Exhibit 4.39


 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE APTORUM GROUP LIMITED HAS DETERMINED THE INFORMATION
(I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO APTORUM GROUP LIMITED IF PUBLICLY DISCLOSED.


 




     


     


    

  


VERSITECH LIMITED


 


and


 


ACTICULE
LIFE SCIENCES LIMITED


 





 






 


EXCLUSIVE PATENT LICENSE AGREEMENT


 





 



 




     


     


    

 


TABLE OF CONTENTS


  





	R E C I T A L S	1
	1. DEFINITIONS	2
	2. GRANT OF RIGHTS	5
	3. LICENSEE DILIGENCE OBLIGATIONS	8
	4. ROYALTIES AND PAYMENT TERMS	9
	5. REPORTS AND RECORDS	12
	6. IMPROVEMENT	13
	7. PATENT PROSECUTION	14
	8. INFRINGEMENTS	15
	9. INDEMNIFICATION AND INSURANCE	16
	10. REPRESENTATIONS AND COVENANTS	17
	11. ASSIGNMENT	18
	12. GENERAL COMPLIANCE WITH LAWS	18
	13. TERMINATION	19
	14. DISPUTE RESOLUTION	20
	15. GOVERNING LAW	20
	16. MISCELLANEOUS	21
	SCHEDULE 1	24
	SCHEDULE 2	25




 




    ii


     


    

 


THIS LICENSE AGREEMENT (“Agreement”)
is made the             day of                    2019
(“EFFECTIVE DATE”)


 


BETWEEN:


 


		(1)	VERSITECH LIMITED, a company
                                         incorporated and existing under the laws of Hong Kong with its office at Room 405A, Cyberport
                                         4, 100 Cyberport Road, Hong Kong (“LICENSOR”); and



 


		(2)	ACTICULE
                                         LIFE SCIENCES LIMITED, with incorporation number CB-324541, a company
                                         incorporated and existing under the laws of the Cayman Islands, with its registered office
                                         at Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands with
                                         its business address at Floor 17, Guangdong Investment Tower, 148 Connaught Road Central,
                                         Hong Kong (“LICENSEE”).



 


(“LICENSOR”
and “LICENSEE” shall be hereinafter referred to separately by a “PARTY” or jointly by “PARTIES”).


 


R E C I T
A L S


 


		(A)	WHEREAS, LICENSOR and LICENSEE
                                         entered into the Previous License Agreement
                                         on October 18, 2017.



 


		(B)	WHEREAS, the University of Hong
                                         Kong (“HKU”) has been making subsequent developments after October 18, 2017
                                         to the subject matter of the Previous Licensed
                                         Patent, which is the Licensed Patent
                                         under this Agreement.



 


		(C)	WHEREAS, LICENSOR is the wholly-owned
                                         subsidiary of the HKU and the technology transfer company of HKU; to facilitate the commercialization
                                         of LICENSED PATENT, HKU has assigned all its rights, title and interest in and to LICENSED
                                         PATENT.



 


		(D)	WHEREAS, LICENSOR has the right to
                                         grant licenses under such LICENSED PATENT.



 


		(E)	WHEREAS, LICENSOR desires to have
                                         the LICENSED PATENT developed and commercialized to benefit the public and is willing
                                         to grant a license thereunder.



 


		(F)	WHEREAS, LICENSEE has represented
                                         to LICENSOR, to induce LICENSOR to enter into this Agreement, that LICENSEE shall commit
                                         itself to use COMMERCIALLY REASONABLE EFFORTS to exploit the LICENSED PATENT so that
                                         public utilization shall eventually result therefrom.



 


		(G)	WHEREAS, LICENSEE desires to obtain
                                         a license under the LICENSED PATENT upon the terms and conditions hereinafter set forth.



 






     


     


    

 


NOW IT IS HEREBY AGREED as follows:


 


1.
DEFINITIONS.




 


		1.1	DEFINITIONS. All capitalized
                                         terms used but not otherwise defined herein shall have the meaning set forth in the Agreement.



 


		1.2	“APPLICABLE LAWS”
                                         shall mean applicable laws, rules and regulations, including any rules, regulations,
                                         guidelines or other requirements of the REGULATORY AUTHORITIES (as defined below), that
                                         may be in effect from time to time, including but not limited to those of the FDA, the
                                         cGMP and FDA Act, if applicable.



 


		1.3	“AFFILIATE” shall
                                         mean, with respect to a PARTY, means any legal entity (such as a corporation, partnership,
                                         or limited liability company) that is controlled by such PARTY. For the purposes of this
                                         definition, the term “control” means (i) beneficial ownership of more than
                                         fifty percent (50%) of the voting securities of a corporation or other business organization
                                         with voting securities or (ii) a more than fifty percent (50%) interest in the net assets
                                         or profits of a partnership or other business organization without voting securities.



 


		1.4	“CMC” means chemistry,
                                         manufacturing, and controls activities related to LICENSED PRODUCT.



 


		1.5	“COMMERCIALLY REASONABLE
                                         EFFORTS” shall mean, with respect to a PARTY, those commercially reasonable efforts
                                         by that PARTY similar to the efforts that PARTY, in good faith, would make in similar
                                         circumstances for its own operations without procrastination, taking into consideration
                                         safety and efficacy, costs, the market potential of the product, the stage of its development
                                         or product life, the clinical setting in which it is expected to be used, competitiveness
                                         of the marketplace, regulatory environment, the patent or other proprietary position
                                         of the product, and other conditions then prevailing. It is understood that a PARTYs
                                         COMMERCIALLY REASONABLE EFFORTS will not in any event require that Party to take any
                                         action that would be reasonably likely to result in a breach of any other provision of
                                         this Agreement, or that the PARTY in good faith believes may violate any APPLICABLE LAWS
                                         or any order, permit, direction or license of any court or governmental authority having
                                         appropriate jurisdiction over the PARTY and subject matter.



 


		1.6	“CONFIDENTIAL INFORMATION”
                                         shall mean all proprietary materials or other information (whether or not patentable)
                                         regarding a PARTY’s technology, products, business information or objectives, including
                                         CMC, manufacturing and marketing information, and clinical data, that is identified as
                                         proprietary or confidential by the disclosing PARTY or that would be reasonably understood
                                         to be the type of materials or information that should be treated as proprietary or confidential.
                                         The terms and conditions of this Agreement, the transactions described herein, and the
                                         PARTIES’ rights or obligations hereunder shall be considered Confidential Information
                                         of both PARTIES.



 


		1.7	“EFFECTIVE DATE” shall
                                         mean the date of this Agreement.



 


		1.8	“EXCLUSIVE PERIOD”
                                         shall mean the period of time set forth in Clause 2.2.



 






    2


     


    

 


		1.9	“FDA” shall mean the
                                         United States Food and Drug Administration or any successor agency.



 


		1.10	“FDA Act” shall mean the U.S. Federal Food, Drug,
                                         and Cosmetic Act, as amended from time to time, and the regulations promulgated thereunder.



 


		1.11	“FIELD” shall mean
                                         any and all human and non-human therapeutic uses, prescription and over-the-counter medications
                                         and preventives, for the treatment or prevention of staphylococcal infections, including
                                         MRSA, and bacterial virulence.



 


		1.12	“HONG KONG” shall
                                         mean the Hong Kong Special Administrative Region.



 


		1.13	“IMPROVEMENT” shall
                                         mean any development or modification in the FIELD related to the LICENSED PATENT or part
                                         thereof, or relating to the production and/or exploitation thereof, whether or not patented
                                         or patentable, that is conceived, reduced to practice, discovered, developed or otherwise
                                         made at any time during the TERM of this Agreement.



 


		1.14	“IND” shall mean
                                         (a) an Investigational New Drug Application (as defined in 21 U.S. Code of Federal Regulations
                                         312.3) that is required to be filed with the FDA before beginning clinical testing of
                                         a product in human subjects, or any successor application or procedure or (b) any counterpart
                                         of a U.S. Investigational New Drug Application that is required in any other country
                                         or region in the TERRITORY before beginning clinical testing of a product in human subjects
                                         in such country or region.



 


		1.15	“LICENSED PRODUCT”
                                         shall mean any product that, in whole or in part:



 


		(i)	absent THE LICENSE granted hereunder,
                                         would infringe one or more claims of the LICENSED PATENT in the country of sale; or



 


		(ii)	is manufactured by using any
                                         method that, absent THE LICENSE granted, would infringe one or more claims of the LICENSED
                                         PATENT.



 


		1.16	“LICENSED PATENT”
                                         shall mean:



 


		(i)	The United States and foreign
                                         patents, patent applications, and provisional applications listed in Schedule 1, and
                                         all applications and patents claiming priority thereto or common priority therewith and
                                         any resulting patents therefrom; and



 


		(ii)	any divisions, reissues, reexaminations,
                                         renewals, continuations, continuations-in-part and extensions of the patent applications
                                         or patent under Clause 1.16(i) above including their relevant international equivalents
                                         thereof and any patens that result therefrom.



 


		1.17	“NDA” shall mean
                                         New Drug Application to market the LICENSED PRODUCT in the TERRITORY or similar application
                                         submitted to the FDA, or its foreign equivalent submitted to any REGULATORY AUTHORITY
                                         in the TERRITORY, and all supplements and amendments thereto.



 






    3


     


    

 


		1.18	“NET SALES” shall
                                         mean the invoiced price of LICENSED PRODUCT sold by LICENSEE and/ or its AFFILIATES to
                                         independent third parties in arm’s length transactions exclusively for money or, where
                                         the sale is not at arm’s length, the price that would have been so invoiced if it had
                                         been at arm’s length, after deduction of:-



 


		(i)	normal trade discounts actually
                                         granted and credits actually given to the returned goods;



 


		(ii)	costs of packaging, freight
                                         and its corresponding insurance; and



 


		(iii)	import expenses and other relevant
                                         tax, duties or similar government levies actually paid on LICENSED PRODUCT.



 


The calculation of NET SALES
is set out in Schedule 2.


 


No deductions
shall be made for commissions paid to individuals whether they be with independent sales agencies or regularly employed by LICENSEE
and on its payroll, or for cost of collections. NET SALES shall occur on the date of billing for a LICENSED PRODUCT. If a LICENSED
PRODUCT is distributed at a discounted price that is substantially lower than the customary price charged by LICENSEE, or distributed
for non-cash consideration (whether or not at a discount), NET SALES shall be calculated based on the non-discounted amount of
LICENSED PRODUCT charged to an independent third party during the same REPORTING PERIOD or, in the absence of such sales, on the
fair market value of LICENSED PRODUCT.


 


Non-monetary
consideration shall NOT be accepted by LICENSEE for any LICENSED PRODUCT without the prior written consent of LICENSOR.


 


		1.19	“NON-COMMERCIAL RESEARCH,
                                         TEACHING, AND EDUCATIONAL PURPOSES” shall mean use of LICENSED PATENT for academic
                                         research or other not-for-profit scholarly purposes which are undertaken at a nonprofit
                                         or governmental institution that does not use the LICENSED PATENT in the production or
                                         manufacture of products for sale or the performance of services for a fee.



 


		1.20	“PREVIOUS LICENSE AGREEMENT”
                                         shall mean the exclusive license agreement dated October 18, 2017 (HKU Ref. No. IP662;
                                         Acticule Ref. No. ALS-4) and a First Amendment to Exclusive Patent License Agreement
                                         dated June 7, 2018 entered into between LICENSOR and LICENSEE.



 


		1.21	“PREVIOUS LICENSED PATENT”
                                         shall have the same meaning as “Licensed Patent” under the Previous
                                         License Agreement. Notwithstanding the above, Previous
                                         Licensed Patent does not include Licensed
                                         Patent hereunder.



 


		1.22	“REGULATORY APPROVAL”
                                         shall mean approval by corresponding REGULATORY AUTHORITY, including but not limited
                                         to FDA, to market LICENSED PRODUCT in the FIELD in the TERRITORY.



 






    4


     


    

 


		1.23	“REGULATORY AUTHORITY”
                                         shall mean any applicable supra-national, federal, national, regional, state, provincial
                                         or local regulatory agencies, departments, bureaus, commissions, councils or other government
                                         entities regulating or otherwise exercising authority with respect to the distribution,
                                         importation, exportation, manufacture, production, use, storage, transport, or clinical
                                         testing, pricing or sale of LICENSED PRODUCT in the FIELD in the TERRITORY, including
                                         the FDA or any counterpart of the FDA outside the United States .



 


		1.24	“REPORTING PERIOD”
                                         shall begin on the first day of each calendar year and end on the last day of such calendar
                                         year and (i) the first REPORTING PERIOD shall mean the period from the EFFECTIVE DATE
                                         to the last day of the next following calendar year; and (ii) the last REPORTING PERIOD
                                         shall mean the period from the first day of the calendar year to which this Agreement
                                         is terminated to the termination date of this Agreement.



 


		1.25	“SUBLICENSEES” shall
                                         mean any non-AFFILIATE sublicensees of the rights granted by LICENSEE under Clause 2.3.



 


		1.26	“SUBLICENSE INCOME”
                                         shall mean all considerations that LICENSEE or an AFFILIATE receives from SUBLICENSEES
                                         in consideration of the sublicense of the rights granted by LICENSEE and AFFILIATES under
                                         Clause 2.3, including without limitation license fees, milestone payments, license maintenance
                                         fees, and other payments.



 


		1.27	“TERM” shall mean
                                         the term of this Agreement, which shall commence on the EFFECTIVE DATE and shall remain
                                         in effect until the expiration of all issued patents and filed patent application within
                                         the LICENSED PATENT unless earlier terminated in accordance with the provisions of this
                                         Agreement.



 


		1.28	“TERRITORY” shall
                                         mean worldwide.



 


		1.29	“US DOLLARS” shall
                                         mean the United States Dollars, the lawful currency of the United States of America.



 


		1.30	“VALID CLAIM” shall
                                         mean a claim of an unexpired issued patent or pending patent application falling within
                                         LICENSED PATENT, which claim shall not have been withdrawn, cancelled, disclaimed, or
                                         held invalid by a court, tribunal, arbitrator, or governmental agency of competent jurisdiction
                                         in a final or unappealed or unappealable decision.



 


2.
Grant of Rights.




 


		2.1	License Grants. Subject
                                         to the terms and conditions of this Agreement, LICENSOR hereby grants to LICENSEE and
                                         its AFFILIATES for the TERM an exclusive and royalty-bearing license (“THE LICENSE”),
                                         with the right to grant sublicenses pursuant to Clause 2.3, under the LICENSED PATENT
                                         in the FIELD to develop, make, have made, use, sell, offer for sell, and import LICENSED
                                         PRODUCT in the FIELD in the TERRITORY during the TERM of this Agreement.



 






    5


     


    

 


		2.2	Exclusivity. In order to
                                         establish an exclusive period for LICENSEE, LICENSOR agrees that it shall not grant any
                                         other license under LICENSED PATENT in the FIELD to develop, make, have made, use, sell,
                                         offer for sell, and import LICENSED PRODUCT in the FIELD in the TERRITORY during the
                                         period of time commencing on the EFFECTIVE DATE and terminating with the first occurrence
                                         of:



 


		(a)	the end of the TERM; or



 


		(b)	the expiration of all the LICENSED
                                         PATENT; or



 


		(c)	all LICENSED PATENTS are finally
                                         and irrevocably invalidated by a court or government agency with competent jurisdiction
                                         (“EXCLUSIVE PERIOD”).



 


Upon expiration
of the EXCLUSIVE PERIOD, THE LICENSE granted hereunder shall become nonexclusive and shall extend to the end of the TERM (if any),
unless sooner terminated as provided in this Agreement.


 


		2.3	Sublicenses. During the
                                         EXCLUSIVE PERIOD, LICENSEE and/ or its AFFILIATES shall have the right to grant sublicenses,
                                         without the right to further sublicense, to any non-Affiliates sublicensees (“SUBLICENSEES”)
                                         under THE LICENSE subject to a sublicensing agreement. Any sublicensing agreements shall
                                         be consistent with and subject to the terms and conditions of this Agreement, any such
                                         sublicense shall oblige the SUBLICENSEES to comply with all the terms of this Agreement
                                         (except those provisions which, by their clear meaning, are not applicable to a SUBLICENSEES)
                                         and that LICENSEE will remain liable to LICENSOR for all material acts and omissions
                                         of any such SUBLICENSEES. THE LICENSE granted under this Agreement and any sublicensing
                                         agreements do not include rights to trade names of LICENSOR. LICENSEE shall promptly
                                         furnish LICENSOR with notice of any sublicense granted pursuant to this Clause 2.3, and
                                         provide a copy of the executed sublicense agreement (which may be redacted for financial
                                         terms).



 


		2.4	Retained Rights.



 


		(a)	LICENSOR. LICENSOR retains
                                         the right to use the LICENSED PATENT solely for NON-COMMERCIAL RESEARCH, TEACHING, AND
                                         EDUCATIONAL PURPOSES in the FIELD in the TERRITORY.



 


		(b)	Academic and Not-For-Profit
                                         Research Institutes. LICENSOR retains the right to grant licenses to academic and
                                         not-for-profit research institutes to practice under the LICENSED PATENT solely for NON-COMMERCIAL
                                         RESEARCH, TEACHING, AND EDUCATIONAL PURPOSES in the FIELD in the TERRITORY.



 


		2.5	No Additional Rights. Nothing
                                         in this Agreement shall be construed to confer any rights upon LICENSEE by implication,
                                         estoppel, or otherwise as to any technology or patent rights of LICENSOR or any other
                                         entity other than the LICENSED PATENT, regardless of whether such technology or patent
                                         rights shall be dominant or subordinate to any LICENSED PATENT.



 






    6


     


    

 


		2.6	Confidentiality obligations.
                                         Each PARTY (“RECEIVING PARTY”) shall:



 


		(a)	maintain as secret and confidential
                                         all CONFIDENTIAL INFORMATION of the other PARTY (“DISCLOSING PARTY”) in the
                                         course of or in anticipation of this Agreement and to respect the DISCLOSING PARTY’s
                                         rights therein;



 


		(b)	use the CONFIDENTIAL INFORMATION
                                         of the other PARTY only to the extent necessary for the purposes of, or as contemplated
                                         or permitted by, this Agreement;



 


		(c)	protect the other PARTY’S
                                         CONFIDENTIAL INFORMATION using not less than the same standard of care with which the
                                         RECEIVING PARTY treats its own CONFIDENTIAL INFORMATION, and at all times using at least
                                         reasonable care; and



 


		(d)	not at any time disclose any CONFIDENTIAL
                                         INFORMATION of the other PARTY to persons other than those listed under Clause 2.8 with
                                         a need to know, except where permitted by this Agreement and subject to a written undertakings
                                         of confidentiality at least as restrictive as Clauses 2.6 and 2.7, and only to the extent
                                         that such disclosure is reasonably necessary for the purposes of, or as contemplated
                                         or permitted by, this Agreement.



 


		2.7	Exceptions
                                         to obligations. The provisions of Clause 2.6 shall not apply to any CONFIDENTIAL
                                         INFORMATION which the RECEIVING PARTY can demonstrate by reasonable written evidence:



 


		(a)	was, prior to its receipt by the
                                         RECEIVING PARTY from the DISCLOSING PARTY, known by the RECEIVING PARTY and at its free
                                         disposal; or



 


		(b)	is subsequently disclosed to the
                                         RECEIVING PARTY without any obligations of confidence by a third party owing to the DISCLOSING
                                         PARTY; or



 


		(c)	is or becomes generally available
                                         to the public through no breach or default of this Agreement by RECEIVING PARTY or its
                                         agents, employees, AFFILIATES or SUBLICENSEES; or



 


		(d)	is independently developed as established
                                         by the RECEIVING PARTY without use of the DISCLOSING PARTY’s CONFIDENTIAL INFORMATION
                                         as proven by the contemporaneous written records of the RECEIVING PARTY; or



 


		(e)	the RECEIVING PARTY is required
                                         to disclose to the courts of any competent jurisdiction, or to any government regulatory
                                         agency or financial authority, provided that the RECEIVING PARTY shall:



 


		(i)	inform the DISCLOSING PARTY as soon
                                         as is reasonably practicable, and



 






    7


     


    

 


		(ii)	at the DISCLOSING PARTY’s
                                         request and cost seek to persuade the court, agency or authority to have the information
                                         treated in a confidential manner, where this is possible under the court, agency or authority’s
                                         procedures; or



 


		(f)	the RECEIVING PARTY is obligated
                                         by applicable law to disclose provided that the RECEIVING PARTY shall inform the DISCLOSING
                                         PARTY before such disclosure; or



 


		(g)	in the case of information disclosed
                                         by LICENSOR to LICENSEE, is disclosed to actual or potential customers for LICENSED PRODUCT
                                         in so far as such disclosure is reasonably necessary to promote the sale or use of LICENSED
                                         PRODUCT.



 


		2.8	Disclosure
                                         to employees. The RECEIVING PARTY shall procure that all of its employees, contractors,
                                         affiliates, any appointed agents and/or distributors pursuant to this Agreement (if any)
                                         who have access to any of the DISCLOSING PARTY’s information to which Clause 2.6
                                         applies, shall be made aware of and subject to these obligations and shall have entered
                                         into written undertakings of confidentiality at least as restrictive as Clauses 2.6 and
                                         2.7 and which apply to the DISCLOSING PARTY’s information.



 


 3. LICENSEE Diligence Obligations.




 


		3.1	Diligence
                                         Requirements. LICENSEE shall use its COMMERCIALLY REASONABLE EFFORTS to develop LICENSED
                                         PRODUCT for commercial use as soon as practicable, and to continue active, diligent marketing
                                         efforts for LICENSED PRODUCT throughout the TERM of this Agreement. During the continuance
                                         of the EXCLUSIVE PERIOD, LICENSEE shall make its best efforts to raise no less than [***]
                                         of fund in 10 years from the EFFECTIVE DATE for fulfilling the DILIGENCE REQUIREMENT
                                         (as defined below) including no less than [***] prior to the pre-clinical studies and
                                         such [***] shall be used for the pre-clinical studies. LICENSEE shall, or shall cause
                                         its AFFILIATES and SUBLICENSEES to, use COMMERCIALLY REASONABLE EFFORTS to develop LICENSED
                                         PRODUCT, to obtain any REGULATORY APPROVALS and to introduce LICENSED PRODUCT in the
                                         FIELD in the TERRITORY. Specifically, LICENSEE shall, or shall cause its AFFILIATES and
                                         SUBLICENSEES to, conduct the followings (“***”):



 


		(a)	[***]



 


		(b)	[***].



 


		(c)	[***].



 


		(d)	[***].



 


		(e)	[***].



 






    8


     


    

 


LICENSEE
shall furnish LICENSOR with a written report annually on the progress of its efforts to develop and commercialize LICENSED PRODUCT
in according to Clause 3 hereto.


 


If LICENSEE
intentionally delays or has failed to perform its diligence obligations under this Clause 3.1 and does not provide any reasonable
remedy within one (1) month from a written notice issued by LICENSOR, LICENSOR may treat such delay or failure as a material breach
in accordance with Clause 13.6(b).


 


		3.2	Notwithstanding
                                         the above, LICENSEE shall be deemed to have satisfied its DILIGENCE REQUIREMENT hereunder
                                         so long as it has satisfied with the “Diligence Requirement” under the PREVIOUS
                                         LICENSE AGREEMENT. In the event that LICENSEE has exercised COMMERCIALLY REASONABLE EFFORTS
                                         to develop LICENSED PRODUCT but could not meet the DILIGENCE REQUIREMENT, LICENSEE shall
                                         request LICENSOR for extension of time for meeting the DILIGENCE REQUIREMENT, and such
                                         request shall not be unreasonably withheld or delayed.



 


 4. Royalties and Payment Terms.


 


		4.1	Consideration
                                         for Grant of Rights.



 


		4.1.1	Patent
                                         Cost Reimbursement. LICENSEE shall reimburse LICENSOR for all its actual expenses
                                         incurred in connection with filing, prosecuting and maintaining the LICENSED PATENT as
                                         set forth in Clause 7.2 within thirty (30) days from the date of receiving an original
                                         signed invoice. These payments are non-refundable.



 


		4.1.2	Upfront
                                         Fee. LICENSEE shall pay to LICENSOR an upfront fee [***] within thirty (30) days
                                         from the date of receiving an original signed invoice after the EFFECTIVE DATE. Such
                                         UPFRONT FEE is non-refundable. 



 


		4.1.3	Royalties.
                                         Subject to Clauses 4.1.4 and 4.1.5, LICENSEE shall pay to LICENSOR a royalty (“ROYALTY”)
                                         equal to [***] of NET SALES of LICENSED PRODUCT in the TERRITORY by LICENSEE or its AFFILIATES.
                                         For the avoidance of doubt and subject to the Sublicense Royalty as set forth in Clause
                                         4.1.6, income generated from NET SALES of LICENSED PRODUCT does not include income generated
                                         from SUBLICENSE INCOME.



 


ROYALTY
shall be payable for each REPORTING PERIOD and shall be due to LICENSOR within sixty (60) days of the end of each REPORTING PERIOD.
ROYALTY shall only be payable once with respect to the same unit of LICENSED PRODUCT. 


 


Such
ROYALTY shall be paid, on a LICENSED PRODUCT-by-LICENSED PRODUCT and country-by-country basis.


 






    9


     


    

 


		4.1.4	Royalty
                                         Stacking. On a LICENSED PRODUCT-by-LICENSED PRODUCT and country-by-country basis,
                                         if LICENSEE is required to pay to LICENSOR both “Royalty” under the PREVIOUS
                                         LICENSE AGREEMENT and ROYALTY hereunder (such LICENSED PRODUCT is hereinafter referred
                                         to “ROYALTY-STACKED PRODUCT”), the aggregate royalties payable to LICENSOR
                                         in that given jurisdiction for such ROYALTY-STACKED PRODUCT shall equal to [***] of NET
                                         SALES. Pursuant to the above, the ROYALTY payable under this Agreement for ROYALTY-STACKED
                                         PRODUCT shall be adjusted to an amount equal to [***] of NET SALES offset by the “Royalty”
                                         payable under the PREVIOUS LICENSE AGREEMENT. 



 


		4.1.5	Royalty
                                         of Combination Products.



 


		(a)	In the event LICENSED PRODUCT is
                                         sold in combination with other licensed products or patents that exclude the Previous
                                         License Agreement, the NET SALES of such LICENSED PRODUCT used for determining
                                         the ROYALTY due to LICENSOR shall be calculated by [***].



 


		(b)	In the event a ROYALTY-STACKED PRODUCT
                                         is sold in combination with other licensed products or patents such ROYALTY-STACKED PRODUCT
                                         is hereinafter referred to (“Combined and
                                         Royalty-Stacked Product”), the NET SALES of such LICENSED PRODUCT used for
                                         determining the ROYALTY due to LICENSOR shall be calculated by [***]. Notwithstanding
                                         the foregoing, the aggregate royalties payable to LICENSOR in that given jurisdiction
                                         for such Royalty-Stacked Product shall
                                         equal to [***] of NET SALES. Pursuant to the above, the Royalty
                                         payable under this Agreement for Combined
                                         and Royalty-Stacked Product shall be adjusted to an amount equal to [***] of NET
                                         SALES offset by the “Royalty” payable under the PREVIOUS LICENSE AGREEMENT.



 


		4.1.6	Sublicense
                                         Royalty. LICENSEE shall pay LICENSOR a total of [***] of total SUBLICENSE INCOME.
                                         Such amount shall be payable for each REPORTING PERIOD and shall be due to LICENSOR within
                                         sixty (60) days of the end of each REPORTING PERIOD. 



 


		4.1.7	Sublicense
                                         Royalty of Combination Products. For ROYALTY-STACKED PRODUCT, in the event that LICENSEE
                                         is also subject to “Sublicense Income” under the PREVIOUS LICENSE AGREEMENT
                                         in a given REPORTING PERIOD, the SUBLICENSE INCOME payable under this Agreement shall
                                         be offset by the “Sublicense Income” made to the LICENSOR by the LICENSEE
                                         under the PREVIOUS LICENSE AGREEMENT in the same REPORTING PERIOD.



 






    10


     


    

 


		4.1.8	Milestone
                                         Payment. LICENSEE shall pay to LICENSOR the following milestone payment on the events
                                         set forth below within 30 days after the achievement of the corresponding milestones
                                         by LICENSEE or its AFFILIATES or SUBLICENSEES:



 


	 	[***]	[***]	 
	 	[***]	[***]	 
	 	[***]	[***]	 
	 	[***]	[***]	 
	 	[***]	[***]	 
	 	[***]	[***]	 
	 	[***]	[***]	 
	 	[***]	[***]	 


 


provided that,
in the event that a milestone has been achieved under the Previous License Agreement
and that the LICENSEE has paid a “Milestone Payment” thereunder, the corresponding milestone payment under this Agreement
shall be waived by the LICENSOR. These Milestone Payments are nonrefundable.


 


		4.2	Payments.



 


		(a)	Method of Payment. All
                                         payments under this Agreement shall be made payable to “Versitech Limited”
                                         and be wired to the bank account of LICENSOR as follows:



 


[***]


 


LICENSEE
shall notify LICENSOR within seven (7) days after LICENSEE has made the relevant payments and provide LICENSOR with copies of
the corresponding bank remittance receipts when available.


 


Payment receipts
shall be sent to the address identified in Clause 16.2. Each payment should reference this Agreement and identify the obligation
under this Agreement that the payment satisfies.


 


		(b)	Payments in US Dollars.
                                         All payments due under this Agreement shall be payable in US DOLLARS, subject to (d)
                                         below. Such payments shall be without deduction of exchange, collection, or other charges,
                                         and, specifically, without deduction of withholding or similar taxes or other government
                                         imposed fees or taxes, except as permitted in the definition of NET SALES. Conversion
                                         of foreign currency to US DOLLARS shall be made at the conversion rate routinely used
                                         in Hong Kong as reported by the Hongkong and Shanghai Banking Corporation Limited on
                                         the last working day of the calendar year of the applicable REPORTING PERIOD. The average
                                         of the bid and the ask rate shall be used as the conversion rate if both rates are available.



 






    11


     


    

 


		(c)	Late Payments. Any payments
                                         by LICENSEE that are not paid on or before the date such payments are due under this
                                         Agreement shall bear interest, to the extent permitted by law, at two percentage points
                                         above the Prime Rate of interest as announced by the Hong Kong & Shanghai Banking
                                         Corporation Limited on the date payment is due or the next working day if the payment
                                         due date is a bank holiday.



 


		(d)	Blocked Currency. In each
                                         country where the local currency is blocked and cannot be removed from the country, royalties
                                         accrued in that country will be paid to LICENSOR in the country in local currency by
                                         deposit in a local bank designated by LICENSOR, unless the PARTIES otherwise agree.



 


 5. REPORTS AND RECORDS.




 


		5.1	Frequency
                                         of Reports.



 


		(a)	Before First Commercial Sale.
                                         Prior to the first commercial sale of any LICENSED PRODUCT, LICENSEE shall deliver reports
                                         to LICENSOR annually, within sixty (60) days of the end of each calendar year, containing
                                         information concerning the immediately preceding calendar year on the diligent efforts
                                         of LICENSEE, its AFFILIATES or SUBLICENSEES to develop LICENSED PRODUCT as stipulated
                                         in Clause 3.1.



 


		(b)	Upon First Commercial Sale
                                         of a LICENSED PRODUCT. LICENSEE shall report to LICENSOR the date of first commercial
                                         sale of a LICENSED PRODUCT within sixty (60) days of occurrence in each country.



 


		(c)	After First Commercial Sale.
                                         After the first commercial sale of a LICENSED PRODUCT, LICENSEE shall deliver reports
                                         to LICENSOR within sixty (60) days of the end of each REPORTING PERIOD, containing information
                                         concerning the immediately preceding REPORTING PERIOD, as further described in Clause
                                         5.2.



 


		5.2	Content
                                         of Reports and Payments. Each report delivered by LICENSEE to LICENSOR pursuant to
                                         Clause 5.1(c) shall contain at least the following information for the immediately preceding
                                         REPORTING PERIOD:



 


		(a)	the
                                         number and description of each LICENSED PRODUCT sold, leased or distributed by LICENSEE,
                                         its AFFILIATES and SUBLICENSEES to independent third parties in each country, and, if
                                         applicable, the number of LICENSED PRODUCT used by LICENSEE, its AFFILIATES and SUBLICENSEES
                                         in the provision of services in each country;



 


		(b)	the
                                         gross price charged by LICENSEE, its AFFILIATES and SUBLICENSEES for each LICENSED PRODUCT
                                         and, if applicable, the gross price charged for each LICENSED PRODUCT used to provide
                                         services in each country;



 






    12


     


    

 


		(c)	calculation
                                         of NET SALES for the applicable REPORTING PERIOD in each country, including a listing
                                         of applicable deductions;



 


		(d)	total
                                         ROYALTY payable on NET SALES in US DOLLARS, together with the exchange rates used for
                                         conversion;



 


		(e)	the
                                         amount of SUBLICENSE INCOME received by LICENSEE and its AFFILIATES from each SUBLICENSEE
                                         and the amount due to LICENSOR and its AFFILIATES from such SUBLICENSE INCOME, including
                                         an itemized breakdown of the sources of income comprising the SUBLICENSE INCOME; and



 


		(f)	the
                                         number of sublicenses entered into for the LICENSED PATENT and LICENSED PRODUCT.



 


All the reports
shall be verified and duly signed by Managing Director or the authorized person of LICENSEE. If no amounts are due to LICENSOR
for any REPORTING PERIOD, the report shall so state.


 


		5.3	Financial
                                         Statements. On or before the ninetieth (90th) day following the close of LICENSEE’s
                                         fiscal year, LICENSEE shall provide LICENSOR with (i) a statement setting out the information
                                         required by Clause 5.2 for the preceding fiscal year, certified by LICENSEE’s treasurer
                                         or chief financial officer or by an independent auditor and (ii) an updated Certificate
                                         of Good Standing issued by the Registrar of Corporate Affairs of the jurisdiction of
                                         incorporation.



 


		5.4	Records.
                                         LICENSEE shall maintain, and shall cause its AFFILIATES and SUBLICENSEES to maintain,
                                         complete and accurate records relating to the rights and obligations under this Agreement
                                         and any amounts payable to LICENSOR in relation to this Agreement, which records shall
                                         contain sufficient information to permit LICENSOR to confirm the accuracy of any reports
                                         delivered to LICENSOR and compliance in other respects with this Agreement. The relevant
                                         PARTY shall retain such records
                                         for at least five (5) years following the end of the calendar year to which they pertain,
                                         during which time LICENSOR, or LICENSOR’s appointed agents, shall have the right,
                                         at LICENSOR’s expense, to inspect such records during normal business hours by
                                         prior appointment to verify any reports and payments made or compliance in other respects
                                         under this Agreement. In the event that the aforesaid inspection is carried out by an
                                         independent auditor and any audit performed under this Clause reveals an underpayment
                                         in excess of five percent (5%), LICENSEE shall bear the full reasonable cost of such
                                         audit and shall remit any shortfall due to LICENSOR within thirty (30) days of receiving
                                         notice thereof from LICENSOR. 



 


 6. IMPROVEMENT.




 


		6.1	If
                                         LICENSEE solely makes an IMPROVEMENT, LICENSEE shall immediately inform LICENSOR thereof.
                                         LICENSEE shall have the right to use such IMPROVEMENT. LICENSOR shall be entitled to
                                         use such IMPROVEMENT for academic and research purposes only. 



 






    13


     


    

 


		6.2	Provided
                                         that such IMPROVEMENT made by LICENSEE do not incorporate or contain, in part or in whole,
                                         the LICENSED PATENT, LICENSEE shall own such IMPROVEMENT and shall be free to register
                                         any intellectual property rights for such IMPROVEMENT and to license these IMPROVEMENT
                                         to third parties.



 


 7. PATENT PROSECUTION.




 


		7.1	Responsibility for LICENSED
                                         PATENT. During the continuance of the EXCLUSIVE PERIOD, LICENSOR shall prepare, file,
                                         prosecute, and maintain all of the LICENSED PATENT and in countries as may be designated
                                         by LICENSEE in written notice to LICENSOR within a reasonable time in advance of the
                                         required filing dates. LICENSOR shall use reasonable efforts to seek prompt issuance
                                         of the LICENSED PATENT during the TERM of this Agreement. LICENSOR and LICENSEE will
                                         discuss and decide on the strategy with regard to the filing, prosecution and maintenance
                                         of the LICENSED PATENTS. LICENSEE shall have reasonable opportunities to advise LICENSOR
                                         and shall cooperate with LICENSOR in such filing, prosecution and maintenance of the
                                         LICENSED PATENT in the TERRITORY.



 


		7.2	Payment of Expenses. Payment
                                         of all fees and costs incurred on or after the EFFECTIVE DATE of this Agreement under
                                         Clause 7.1, including attorneys’ fees, relating to the filing, prosecution and
                                         maintenance of the LICENSED PATENT that have not already been reimbursed by LICENSEE
                                         shall be the responsibility of LICENSEE. LICENSEE shall reimburse LICENSOR for all fees
                                         and costs, including attorney’s fees, relating to the filing, prosecution and maintenance
                                         of the LICENSED PATENT incurred prior to the EFFECTIVE DATE and such amount is [ ***
                                         ] as of the EFFECTIVE DATE based on relevant receipts or invoices. LICENSEE shall reimburse
                                         all amounts due pursuant to this Clause within thirty (30) days after the EFFECTIVE DATE;
                                         late payments shall accrue interest pursuant to Clause 4.2(c). These payments are non-refundable.
                                         LICENSEE shall also be responsible for payment of all such expenses incurred on or after
                                         the EFFECTIVE DATE (“Patent Cost”) and shall reimburse LICENSOR with such
                                         amount within thirty (30) days from the date of receiving an original invoice from LICENSOR.
                                         In all instances, LICENSOR shall pay the fees prescribed for large entities to the United
                                         States Patent and Trademark Office.



 


		7.3	Discontinue of Payment of Expenses.
                                         In the event LICENSEE elects not to continue the LICENSE under and the payment for the
                                         Patent Cost on any, but not all, of the patents, patent applications, and provisional
                                         applications listed in Schedule 1 (“Suspended Patent License”), LICENSEE
                                         shall provide a written notice (“Notice of Payment Suspension”) to LICENSOR,
                                         in which case the LICENSE granted to LICENSEE on the Suspended Patent License shall end
                                         sixty (60) days after the date of receipt of such Notice of Payment Suspension (the “End
                                         Date”). In no event shall the Notice of Payment Suspension release LICENSEE from
                                         the obligation to pay any outstanding amount and/or invoices that became due on or before
                                         the date of the End Date. For the avoidance of doubt, upon the END DATE, LICENSOR shall
                                         have full rights under the Suspended Patent License, including but not limited to file,
                                         prosecute, and maintain such Suspended Patent License, and to grant license under such
                                         Suspended Patent License to any third party.



 






    14


     


    

 


 8. Infringement.




 


		8.1	Notification of Infringement.
                                         Each PARTY agrees to provide written notice to the other PARTY promptly after becoming
                                         aware of any infringement of the LICENSED PATENT.



 


		8.2	Right to Prosecute Infringements.



 


		(a)	LICENSEE’s Right to Prosecute.
                                         So long as LICENSEE remains the exclusive licensee of the LICENSED PATENT in the FIELD
                                         in the TERRITORY, LICENSEE, to the extent permitted by law, shall have the first right
                                         and option but not the obligation, at its own expense, to prosecute any third party infringement
                                         of, or seek a declaratory judgment to confirm or rectify LICENSOR’s and/or LICENSEE’s
                                         rights and interests in, the LICENSED PATENT in the FIELD in the TERRITORY, subject to
                                         Clauses 8.4 and 8.5. If required by law or advised by the legal counsel representing
                                         LICENSEE in the action, LICENSOR shall permit any action under this Clause to be brought
                                         in its name, including being joined as a party-plaintiff, provided that LICENSEE shall
                                         hold LICENSOR harmless from, and indemnify LICENSOR against, any costs, expenses, or
                                         liability that LICENSOR incurs in connection with such action.



 


Prior to
commencing any such action, LICENSEE shall consult with LICENSOR and shall consider the views of LICENSOR regarding the advisability
of the proposed action and its effect on the public interest. LICENSEE shall not enter into any settlement, consent judgment,
or other voluntary final disposition of any infringement action under this Clause without the prior written consent of LICENSOR,
which consent shall not be unreasonably withheld or delayed.


 


		(b)	LICENSOR’s Right to Prosecute.
                                         In the event that LICENSEE is unsuccessful in persuading the alleged infringer to desist
                                         or fails to have initiated an infringement action, then LICENSOR shall have the right,
                                         at their sole discretion, to prosecute such infringement under their sole control and
                                         at their sole expense, and any recovery obtained shall belong to LICENSOR.



 


		8.3	Declaratory Judgment Actions.
                                         In the event that a declaratory judgment action is brought against LICENSOR or LICENSEE
                                         by a third party alleging invalidity, unenforceability, or non-infringement of the LICENSED
                                         PATENT or that any of the LICENSED PATENT has infringed the rights of the third party,
                                         LICENSOR and LICENSEE shall jointly determine within twenty (20) days after commencement
                                         of such action which of them is to take over the sole defense of the action at their
                                         own expense, subject to Clauses 8.4 and 8.5 in the case of defense by LICENSEE. If LICENSOR
                                         does not exercise this right, LICENSEE may take over the sole defense of the action at
                                         LICENSEE’s sole expense, subject to Clauses 8.4 and 8.5.



 






    15


     


    

 


		8.4	Award. Any award received
                                         by LICENSEE from the action under Clauses 8.2 or 8.3, including but not limited to award
                                         of costs and/or damages/compensation, shall first be applied to reimburse all costs and
                                         expenses incurred by LICENSEE and LICENSOR in such action. If such award is not sufficient
                                         to cover the costs and expenses incurred by LICENSEE and LICENSOR in such action, LICENSEE
                                         may offset a total of fifty percent (50%) of any expenses incurred under Clauses 8.2
                                         and 8.3 against any payments due to LICENSOR under Clause 4, provided that in no event
                                         shall such payments under Clause 4, when aggregated with any other offsets and credits
                                         allowed under this Agreement, be reduced by more than fifty percent (50%) in any REPORTING
                                         PERIOD. In the event that such award is more than sufficient to cover the costs and expenses
                                         incurred by LICENSEE and LICENSOR in the action, the surplus shall be applied to cover
                                         the loss of profits suffered by LICENSEE due to the infringement under Clauses 8.2 or
                                         8.3 (“Loss of Profits Compensation”). Upon receipt of Loss of Profits Compensation,
                                         LICENSEE shall pay to LICENSOR a reasonable approximation, based upon the amount of Loss
                                         of Profits Compensation, as ROYALTY. Any remaining balance of the award after deducting
                                         all costs and expenses incurred by LICENSEE in the action as well as Loss of Profits
                                         Compensation shall be shared equally between LICENSOR and LICENSEE.



 


		8.5	Cooperation. Each PARTY
                                         agrees to cooperate in any action under this Clause which is controlled by the other
                                         PARTY



 


		8.6	Right to Sublicense. So
                                         long as LICENSEE remains the exclusive licensee of the LICENSED PATENT in the FIELD in
                                         the TERRITORY, LICENSEE shall have the sole right to sublicense any alleged infringer
                                         in the FIELD in the TERRITORY for future use of the LICENSED PATENT in accordance with
                                         the terms and conditions of this Agreement relating to sublicenses. Any upfront fees
                                         as part of such sublicense shall be [***].



 


 9. Indemnification and Insurance.




 


		9.1	Indemnification.



 


		(a)	Indemnity. LICENSEE shall
                                         indemnify, defend, and hold harmless LICENSOR, The University of Hong Kong and their
                                         trustees, officers, faculty, students, employees, and agents and their respective successors,
                                         heirs and assigns (the “Indemnitees”), against any liability, damage, loss,
                                         or expense (including reasonable attorneys fees and expenses) incurred by or imposed
                                         upon any of the Indemnitees in connection with any claims, suits, actions, demands or
                                         judgments arising out of any theory of liability (including without limitation actions
                                         in the form of tort, warranty, or strict liability and regardless of whether such action
                                         has any factual basis) concerning any product, process, or service that is made, used,
                                         sold, imported, or performed pursuant to any right or license granted under this Agreement.



 






    16


     


    

 


		(b)	Procedures. The Indemnitees
                                         agree to provide LICENSEE with prompt written notice of any claim, suit, action, demand,
                                         or judgment for which indemnification is sought under this Agreement. LICENSEE agrees,
                                         at its own expense, to provide attorneys reasonably acceptable to LICENSOR to defend
                                         against any such claim. The Indemnitees shall cooperate fully with LICENSEE in such defense
                                         and will permit LICENSEE to conduct and control such defense and the disposition of such
                                         claim, suit, or action (including all decisions relative to litigation, appeal, and settlement);
                                         provided, however, that any Indemnitee shall have the right to retain its own counsel
                                         (to be elected by LICENSEE), at the expense of LICENSEE, if representation of such Indemnitee
                                         by the counsel retained by LICENSEE would be inappropriate because of actual or potential
                                         differences in the interests of such Indemnitee and any other PARTY represented by such
                                         counsel. LICENSEE agrees to keep LICENSOR informed of the progress in the defense and
                                         disposition of such claim and to consult with LICENSOR with regard to any proposed settlement.



 


		9.2	Insurance. LICENSEE shall
                                         obtain and carry in full force and effect commercial general liability insurance, including
                                         product liability and errors and omissions insurance which shall protect LICENSEE and
                                         Indemnitees with respect to events covered by Clause 9.1(a) above.



 


		9.3	EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH IN THIS
AGREEMENT, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE LICENSED PATENT, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY OF LICENSED PATENT
CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. Specifically, and
not to limit the foregoing, LICENSOR makes no warranty or representation (i) regarding the validity or scope of the LICENSED
PATENT, and (ii) that the exploitation of the LICENSED PATENT or any LICENSED PRODUCT will not infringe any patents or other
intellectual property rights of LICENSOR or of a third party.



 


IN NO EVENT
SHALL LICENSOR, THE UNIVERSITY OF HONG KONG, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER
LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.


 


 10. REPRESENTATIONS AND COVENANTS.




 


		10.1	Each PARTY represents and warrants
                                         that it has the authority and right to enter into and perform this Agreement and grant
                                         the rights embodied herein and is not aware of any legal impediment that could inhibit
                                         its ability to perform its obligations under this Agreement.



 


		10.2	LICENSOR has no knowledge of any litigation
                                         or proceeding pending or, threatened concerning the validity or enforceability of any
                                         LICENSED PATENT.



 


		10.3	This Agreement is signed by a duly
                                         authorized official of the LICENSOR and LICENSOR is the sole and exclusive owner of the
                                         entire and unencumbered right, title and interest in and to each of the LICENSED PATENT.



 






    17


     


    

 



 11. ASSIGNMENT.




 


This Agreement is personal
to LICENSEE and no rights or obligations may be assigned by LICENSEE without the prior written consent of LICENSOR, except that
LICENSEE may, subject to prior consent of LICENSOR, assign this Agreement and the rights, obligations, and interests of as such
PARTY hereunder to any purchaser of all of its assets or all of its assets to which this Agreement relates or to any successor
corporation resulting from any merger or consolidation of such PARTY with or into such corporation. Any attempted assignment in
violation of this Clause shall be null, void and of no effect. This Agreement shall be binding upon and inure to the benefit of
all permitted successors-in-interest and assigns.


 


 12. GENERAL COMPLIANCE WITH LAWS.




 


		12.1	Compliance with Laws. LICENSEE
                                         shall use reasonable commercial efforts to comply with all commercially material local,
                                         state, federal, and international laws and regulations relating to the development, manufacture,
                                         use, and sale of LICENSED PRODUCT.



 


		12.2	Non-Use of Names. LICENSEE
                                         and its AFFILIATES and SUBLICENSEES shall not use the name of “Versitech,”
                                         “The University of Hong Kong” or any variation, adaptation, or abbreviation
                                         thereof, or of any of their trustees, officers, faculties, students, employees, or agents,
                                         or any trademark or logo owned by LICENSOR or “The University of Hong Kong”
                                         or any terms of this Agreement in any promotional material or other public announcement
                                         or disclosure without the prior written consent of LICENSOR. The foregoing notwithstanding,
                                         without the consent of LICENSOR, LICENSEE may state that it is licensed by LICENSOR under
                                         one or more of the patents and/or patent applications comprising the LICENSED PATENT.



 


		12.3	Export Control. LICENSEE and
                                         its AFFILIATES and SUBLICENSEES shall comply with all applicable laws and regulations
                                         controlling the export of certain commodities and technical data when dealing with LICENSED
                                         PRODUCT. Among other things, these laws and regulations prohibit or require a license
                                         for the export of certain types of commodities and technical data to specified countries.
                                         LICENSEE hereby gives written assurance that it will comply with, and will cause its
                                         AFFILIATES and SUBLICENSEES to comply with, all applicable export control laws and regulations
                                         when dealing with LICENSED PRODUCT, that it bears sole responsibility for any violation
                                         of such laws and regulations by itself or its AFFILIATES or SUBLICENSEES, and that it
                                         will indemnify, defend, and hold LICENSOR harmless (in accordance with Clause 9.1) for
                                         the consequences of any such violation.



 


		12.4	Marking of LICENSED PRODUCT.
                                         To the extent commercially feasible and consistent with prevailing business practices,
                                         LICENSEE shall mark, and shall cause its AFFILIATES and SUBLICENSEES to mark, all LICENSED
                                         PRODUCT that are manufactured or sold under this Agreement with the number of each issued
                                         patent under the LICENSED PATENT that applies to such LICENSED PRODUCT.



 






    18


     


    

 


 13. TERMINATION.




 


		13.1	Term. This Agreement shall
                                         be in effect during the TERM.



 


		13.2	Voluntary Termination by LICENSEE.
                                         LICENSEE shall have the right to terminate this Agreement any time by written notice
                                         at least six (6) months in advance and fully settle all payments due to LICENSOR on or
                                         before the effective date of termination. In no event shall the termination of the Agreement
                                         release LICENSEE from the obligation to pay any amounts that became due on or before
                                         the effective date of termination.



 


		13.3	Cessation of Business. If LICENSEE
                                         ceases to carry on its business related to this Agreement, liquidates or dissolves, LICENSOR
                                         shall have the right to terminate this Agreement immediately upon written notice to LICENSEE.



 


		13.4	Termination for Insolvency.
                                         To the extent permitted by law, each PARTY shall have the right to terminate this Agreement
                                         immediately upon notice to the other PARTY, if such other PARTY files for protection
                                         under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or
                                         suffers appointment of a receiver or trustee over its property, files a petition under
                                         any bankruptcy or insolvency act, has any such petition filed against it (which petition
                                         not dismissed within ninety days following such filing) or is unable to pay its debts
                                         as they become due.



 


		13.5	Legal Challenge on LICENSED PATENT.
                                         LICENSOR may terminate this Agreement by giving written notice to LICENSEE (such notice
                                         to take effect forthwith or as stated in the notice) if LICENSEE commences legal proceedings,
                                         or assists any third party to commence legal proceedings, to challenge the validity or
                                         ownership of the LICENSED PATENT.



 


		13.6	Termination for Default.



 


		(a)	Nonpayment. In the event
                                         LICENSEE fails to pay any amounts due and payable to LICENSOR under Clause 4.1, and fails
                                         to make such overdue payments within thirty (30) days after receiving written notice
                                         of such failure, LICENSOR may terminate this Agreement immediately upon written notice
                                         to LICENSEE.



 


		(b)	Material Breach. In the
                                         event LICENSEE commits a material breach of its obligations under this Agreement including
                                         but not limited to the DILIGENCE REQUIREMENT, except for breach as described in Clause
                                         13.6(a), and fails to cure that breach thirty (30) days after receiving written notice
                                         thereof, LICENSOR may terminate this Agreement immediately upon written notice to LICENSEE.



 






    19


     


    

 


		13.7	Effect of Termination. 



 


		(a)	Survival. The following
                                         provisions shall survive the expiration or termination of this Agreement: Clauses 1,
                                         6, 9, 14 and 15, and Clauses 5.2 (obligation to provide final report and payment), 5.4,
                                         12.1, 12.2 and 13.5.



 


		(b)	Inventory. Upon the early
                                         termination of this Agreement, LICENSEE and its AFFILIATES and SUBLICENSEES may complete
                                         and sell any work-in-progress and inventory of LICENSED PRODUCT that exist as of the
                                         effective date of termination, provided that (i) LICENSEE pays LICENSOR the applicable
                                         running royalty or other amounts due on such sales of LICENSED PRODUCT in accordance
                                         with the terms and conditions of this Agreement, and (ii) LICENSEE and its AFFILIATES
                                         and SUBLICENSEES shall complete and sell all work-in-progress and inventory of LICENSED
                                         PRODUCT within six (6) months after the effective date of termination.



 


		(c)	Pre-termination Obligations.
                                         In no event shall termination of this Agreement release LICENSEE, AFFILIATES, or SUBLICENSEES
                                         from the obligation to pay any amounts that became due on or before the effective date
                                         of termination.



 


 14. DISPUTE RESOLUTION.




 


In any disagreement
or dispute that may arise between the PARTIES in relation to, resulting from, arising, touching, concerning, or affecting this
Agreement, such matter shall first be referred for resolution as follows.


 


		(a)	The PARTIES shall first attempt
                                         to settle the dispute by informal means and negotiation for settlement in good faith.
                                         Such good faith negotiation may include the appointment by either PARTY of an unaffiliated
                                         consultant, who shall be chosen based on such person’s experience and expertise
                                         in the particular type of issue which is unresolved, to advise on the matter ;



 


		(b)	If no settlement is reached
                                         within 28 days after commencement of negotiations, the disagreement or dispute shall
                                         be resolved by binding arbitration in HONG KONG to a single arbitrator nominated jointly
                                         by the PARTIES, failing which such arbitrator shall be nominated by the Hong Kong International
                                         Arbitration Centre (“HKIAC”). The arbitrator’s decision shall be final
                                         and binding on the PARTIES. The language of arbitration shall be English; and



 


		(c)	Neither PARTY shall be released
                                         from performing its obligations under this Agreement by reason of any arbitration proceeding
                                         being instituted.



 


 15. GOVERNING LAW.




 


This Agreement shall
be governed by and construed in accordance with the laws of HONG KONG.


 






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 16. MISCELLANEOUS.




 


		16.1	Title. LICENSOR shall hold title to all LICENSED
PATENT.



 


		16.2	Notice. Any notices required
                                         or permitted under this Agreement shall be in writing, shall specifically refer to this
                                         Agreement, and shall be sent by hand, recognized courier, confirmed facsimile transmission,
                                         confirmed electronic mail, or registered or certified mail, postage prepaid, return receipt
                                         requested, to the following addresses or facsimile numbers of the PARTIES.



 


If to LICENSOR, all matters relating to
the license:


 


Versitech Limited


Room 405A, Cyberport 4,


100 Cyberport Road,


Hong Kong


Attention: Dr. Shin Cheul Kim, Director of Technology
Transfer Office


Tel:     (852) 2299-0111


Fax:     (852)
2299-0122


Email: info@versitech.hku.hk


 


If to LICENSEE:


 


Acticule Life Sciences Limited


17 Floor, Guangdong Investment Tower, 148 Connaught
Road Central, Hong Kong


Attention: Dr. Richard Kao


Tel:     (852) 2117 6611


Fax:     (852) 2850 7286


 


All notices
under this Agreement shall be deemed effective upon receipt. A PARTY may change its contact information immediately upon written
notice to the other PARTY in the manner provided in this Clause.


 


		16.3	Force Majeure. Neither PARTY
                                         will be responsible for delays resulting from causes beyond the reasonable control of
                                         such PARTY, including without limitation fire, explosion, flood, war, strike, or riot,
                                         provided that the nonperforming PARTY uses commercially reasonable efforts to avoid or
                                         remove such causes of nonperformance and continues performance under this Agreement with
                                         reasonable dispatch whenever such causes are removed.



 


		16.4	Amendment and Waiver. This
                                         Agreement may be amended, supplemented, or otherwise modified only by means of a written
                                         instrument signed by both PARTIES. Any waiver of any rights or failure to act in a specific
                                         instance shall relate only to such instance and shall not be construed as an agreement
                                         to waive any rights or fail to act in any other instance, whether or not similar.



 


		16.5	No agency. This Agreement shall
                                         not constitute either PARTY as an agent or legal representative of the other PARTY for
                                         any purpose whatsoever nor create any form of partnership between the PARTIES.



 









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		16.6	Severability. In the event
                                         that any provision of this Agreement shall be held invalid or unenforceable for any reason,
                                         such invalidity or unenforceability shall not affect any other provision of this Agreement,
                                         and the PARTIES shall negotiate in good faith to modify the Agreement to preserve (to
                                         the extent possible) their original intent. If the PARTIES fail to reach a modified agreement
                                         within thirty (30) days after the relevant provision is held invalid or unenforceable,
                                         then the dispute shall be resolved in accordance with the procedures set forth in Clause
                                         14. While the dispute is pending resolution, this Agreement shall be construed as if
                                         such provision were deleted by agreement of the PARTIES.



 


		16.7	Binding Effect. This Agreement
                                         shall be binding upon and inure to the benefit of the PARTIES and their respective permitted
                                         successors and assigns.



 


		16.8	Headings. All headings are
                                         for convenience only and shall not affect the meaning of any provision of this Agreement.



 


		16.9	Entire Agreement. This Agreement
                                         constitutes the entire agreement between the PARTIES with respect to its subject matter
                                         and supersedes all prior agreements or understandings between the PARTIES relating to
                                         its subject matter.



 




    22


     


    

 


IN WITNESS WHEREOF, the PARTIES
have caused this Agreement to be executed by their duly authorized representatives. 


 





	For and on behalf of	 	For and on behalf of
	VERSITECH LIMITED	 	Acticule Life Sciences Limited
	 	 	 	 	 
	By:	          	 	By:	        
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 




 




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SCHEDULE
1


 


LICENSED PATENT


 


		A.	Title: Compounds Affecting Pigment Production
                                         and Methods for Use Thereof for Treatment of Bacterial Diseases (Versitech Ref. No. IP801)



 


		1.	US Patent Application No. 16/041,838 filed on July
23, 2018



 


		2.	PCT Patent Application No. PCT/IB2018/055459
                                         filed on July 23, 2018



 




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SCHEDULE
2


 


Calculations of NET SALES


 





	Invoice Price of LICENSED PRODUCT	 	xxx,xxx
	(Less) 	(1) Normal trade discounts	 	(xxx,xxx)
	 	(2) Any credits given to the returned goods	 	(xxx,xxx)
	 	(3) Cost of packaging	 	(xxx,xxx)
	 	(4) Freight and its corresponding insurance	 	(xxx,xxx)
	 	(5) Government levies	 	(xxx,xxx)
	 	 	 	 
	 	NET SALES	 	xxx,xxx




 


 


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