Exhibit 10.25


 


Amendment No. 1


to


Patent and Know-How License
Agreement


 


This Amendment No. 1 to the
Patent and Know-How License Agreement (this “Amendment”), amending that certain Patent and Know-How License Agreement
(the “License Agreement”), dated as of June 30, 2019, by and between Miromatrix Medical Inc., a Delaware corporation
(“Licensor”), and Reprise Biomedical, Inc., a Minnesota corporation (“Licensee”), is made as of
October 3, 2019.


 


WHEREAS, Licensor and Licensee
desire to amend the License Agreement to as provided below.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and by their signatures to this Amendment, Licensor
and Licensee hereby amend the License Agreement in the following manner:


 


		1.	Definitions. Capitalized terms used but not otherwise defined herein shall have the meaning assigned
to them in the License Agreement. The term “Agreement” as used in the License Agreement shall at all times refer to the License
Agreement as modified by this Amendment.



 


		2.	Amendment to Section 4.1 of the License Agreement. Section 4.1 is hereby amended and restated in
its entirety to read as follows:



 


“4.1 Royalty.
In consideration of the rights and licenses granted under this Agreement, Licensee shall pay to Licensor a royalty of six and one-half
percent (6.5%) of Net Sales of all Licensed Products sold between the Effective Date and the earlier of the expiration of the Term and
the Royalty End Date (“Royalty”). For the avoidance of doubt, the Royalty is to be calculated the same in amount and
term as the royalty that would have been owed by Licensor for the Net Sales of all Licensed Products under a Patent Assignment Agreement
with the University of Minnesota originally effective as of February 4, 2010 (the “University Agreement”) if made by
the Licensor directly, and Licensor shall be entitled to no additional Royalty from Licensee under this Agreement beyond that what would
have been owed to the University of Minnesota from sale of the Licensed Products if made by the Licensor directly. If at any time during
the Term the royalty that would otherwise have been so owed by Licensor to the University of Minnesota for the Net Sales of the Licensed
Products is reduced, then the Royalty shall be reduced by a corresponding amount.”


 






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		3.	Amendment to Section 4.4(a) of the License Agreement. Section 4.4(a) is hereby amended and restated
in its entirety to read as follows:



 


“4.4 Payment Terms
and Royalty Statements.


 


(a)              
Licensee shall pay all Royalties, Minimum Royalties, and any other sums payable under this Agreement for each Quarterly Period
within thirty (30) days of the end of such Quarterly Period. Licensee shall make all payments in US dollars by wire transfer of immediately
available funds to a bank account to be designated in writing by Licensor. Licensor shall use Licensee’s payments of Royalties and
Minimum Royalties to fully pay the royalties owed to the University of Minnesota with respect to the Licensed Products and shall make
such payment within five (5) days of receipt of payment from Licensee. If, after notice of breach and a ten (10) day opportunity to cure,
Licensor has not cured a breach of the preceding sentence, then Licensee may pay (at its sole option) the University of Minnesota directly
for any amounts owed to them and offset such amounts paid against any other amounts due to Licensor hereunder for the remainder of the
Term.”


 


		4.	Continued Validity of License Agreement. Unless otherwise modified or supplemented by the terms
of this Amendment, all terms and conditions of the License Agreement, including the Schedules thereto, shall continue in full force and
effect.



 


		5.	Governing Law; Submission to Jurisdiction.



 


(a)              
This Amendment and all related documents, and all matters arising out of or relating to this Amendment, are governed by, and construed
in accordance with, the laws of the State of Minnesota, United States of America, without regard to the conflict of laws provisions thereof
to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the
State of Minnesota.


 


(b)              
Any action, suit, or other proceeding arising out of or related to this Amendment must be instituted exclusively in the federal
courts of the United States or the courts of the State of Minnesota, and each Party (as defined in the License Agreement) irrevocably
submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or
other document by mail to such Party’s address set forth in the License Agreement will be effective service of process for any action,
suit, or other proceeding brought in any such court.


 


		6.	Counterparts. This Amendment may be executed in counterparts, each of which will be deemed an original,
but all of which together will be deemed to be one and the same agreement. A signed copy of this Amendment delivered by facsimile, email,
or other means of electronic transmission (to which assigned PDF copy is attached) will be deemed to have the same legal effect as delivery
of an original signed copy of this Amendment.



 


IN WITNESS WHEREOF, the parties
hereto have executed this Amendment No. 1 to the Patent and Know-How License Agreement as of the date first written above.


 






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	 	LICENSOR - Miromatrix Medical Inc.
	 	 
	 	By	/s/ Jeff Ross
	 	Name:	Jeff Ross
	 	Title:	Chief Executive Officer
	 	 	 
	 	LICENSEE - Reprise Biomedical, Inc.
	 	 
	 	By	/s/ Carrie Powers
	 	Name:	Carrie Powers
	 	Title:	 President and Chief Executive Officer






 






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