Exhibit
4.62


 
Private & Confidential


 
Certain identified information, marked
by [******], has been excluded from this exhibit because 

it is both not material and is the type that the registrant treats
as private or confidential.


 




EXCLUSIVE
LICENCE AGREEMENT


 


This
Exclusive License Agreement (this “Agreement”) is made the 25th day of September 2020 between


 


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


 


and


 


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


 


A*CCELERATE
and LICENSEE shall be individually referred to as a “Party” and collectively as “Parties.”


 


RECITAL


 


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



 


		B.	LICENSEE
                                         wishes to acquire rights to license, and further develop and commercialize the Licensed
                                         Technology in the Field and in the Territory and subject to the terms and conditions
                                         herein.



 


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


 


		1.	DEFINITIONS



 


“Affiliates”
means (i) an organisation, which directly or indirectly controls a Party; or (ii) an organisation which is directly or indirectly
controlled by a Party; or (iii) an organisation, which is controlled, directly or indirectly, by the ultimate parent company of
a Party. The term “control” as used herein means the possession of the power to direct or cause the direction of the
management and the policies of an entity, whether through the ownership of a majority of the outstanding voting security or by
contract or otherwise.


 


“Completion
of Phase 1” has the meaning given to it in Schedule 1 of this Agreement.


 


“Completion
of Phase 2” has the meaning given to it in Schedule 1 of this Agreement.


 


“Completion
of Phase 3” has the meaning given to it in Schedule 1 of this Agreement.


 


“Company-A*STAR
RI Funding Agreement” means the “Company-A*STAR RI Funding Agreement for Partial Research Sponsorship” entered
into on or around the date of this Agreement by and among the LICENSEE, IBN and IMCB.


 


“Confidential
Information” means all information of A*CCELERATE’s Affiliates, including prototypes and samples, which may be
disclosed to LICENSEE at any time and from time to time during the Term of this Agreement, which may be identified or designated
by A*CCELERATE as proprietary, confidential or secret and includes information which by its nature should be proprietary, confidential
or secret. The specific terms and conditions of this Agreement shall be deemed to be Confidential Information. Confidential Information
shall not include any information or material that is: (i) already in the possession of LICENSEE without prior restriction; (ii)
independently developed by LICENSEE; (iii) publicly disclosed by A*CCELERATE; (iv) rightfully received by LICENSEE from a third
party; (v) approved for release by written agreement with A*CCELERATE or (vi) made available by A*CCELERATE to others without
restriction.


 


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


 






     


     


    

 


“Effective
Date” has the meaning given to it in Schedule 1 of this Agreement.


 


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


 


“Field”
has the meaning given to it in Schedule 1 of this Agreement.


 


“First
Closing Date” has the meaning given to it in the Share Subscription & Shareholders Agreement.


 


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


 


“Licensed
Know-how” has the meaning given to it in Schedule 1 of this Agreement.


 


“Licensed
Patents” has the meaning given to it in Schedule 1 of this Agreement.


 


“Licensed
Products” has the meaning given to it in Schedule 1 of this Agreement.


 


“Licensed
Technology” has the meaning given to it in Schedule 1 of this Agreement.


 


“New
A*STAR RI IP” means new Intellectual Property created, discovered, developed, conceived or reduced to practice individually
by [***]


 


“Project
Results” has the meaning given to it in the Company-A*STAR RI Funding Agreement.


 


“Sales
Report” means the sales report as set out in Schedule 2 to be submitted by LICENSEE to A*CCELERATE pursuant to this
Agreement.


 


“Share
Subscription & Shareholders Agreement” means the “Share Subscription & Shareholders Agreement” entered
into on or around the date of this Agreement by and among Accelerate Technologies Pte Ltd, Aptorum Innovations Holding Limited,
LICENSEE and certain A*STAR RI scientists.


 


“Term”
has the meaning given to it in Schedule 1 of this Agreement.


 


“Territory”
has the meaning given to it in Schedule 1 of this Agreement.


 


	2.	GRANT



 


		2.1	A*CCELERATE
                                         hereby grant to LICENSEE an exclusive sublicensable (only in accordance with this Clause
                                         2), non-transferable, royalty-free, irrevocable (except when this Agreement is terminated
                                         pursuant to Clause 9) licence to use the Licensed Technology within the Field for the
                                         Term and in the Territory to develop Enhancements and use, make, manufacture, have made,
                                         distribute, market and sell Licensed Products.



 


		2.2	It
                                         is agreed that A*CCELEREATE shall retain the right to use, and to allow their Affiliates
                                         to use the Licensed Technology for the purposes of internal, non-commercial use, and
                                         for research and development. All further developments made by A*CCELERATE or its Affiliates
                                         through such use shall belong to them (or their nominee). For the avoidance of doubt,
                                         all Enhancements shall belong solely to LICENSEE.



 


		2.3	A*CCELERATE
                                         shall not be obliged to render any technical assistance, maintenance or support services
                                         to LICENSEE in respect of the Licensed Technology or otherwise under this Agreement.



 






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		2.4	In
                                         order to maintain the licence granted hereunder in force, LICENSEE shall use its best
                                         efforts and diligence to implement the Licensed Technology into commercially viable Licensed
                                         Products. Specifically, LICENSEE shall comply with the Commercial Obligations as listed
                                         in Schedule 1.


 


		2.5	LICENSEE
                                         shall be entitled to grant sub-licences of the rights granted under this Agreement to
                                         third-party entities contracted directly by LICENSEE provided that:



 


		2.5.1	the
                                         sub-licence granted by LICENSEE shall be expressed to terminate automatically upon the
                                         termination of the Agreement for any reason, and shall not permit further sub-licensing;



 


		2.5.2	LICENSEE
                                         shall procure that the sub-licensee shall enter into a confidentiality undertaking with
                                         LICENSEE with respect to any Confidential Information of A*CCELERATE disclosed pursuant
                                         to this Agreement on terms no less stringent than those contained in this Agreement;



 


		2.5.3	LICENSEE
                                         shall at all times indemnify and keep A*CCELERATE indemnified against all or any costs,
                                         claims, damages or expenses incurred by A*CCELERATE or A*CCELERATE’s Affiliates
                                         or for which A*CCELERATE or A*CCELERATE’s Affiliates may become liable as a result
                                         of the sub-licensee’s breach of the terms of the sub-licence or any other default;



 


		2.5.4	The
                                         LICENSEE shall pay A*CCELERATE [***]



 


		2.5.5	A
                                         copy of the executed sub-licence shall be provided to A*CCELERATE within thirty (30)
                                         days of such execution.



 


		2.6	In
                                         addition, for the avoidance of doubt, this Clause 2.5 shall not apply to assignments
                                         under Clause 11.1, end-user licence agreements or agreements authorising third parties
                                         (such as LICENSEE’s agents and distributors) to exercise the rights to the Licensed
                                         Technology on the LICENSEE’s behalf.



 


	3.	FINANCIAL
TERMS



 


		3.1	In
                                         consideration of the rights granted pursuant to Clause 2 above, LICENSEE shall provide
                                         to A*CCELERATE the Consideration stated in Schedule 1.



 


		3.2	Time
                                         of payment shall be of the essence. If LICENSEE fails to make any payment due to A*CCELERATE
                                         under this Agreement and in accordance with the payment terms set forth in Schedule 1,
                                         A*CCELERATE shall have the right to:



 


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



 


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



 


	4.	ACCOUNTS



 


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



 


		4.2	A*CCELERATE
                                         may, annually and at its own cost, appoint an independent auditor to examine LICENSEE’s
                                         books and records to verify LICENSEE’s fulfilment of its obligations under this
                                         Agreement. Notwithstanding the foregoing, the cost of such audit conducted shall be borne
                                         in full by LICENSEE if any discrepancy exceeding five percent (5%) is found.



 


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



 






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		5.	RIGHTS
                                         IN INTELLECTUAL PROPERTY; IMPROVEMENTS TO THE LICENSED TECHNOLOGY



 


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



 


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



 


		5.3	LICENSEE
                                         shall not do anything which might bring into question A*CCELERATE or A*CCELERATE’s
                                         Affiliates’ ownership of the Licensed Technology licensed by A*CCELERATE to LICENSEE
                                         under this Agreement or the validity of such Licensed Technology.



 


		5.4	LICENSEE
                                         shall notify A*CCELERATE in writing as soon as practicable after it becomes aware of-



 


		5.4.1	any
                                         actual, threatened or suspected infringement of any Intellectual Property of A*CCELERATE
                                         in respect of the Licensed Technology or any breach of confidence relating to any of
                                         the foregoing; or



 


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



 


		5.5	Patent
                                         expenses shall be paid for in accordance with the arrangements set out in Schedule 1.



 


		5.6	A*CCELERATE
                                         or their Affiliates shall have the right but not the obligation, at its option and expense,
                                         to prosecute and defend any and all infringements of the Licensed Technology provided
                                         that all damages, costs or other benefits obtained as a result belongs to A*CCELERATE.
                                         Where A*CCELERATE and/or their Affiliates elect to prosecute and/or defend any infringements,
                                         LICENSEE shall give A*CCELERATE all necessary assistance for the defence or prosecution
                                         of the patents. A*CCELERATE may enter into settlements, stipulated judgements, or any
                                         other arrangements respecting such prosecution and/or infringement at their own expense,
                                         and LICENSEE agrees to provide any assistance which A*CCELERATE may require in any litigation,
                                         including the execution of any legal documents.



 


		5.7	As
                                         per Clause 2.2, LICENSEE shall own the Intellectual Property right in any Enhancements,
                                         and shall disclose to A*CCELERATE any and all Enhancements. A*CCELERATE shall provide
                                         all necessary assistance and take such acts as are reasonably requested by LICENSEE,
                                         at LICENSEE’s expense, to enable LICENSEE to obtain patents for or respecting Enhancements,
                                         to protect such patent right.



 


		5.8	A*CCELERATE
                                         shall disclose to LICENSEE any and all improvements made by the researchers at A*STAR
                                         RI (“A*STAR RI Improvements”) that is a new version of, modification,
                                         addition, improvement, upgrade and development to the Licensed Technology during the
                                         Term of this Agreement in a timely manner. For clarity, A*STAR RI Improvements shall
                                         include any and all Project Results under the Company-A*STAR RI Funding Agreement.



 


		5.9	All
                                         A*STAR RI Improvements shall become subject to the license granted in Section 2 above
                                         and form part of the Licensed Technology upon such disclosure to LICENSEE. The Parties
                                         shall update Schedule 1 of this Agreement to incorporate such A*STAR RI Improvements.



 


		5.10	LICENSEE
                                         shall provide any assistance and take such acts as are reasonably requested by A*CCELERATE,
                                         to enable A*CCELERATE to obtain a patent for or respecting any A*STAR RI Improvement,
                                         to protect such patent right.



 






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	6.	WARRANTIES



 


		6.1	LICENSEE
                                         warrants that it has full right to enter into this Agreement; that the Licensed Technology
                                         and Documentation shall be used solely by LICENSEE and no other third party and only
                                         for the purposes contemplated by Clause 2 of this Agreement; and that it shall observe
                                         all applicable laws and regulations and obtain all necessary licences, consents and permissions
                                         required in respect of the use of the Licensed Technology and the manufacture, importation,
                                         storage, marketing and sale of the Licensed Products (including the sub-licensing of
                                         the Licensed Products) in the Territory. Save that A*CCELERATE warrant that they have
                                         full right and power to enter into this agreement, A*CCELERATE makes no other warranties
                                         concerning the Licensed Technology, including without limitation, any express or implied
                                         warranty of merchantability or satisfactory quality, fitness for a particular purpose
                                         or as to reliability, accuracy, validity or otherwise of the Licensed Technology. The
                                         Licensed Technology is provided “as is” and A*CCELERATE makes no warranty
                                         or representation as to the validity or scope of the Licensed Technology and that the
                                         Licensed Technology will be free from infringement of patents or other intellectual property
                                         rights of third parties, or that no third parties are in any way infringing the Licensed
                                         Technology covered by this agreement.



 


		6.2	For
the avoidance of doubt, A*CCELERATE makes no representation or warranty that any patent application in respect of the Licensed
Technology will be granted, or that it will file applications in all or any part of the Territory in respect of the Licensed Technology,
or if granted, will be valid.



 


		7.	LIABILITY,
                                         INDEMNITY



 


LICENSEE
shall indemnify A*CCELERATE and A*CCELERATE’s Affiliates for any and all liability, losses, damages, costs and expenses
arising out of (i) any claims relating to the LICENSEE’s use of the Licensed Technology, Documentation and/or Enhancements;
or (ii) breach, negligent performance and/or failure of performance by LICENSEE of the terms of this Agreement, except to the
extent when caused by the gross negligence or willful misconduct of A*CCELERATE. For avoidance of doubt, in no event shall A*CCELERATE
be liable for any incidental, consequential or special damages arising out of or related to this Agreement, including, but not
limited to, loss of business opportunity, lost profits or pure economic loss. Notwithstanding anything to the contrary, A*CCELERATE’s
total and cumulative liability under this Agreement, however arising, shall not exceed the total amount paid to A*CCELERATE by
LICENSEE under this Agreement.


 


	8.	USE
OF NAME



 


		8.1	LICENSEE
                                         shall not use the name, trademark or logo of A*CCELERATE or A*CCELERATE’s Affiliates
                                         in any publicity, promotion, news release or disclosure relating to this Agreement, its
                                         subject matter or the sale of the Licensed Products, without the prior written permission
                                         of A*CCELERATE. Notwithstanding the above, LICENSEE shall be allowed to disclose the
                                         name of the Parties and this Agreement as required by the applicable securities laws
                                         and relevant regulatory authorities.



 


		8.2	LICENSEE
                                         shall use its best efforts to acknowledge the participation and contributions of A*CCELERATE
                                         and A*CCELERATE’s Affiliates in all news releases, promotional, advertising and
                                         marketing material, a copy of which shall be provided to A*CCELERATE for prior written
                                         approval, which shall not be unreasonably withheld.



 


	9.	TERMINATION



 


		9.1	After
                                         [***] from the Effective Date, LICENSEE may request to terminate this Agreement [***]



 


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



 


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



 


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



 






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		9.2.3	LICENSEE
                                         makes any voluntary arrangement with its creditors; or


 


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



 


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



 


		9.2.6	LICENSEE
                                         breaches any of the Commercialisation Obligations as listed in Schedule 1.



 


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



 


		9.4	Upon
                                         the termination of this Agreement:



 


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



 


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



 


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



 


		9.5	Clause
                                         5.1, 5.2, 6-8, 9.3, 9.4, 10 and 11 shall survive the termination of this Agreement.



 


	10.	ARBITRATION
AND GOVERNING LAW



 


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



 


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



 


		10.3	Notwithstanding
                                         the above, any dispute to the extent relating to the validity, scope, enforceability,
                                         inventorship, or ownership of intellectual property rights (each, a “Non-arbitrable
                                         Dispute”), shall not be subject to resolution by binding arbitration under
                                         Clause 10.1 and instead shall be resolved in a court or governmental agency of competent
                                         jurisdiction.



 


	11.	MISCELLANEOUS



 


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



 


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



 


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



 






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



 


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



 


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



 


To
A*CCELERATE:


 


To
LICENSEE: Refer to Schedule 1


 


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



 


		11.8	Novation.
                                         If at any time after the Effective Date the functions and operations of A*CCELERATE are
                                         assigned, merged, transferred into or otherwise forms part of another organisation of
                                         A*STAR (“the New Entity”) such that the New Entity takes over the
                                         whole or substantially the whole of A*CCELERATE’s operations, then it is agreed
                                         that this Agreement may, at the option of A*CCELERATE, be novated to the New Entity which
                                         will then assume all of A*CCELERATE’s rights and obligations hereunder. The Parties
                                         shall enter into a separate novation agreement or other agreement to effectuate the novation.



 


		11.9	Force
Majeure. Neither Party shall be responsible to the other for delay or failure in performance of any of the obligations imposed
by this Agreement, provided such delay or failure shall be occasioned by a cause beyond the control of and without the fault or
negligence of such Party, including fire, flood, explosion, lightning, windstorm, earthquake, subsidence of soil, failure of machinery
or equipment or supply of materials, discontinuity in the supply of power, court order or governmental interference, civil commotion,
epidemic, riot, war, terrorism or terrorist threats, strikes, labor disturbances, transportation difficulties or labor shortage
(“Force Majeure Event”). If the delay or failure in performance persists for more than three (3) months, the
other Party may have the additional right to terminate this Agreement immediately by notice in writing.



 


		12.	USE
                                         OF LICENSED TECHNOLOGY



 


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


 


		13.	PUBLICATIONS



 


		13.1	A*CCELERATE
shall comply with this Clause 13 with respect to publication of any journal, thesis, or dissertation, or present at any national,
international or professional meeting, the findings, methods and results pertaining to the Licensed Technology (each a “Publication”).



 


		13.2	A*CCELERATE
shall procure that where its Affiliates intend to publish or present (the “Publishing Party”) a Publication,
such Affiliate shall furnish a copy of such Publication to LICENSEE at least 60 days before such publication or presentation and
then LICENSEE, within 30 days of receipt of the Publication, forward its written objections to the Publishing Party if it determines
that its Confidential Information or patentable subject matter may be disclosed. If no written objection is made within the stipulated
time, the Publishing Party shall be free to proceed with the Publication.



 






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		13.3	Confidential
Information identified by LICENSEE shall be deleted from the Publication. In the event that the LICENSEE objects to any such publication
or presentation on the basis that the same would disclose patentable subject matter, A*CCELERATE shall procure that the Publishing
Party withhold such publication or presentation for a reasonable period in order for the relevant patent applications to be filed
with respect to such patentable subject matter.



 


	14.	OPTION
TO NEW INTELLECTUAL PROPERTY



 


[***]


 


 


Signature
page to follow


 






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


 


	SIGNED by	)	 	 
	Senior Vice President	)	 	 
	for and on behalf of	)	 	 
	ACCELERATE TECHNOLOGIES PTE LTD	)	 	 
	In the presence of 	 	 	 








 


 


 





	Name of Witness:	 
	Designation of Witness:


 



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	SIGNED by Clark Cheng	)	 	 
	Director	)	 	 
	for and on behalf of	)	 	 
	APTORUM INNOVATIONS HOLDING PTE LTD	)	 	 
	In the presence of 	 	 	 


 


 


 





	Name of Witness:	 
	Designation of Witness:


 






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SCHEDULE
1


 


 






    11


     


    

 


Exhibit
A of Schedule 1


Licensed
Patents


 


 






    12


     


    

 


Exhibit
B of Schedule 1


Licensed
Know-How





 


 




    13