ALFRED E. MANN FOUNDATION FOR SCIENTIFIC RESEARCH

Exhibit 10.4

XXXXXX X. XXXX FOUNDATION FOR SCIENTIFIC RESEARCH

25 000 Xxx Xxxxxx Xxxx

Xxxxx Xxxxxxx, XX 00000

October 1, 2013

Axonics Modulation Technologies, Inc.

00000 Xxxxxxxxxx Xxx

Xxxxx 000

Xxxxxx, XX 00000

Dear Sirs:

Reference is made to that certain License Agreement of even date herewith between Axonics Modulation Technologies, Inc. and the undersigned. This will confirm that at your option the undersigned will expand the territories included under the license to be worldwide or, if you so direct, the undersigned will enter into a comparable license agreement covering areas outside the United States with an entity controlled by the founders of Axonics Modulation Technologies, Inc. In the latter case, such license would be based on economic and other terms, other than the territory covered, as is set forth in the License Agreement.

Very truly yours,

Xxxxxx X. Xxxx Foundation for Scientific Research

By:		/s/ Xxxx X. Xxxxxxxxx
		Name: Xxxx X. Xxxxxxxxx
		Title: General Counsel