payment of Three Hundred Thousand US Dollars (US$300,000), which will be paid
                                            over 24 months, subject to a right of set-off against any other liability owed to the Licensee
                                            by the Licensor.



 






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		8	WARRANTIES,
                                            EXCLUSION OF LIABILITY AND INDEMNITY



 


		8.1	Warranties



 


		8.1.1	The
                                            Licensor warrants that to the best of its knowledge, as at the Effective Date–



 


		8.1.1.1	it
                                            is the sole beneficial owner of the Intellectual Property Rights and Technology and that
                                            it has the right to licence the Intellectual Property Rights and Technology in the Territory;



 


		8.1.1.2	it
                                            is free to grant the licence conferred by this Agreement including that it is not prohibited
                                            by an regulation or law in granting this license and acting pursuant to this Agreement, and
                                            that it has not granted any other licence to the Intellectual Property Rights and Technology
                                            in the Territory;



 


		8.1.1.3	the
                                            Intellectual Property Rights and Technology is/are valid, enforceable and unencumbered;



 


		8.1.1.4	the
                                            Intellectual Property Rights and Technology and the use thereof does not infringe the intellectual
                                            property rights of any third party;



 


		8.1.1.5	it’s
                                            rights in and to the Intellectual Property Rights and Technology have not been contested,
                                            in whole or in part, by anyone whomsoever;



 


		8.1.1.6	it
                                            has no knowledge of any circumstances or facts that might render the Intellectual Property
                                            Rights and Technology invalid, unenforceable, or encumbered; and



 


		8.1.1.7	it
                                            has not taken any action or omitted to take any action as a result of which the Intellectual
                                            Property Rights and Technology or any part thereof could become unenforceable.



 


		8.1.2	The
                                            Licensee expressly acknowledges that under this Agreement the Licensor does not in any way
                                            warrant or guarantee either expressly or impliedly the merchantability or fitness of the
                                            Technology or the Subject Isotopes.



 






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		8.2	Exclusion
                                            of liability



 


		8.2.1	Subject
                                            to this Agreement and to the extent permitted by applicable law, the Licensor disclaims all
                                            warranties and representations not recorded in this Agreement, either express or implied
                                            with respect to the Intellectual Property Rights and Technology, including but not limited
                                            to any implied warranties of merchantability or fitness for any particular purpose.



 


		8.2.2	Save
                                            for any claim for damages arising from a breach of warranty in terms of this Agreement, and
                                            subject to clause 8.2.3, the Licensor shall not be liable for any loss or damage whatsoever
                                            or howsoever caused arising directly or indirectly in connection with the use, or licensing
                                            of the Intellectual Property Rights and Technology in any manner by the Licensee.



 


		8.2.3	Save
                                            for any claim for damages arising from a breach of warranty in terms of this Agreement, neither
                                            Party will be liable to the other Party for any indirect, special, incidental or consequential
                                            loss or damage which may arise in respect of the Intellectual Property Rights and Technology,
                                            its use or licensing or in any manner by the other Party.



 


		8.3	Indemnity



 


		8.3.1	The
                                            Licensee hereby indemnifies the Licensor against all claims, costs, damages, losses and expenses
                                            which the Licensor may suffer arising from the use of the Intellectual Property Rights and
                                            Technology by the Licensee, any breach by the Licensee of its statutory obligations or any
                                            breach by the Licensee of its obligations as set forth in clause 11.



 


		8.3.2	The
                                            Licensor hereby indemnifies and holds the Licensee harmless against all claims, costs, damages,
                                            losses and expenses which the Licensee may suffer or sustain as a direct result of any claim –



 


		8.3.2.1	against
                                            the Licensee arising as a result of the failure of any warranty given in this Agreement to
                                            be true and correct;



 






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		8.3.2.2	that
                                            the conduct of the Licensee contemplated in this Agreement has resulted in an infringement
                                            of the intellectual property rights of any third party; or



 


		8.3.2.3	that
                                            to their knowledge any third party has a prior right in respect of any of the Intellectual
                                            Property Rights.



 


		8.3.3	The
                                            Licensee undertakes that it will not continue using the Intellectual Property Rights and
                                            Technology and will cease producing, distributing, marketing and selling the Subject Isotopes
                                            where these activities will increase the potential damages which the Parties could suffer
                                            as a result of any claim against them, unless:



 


		8.3.3.1	the
                                            Licensee is obligated to do so in terms of any agreement, or



 


		8.3.3.2	the
                                            Independent Auditors confirm that the potential damages award will be less than potential
                                            profits from ongoing activities such that the risk is mitigated. The Independent Auditors
                                            shall act as experts and not as arbitrators, and their determination shall be final and binding
                                            on the Parties. The cost of the Independent Experts shall be borne equally by the Parties,
                                            or



 


		8.3.3.3	the
                                            claim is spurious as agreed between the Parties.



 


		9	FORCE
                                            MAJEURE



 


		9.1	Delay
                                            or failure to comply with or breach of any of the terms and conditions of this Agreement
                                            if occasioned by or resulting from an act of God or public enemy, fire, explosion, earthquake,
                                            perils of the sea, flood, storm or other adverse weather conditions, war declared or undeclared,
                                            civil war, revolution, civil commotion or other civil strife, riots, strikes, blockade, embargo,
                                            sanctions, epidemics, act of any government or other authority, compliance with government
                                            orders, demands or regulations, or any circumstances of like or different nature beyond the
                                            reasonable control of the Party so failing (“force majeure”),
                                            will not be deemed to be a breach of this Agreement nor will it subject either Party
                                            to any liability to the other.



 





		9.2	Should
                                            either Party be prevented from carrying out its contractual obligations by reason of force
                                            majeure lasting continuously for a period of 30 (thirty) days, the Parties will consult
                                            with each other regarding the future implementation of this Agreement. If no mutually acceptable
                                            arrangement is arrived at within a further period of 10 (ten) days after the expiration of
                                            such 30 (thirty) day period, either Party will be entitled to cancel this Agreement forthwith
                                            on written notice to the other Party.



 


		10	TERMINATION
                                            OF EXCLUSIVITY



 


		10.1	The
                                            Licensor may terminate the exclusivity of this Agreement with immediate effect upon written
                                            notice to the Licensee in the event that the Licensee ceases to use the Intellectual Property
                                            Rights and Technology or carry on activities related to isotope enrichment for a period longer
                                            than 24 consecutive months (except for reasons of extended force majeure or circumstances
                                            beyond the Licensee’s control).



 






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		11	confidentiality
                                            and protection of information



 


		11.1	Each
                                            Party undertakes that during the operation of, and after the expiration, termination or cancellation
                                            of, this Agreement for any reason, it will keep confidential all Confidential Information
                                            of the other Party.



 


		11.2	If
                                            the receiving Party is uncertain about whether any information is to be treated as confidential
                                            in terms of this clause 11, it shall be obliged to treat it as such until written clearance
                                            is obtained from the disclosing Party.



 


		11.3	Each
                                            Party undertakes, subject to clause 11.4, not to disclose any Confidential Information of
                                            the other Party, nor to use such information for its own or anyone else’s benefit.



 


		11.4	Notwithstanding
                                            the provisions of clause 11.3, the Licensee shall be entitled to disclose any Confidential
                                            Information if and to the extent only that the disclosure is bona fide and necessary
                                            for the purposes of using the Intellectual Property Rights and Technology and/or producing,
                                            distributing, marketing and selling the Subject Isotopes pursuant to this Agreement, and
                                            only if the party to whom the information is disclosed provides a written undertaking to
                                            both the Licensee and Licensor that such information shall be kept confidential.



 





		11.5	The
                                            obligation of confidentiality placed on the receiving Party in terms of this clause 11
                                            shall cease to apply to the receiving Party in respect of any Confidential Information which –



 


		11.5.1	is
                                            or becomes generally available to the public other than by the negligence or default of the
                                            receiving Party or by the breach of this Agreement by the receiving Party;



 


		11.5.2	the
                                            disclosing Party confirms in writing is disclosed on a non-confidential basis;



 


		11.5.3	has
                                            lawfully become known by or come into the possession of the receiving Party on a non-confidential
                                            basis from a source other than the disclosing Party having the legal right to disclose same,
                                            provided that such knowledge or possession is evidenced by the written records of the receiving
                                            Party existing at the Effective Date; or



 


		11.5.4	is
                                            disclosed pursuant to a requirement or request by operation of law, regulation or court order,
                                            to the extent of compliance with such requirement or request only and not for any other purpose,



 


provided
that –


 


		11.5.5	the
                                            onus shall at all times rest on the receiving Party to establish that information falls within
                                            the exclusions set out in clauses 11.5.1 to 11.5.4;



 


		11.5.6	information
                                            will not be deemed to be within the foregoing exclusions merely because such information
                                            is embraced by more general information in the public domain or in the receiving Party’s
                                            possession; and



 


		11.5.7	any
                                            combination of features will not be deemed to be within the foregoing exclusions merely because
                                            individual features are in the public domain or in the receiving Party’s possession,
                                            but only if the combination itself and its principle of operation are in the public domain
                                            or in the receiving Party’s possession.



 






    13


     

    

 


		11.6	In
                                            the event that the receiving Party is required to disclose Confidential Information as contemplated
                                            in clause 11.5.4, the receiving Party will –



 


 





		11.6.1	advise
                                            the disclosing Party thereof in writing prior to disclosure, if possible;



 


		11.6.2	take
                                            such steps to limit the disclosure to the minimum extent required to satisfy such requirement
                                            and to the extent that it lawfully and reasonably can;



 


		11.6.3	afford
                                            the disclosing Party a reasonable opportunity, if possible, to intervene in the proceedings;



 


		11.6.4	comply
                                            with the disclosing Party’s reasonable requests as to the manner and terms of any such
                                            disclosure; and



 


		11.6.5	notify
                                            the disclosing Party of, and the form and extent of, any such disclosure or announcement
                                            immediately after it is made.



 


		11.7	All
                                            documentation concerning the Intellectual Property Rights remains the exclusive property
                                            of the Licensor and upon termination of this Agreement will be returned to the Licensor.
                                            The Licensee undertakes to prevent the unauthorised use of such documentation and will not
                                            make copies of any such documentation without the prior written consent of the Licensee.



 


		12	BREACH



 


Should
any Party (“Defaulting Party”) commit a breach of any of the provisions of this Agreement, then the other Party (“Aggrieved
Party”), shall be obliged to give the Defaulting Party 10 (ten) Business Days written notice or such longer period as may be
reasonably required in the circumstances, to remedy the breach. If the Defaulting Party fails to comply with the notice, the Aggrieved
Party shall be entitled to claim immediate payment and/or specific performance by the Defaulting Party of all the Defaulting Party’s
obligations without prejudice to the Aggrieved Party’s rights to claim damages. The foregoing is without prejudice to any other
rights as the Aggrieved Party may have at law, provided that the Aggrieved Party shall not be entitled to cancel this Agreement for any
breach by the Defaulting Party.


 






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		13	DISPUTE
                                            RESOLUTION



 


		13.1	The
                                            Parties agree that the terms of this Agreement will be performed in the spirit of mutual
                                            co-operation, trust and confidence. The Parties further agree to use their reasonable
                                            endeavours to resolve, through mutual consultation, without involving any third party or
                                            parties, any dispute which may arise under, out of, or in connection with or in relation
                                            to this Agreement. If following such mutual consultation, the dispute still remains outstanding,
                                            the matter shall be referred to the chief executive officer of each Party to the dispute
                                            or their respective representatives, who shall negotiate for a period of up to 5 (five) Business
                                            Days from the date of such referral in an attempt to resolve such dispute. If following the
                                            expiry of such 5 (five) Business Day period, the dispute is still unresolved, then, save
                                            where otherwise provided in this Agreement, the matter shall be referred to arbitration in
                                            accordance with the remaining provisions of this clause 13.



 


		13.2	This
                                            clause 13 is a separate, divisible agreement from the rest of this Agreement and shall -



 


		13.2.1	not
                                            be or become void, voidable or unenforceable by reason only of any alleged misrepresentation,
                                            mistake, duress, undue influence, impossibility (initial or supervening), illegality, immorality,
                                            absence of consensus, lack of authority or other cause relating in substance to the rest
                                            of the Agreement and not to this clause 13, which issue, the Parties intend, shall be subject
                                            to arbitration in terms of this clause 13; and



 


		13.2.2	remain
                                            in effect even if the Agreement terminates or is cancelled.



 


		13.3	Save
                                            Any dispute between the Parties as referred to in clause 13.4 that revolves around a factual
                                            matter, shall be referred to an expert for determination, which determination in the absence
                                            of manifest error in calculation, shall be final and binding on the Parties, and shall not
                                            be referred to arbitration. If the Parties cannot agree on the identity of such an expert,
                                            or whether the matter is a factual matter for determination, those determinations shall be
                                            referred to a person appointed in accordance with the provisions of clause 13.5 below.



 






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		13.4	Save
                                            to the extent to the contrary provided for in this Agreement, any dispute arising out of
                                            or in connection with this Agreement or the subject matter of this Agreement including, without
                                            limitation, any dispute concerning –



 


		13.4.1	the
                                            existence of this Agreement apart from this clause 13;



 


		13.4.2	the
                                            interpretation and effect of this Agreement;



 


		13.4.3	the
                                            Parties’ respective rights or obligations under this Agreement;



 


		13.4.4	the
                                            rectification of this Agreement;



 


		13.4.5	the
                                            breach, termination or cancellation of this Agreement or any matter arising out of such breach,
                                            termination or cancellation;



 


		13.4.6	damages
                                            in contract, in delict, compensation for unjust enrichment; or



 


		13.4.7	any
                                            other claim whether or not the rest of this Agreement apart from this clause 13 is valid
                                            and enforceable,



 


shall
be decided by arbitration as set out in this clause 13.


 


		13.5	The
                                            Parties to this dispute shall agree on the arbitrator. If agreement is not reached within
                                            10 (ten) Business Days after any Party to the dispute in writing calls for agreement,
                                            the arbitrator shall be a practising commercial attorney or advocate of at least 10 (ten)
                                            years standing on the panel of arbitrators of the Arbitration Foundation of Southern Africa
                                            (“AFSA”) nominated at the request of any Party to the dispute by the Registrar
                                            of AFSA for the time being.



 


		13.6	The
                                            request to nominate an arbitrator shall be in writing outlining the claim and any counterclaim
                                            of which the Party to the dispute concerned is aware and, if desired, suggesting suitable
                                            nominees for appointment, and a copy shall be furnished to the other Parties to the dispute
                                            who may, within 5 (five) Business Days, submit written comments on the request to the addressor
                                            of the request.



 


		13.7	The
arbitration shall, unless otherwise agreed between the Parties to the dispute, be held in Johannesburg and the Parties shall endeavour
to ensure that it is completed as soon as reasonably possible after notice requiring the claim to be referred to arbitration is given.



 


		13.8	The
                                            proceedings in the arbitration shall as far as practicable take place in private and be kept
                                            confidential.



 


		13.9	The
                                            arbitration shall be governed by the Arbitration Act, No. 42 of 1965, as amended, or any
                                            replacement act and shall take place in accordance with the Commercial Arbitration Rules
                                            of AFSA.



 






    16


     

    

 


		13.10	The
                                            decision resulting from such arbitration shall be subject to a right of appeal to a panel
                                            of 3 (three) arbitrators as provided for in the Commercial Arbitration Rules of AFSA whose
                                            decision shall, or, in the event that the single arbitrator’s decision shall not have timeously
                                            been taken on appeal, the decision of the single arbitrator shall, in the absence of manifest
                                            error, be final and binding upon the Parties to the dispute, and may be made an order of
                                            any court of competent jurisdiction.



 


		13.11	This
                                            clause 13 shall not preclude any Party to a dispute from obtaining interim relief on an urgent
                                            basis from a court of competent jurisdiction pending the decision of the arbitrator or panel
                                            of arbitrators, on appeal.



 


		13.12	A
                                            written notice by any Party to the dispute requesting the nomination of an arbitrator, shall
                                            be deemed to be a legal process for the purpose of interrupting extinctive prescription in
                                            terms of the Prescription Act, No. 68 of 1969.



 


		14	NOTICES
                                            AND DOMICILIA



 


		14.1	The
                                            Parties choose as their domicilia citandi et executandi their respective addresses
                                            set out in this 14 for all purposes arising out of or in connection with this Agreement,
                                            at which addresses all the processes and notices arising out of or in connection with this
                                            Agreement, its breach or termination, may validly be served upon or delivered to the Parties.



 





		14.2	For
                                            the purposes of this Agreement, the Parties’ respective addresses shall be -



 


		14.2.1	as
                                            regards the Licensor at Building 46, CSIR Campus, Meiring Naude Road, Brummeria, Pretoria,
                                            0184



 


facsimile
number: (012) 349 2128


 


email
address: einar.ronander@klydon.co.za


 


marked
for the attention of: Dr E Ronander


 


		14.2.2	as
                                            regards the Licensee at, Unit 19 2nd floor , 1 Melrose Boulevard, Melrose Arch,
                                            Gauteng, 2076



 


Email
address: pmann@aspisotopes.com


 


marked
for the attention of: Paul Mann


 






    17


     

    

 


		14.3	Any
                                            notice given in terms of this Agreement shall be in writing and shall -



 


		14.3.1	if
                                            delivered by hand, be deemed to have been duly received by the addressee on the 1st
                                            (first) Business Day following the date of delivery;



 


		14.3.2	if
                                            transmitted by facsimile, be deemed to have been duly received by the addressee on the 1st
                                            (first) Business Day following the date of despatch; and



 


		14.3.3	if
                                            delivered by recognised international courier service, be deemed to have been duly received
                                            by the addressee on the 1st (first) Business Day following the date of such delivery
                                            by the courier service concerned,



 


provided
that the relevant notice is marked for the attention of the relevant Party’s designated person for receipt of any processes and notices
in connection with this Agreement as contemplated in 14.2.


 


		14.4	Notwithstanding
anything to the contrary contained in this Agreement, a written notice or communication actually received by the relevant Party’s designated
person for receipt of any processes and notices in connection with this Agreement as contemplated in 14.2 from another Party, shall be
adequate written notice or communication to such Party.



 


		15	MISCELLANEOUS
                                            AND WARRANTY OF AUTHORITY



 


		15.1	Change
                                            of control or status



 


If
there is a change of control or status of the Licensor or Licensor commits an act of insolvency or the ownership of the Intellectual
Property Rights and/or Technology become vulnerable to claims by third parties, the Licensee shall have the right to call for the immediate
and permanent assignment of the Intellectual Property Rights and Technology into its name for no additional consideration and the Licensor
shall, if called upon to do so, assign over such Intellectual Property Rights and Technology.


 


		15.2	Non-
                                            Assignment



 


Neither
Party may assign, directly or indirectly, this Agreement or any of the rights under it to a third party without the other Party’s prior
written consent which cannot unreasonably be withheld, except that the Licensee may assign such rights for the purpose of re-structuring
without the need for the consent of the Licensor.


 






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		15.3	Warranty
                                            of Authority



 


Each
Party warrants to each of the other Parties that it has the power, authority and legal right to sign and perform this Agreement and that
this Agreement constitutes valid and binding obligations on it in accordance with the terms of this Agreement and, in respect of each
Party that is a company, has been duly authorised by all necessary actions of its directors.


 


		15.4	Independent
                                            Advice



 


Each
Party hereto acknowledges that it has been free to secure independent legal advice as to the nature and effect of all of the provisions
of this Agreement and that it has either taken such independent legal advice or dispensed with the necessity of doing so. Further, each
Party hereto acknowledges that all of the provisions of this Agreement and the restrictions herein contained are fair and reasonable
in all the circumstances and are part of the overall intention of the Parties in connection with the Company.


 


		15.5	Implementation



 


The
Parties undertake to do all such things, perform all such acts and take all steps to procure the doing of all such things and the performance
of all such acts, as may be necessary or incidental to give or be conducive to the giving of effect to the terms, conditions and import
of this Agreement.


 


		15.6	Payment



 


		15.6.1	Any
                                            payment payable in terms of this Agreement shall be net of any withholding taxes, other taxes,
                                            duties or levies, if any, payable in respect of such payment except to the extent that VAT
                                            is payable on such amount in which case the relevant amount shall include the relevant VAT
                                            amount.



 


		15.6.2	Any
                                            amount not paid when due and payable under this Agreement shall bear interest at the Prime
                                            Rate from the due date to date of payment in full.



 


		15.7	Whole
                                            Agreement



 


This
Agreement constitutes the whole agreement between the Parties as to the subject matter hereof and no agreement, representations or warranties
between the Parties other than those set out herein are binding on the Parties. This Agreement may only be varied by mutual written agreement.
This Agreement overrides, supersedes and cancels all other license agreements between the Parties in respect of the Intellectual Property
and/or Technology namely the agreements signed on 30 September 2021 (as amended in June 2022) and 25 January 2022.


 


		15.8	Variation



 


No
addition to or variation, consensual cancellation or novation of this Agreement and no waiver of any right arising from this Agreement
or its breach or termination shall be of any force or effect unless reduced to writing and signed by each of the Parties or their duly
authorised representatives.


 





		15.9	Relaxation



 


No
latitude, extension of time or other indulgence which may be given or allowed by either Party to the other Party in respect of the performance
of any obligation hereunder or enforcement of any right arising from this Agreement and no single or partial exercise of any right by
either Party shall under any circumstances be construed to be an implied consent by such Party or operate as a waiver or a novation of,
or otherwise affect any of that Party’s rights in terms of or arising from this Agreement or estop such Party from enforcing, at any
time and without notice, strict and punctual compliance with each and every provision or term hereof.


 


		15.10	Counterparts



 


This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together
and deemed to be one instrument.


 






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Signed at Pretoria on this the 26th day of July 2022


 


	/s/ Carl Ronander 		For: Klydon
    (PTY) Limited
	Duly Authorised	 	 
	 	 	 
	Name: Carl Ronander	 	 
	 	 	 
	Designation: Financial Manager / Director	 	 
	 	 	 
	Signed at Pretoria on this the 26th day of July 2022	 
	 	 	 
	/s/ Robert Ainscow 	 	For: ASP Isotopes UK
    LTD
	Duly Authorised	 	 
	 	 	 
	Name: Robert Ainscow	 	 
	 	 	 
	Designation: Director	 	 


 






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