Exhibit 10.6


 


FIFTH AMENDMENT


TO EXCLUSIVE PATENT LICENSE AGREEMENT


 


THIS FIFTH AMENDMENT TO EXCLUSIVE PATENT LICENSE
AGREEMENT (the “Fifth Amendment”) is made and entered effective as of the date of the last signature (the “Fifth Amendment
Effective Date”), by and between Regents of the University of Minnesota (the “University”), a Minnesota constitutional
corporation under the laws of the state of Minnesota, having a place of business at 200 Oak Street, SE, Suite 280, Minneapolis, Minnesota
55455, and Miromatrix Medical Inc., a corporation under the laws of the State of Delaware, having a business address of 10399 West
70th Street, Eden Prairie, MN 55344 (the “Company”) (each a “Party” and collectively, the “Parties”).


 


BACKGROUND


 


The Parties entered into that certain Exclusive
Patent License Agreement, dated and effective as of 04 February 2010, including, without limitation, Exhibit A, Terms and Conditions
of the Exclusive Patent License Agreement (the “Terms and Conditions”), and as amended under the First Amendment dated and
effective as of 17 November 2010 (the “First Amendment”), the Second Amendment dated and effective as of 12 March 2013
(the “Second Amendment”), the Third Amendment dated and effective as of 16 December 2014 (the “Third Amendment”)
and the Fourth Amendment dated and effective as of 21 September 2016 (the “Fourth Amendment”), under which the University
transferred ownership of the University’s right, title and interest in the Licensed Patents and Patent Applications to the Company,
as described more fully in the Exclusive Patent License Agreement, First Amendment, Second Amendment, Third Amendment and Fourth Amendment
(as amended, the “EPLA”). The Parties wish to amend the Company’s rights and obligations under the EPLA as provided
in this Fifth Amendment.


 


NOW, THEREFORE, THE PARTIES AGREE THAT:


 


1.            Capitalized
terms not otherwise defined in this Fifth Amendment have the meanings ascribed to them in the EPLA (and as amended by prior Amendments).


 


2.            The
Parties hereby amend Section 11.4.2 of the EPLA to read in its entirety as follows:


 


“11.4.2
Minimum Annual Cumulative Royalty Payment. Beginning in the calendar year in which any Assigned Product or combination of Assigned Products
first achieves cumulative Commercial Sales of five million dollars ($5,000,000), Company shall assume a minimum annual royalty obligation
as follows:


 


The Parties agree that an Assigned Product or combination
of Assigned Products first achieved cumulative Commercial Sales of five million dollars ($5,000,000) in calendar year 2018. Therefore,
if the total payments to the University under sections 11.4. and 11.5 do not aggregate to a minimum sum of $500,000 for each calendar
year during the Term of this Agreement, Company shall pay the University the difference between the total amounts actually paid to the
University under sections 11.4 and 11.5 of this Agreement for such year and the minimum sum of $500,000 (the “Difference”)
within 30 days following the end of such year, subject to the provisions of the following sentence. The Parties agree that the payment
of such Difference for each of calendar years 2020 and 2021 may be deferred by Company and such year’s Difference added to the $500,000
minimum sum required for calendar years 2022 and 2023, respectively. For example, if Company pays University $125,000 in royalties for
2020, Company shall be obligated to pay minimum sum of $875,000 in 2022. Beginning in 2024, Company will thereafter pay the $500,000 minimum
sum within 30 days following the end of such year.


 






     


     


    

 


3.            Amendment
Fee: $0. One time waiver of the license amendment fee.


 


IN WITNESS WHEREOF, acting through their respective
duly authorized representatives, the University and the Company have duly executed, delivered and entered into this Fifth Amendment as
of the Fifth Amendment Effective Date.


 


	Regents of the University of Minnesota	 	Miromatrix Medical Inc.
	 	 	 
	By:	/s/ Richard Huebsch	 	By:	/s/ Jeff Ross
	 	 	 
	Name:	Richard Huebsch	 	Name: 	Jeff Ross
	Title:	Executive Director	 	Title:	President and CEO
	 	Office for Technology	 	 
	 	Commercialization	 	 
	Date:	 February 18, 2021 | 8:57 PM CST	 	Date:	February 21, 2021 | 8:39 AM PST