Exhibit 10.2


 





University
of Minnesota


 


FIRST AMENDMENT
TO EXCLUSIVE PATENT LICENSE AGREEMENT


 


THIS
FIRST AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the “Amendment 1ST “) is entered into this 17th
day of November, 2010 by and between Regents of the University of Minnesota, a Minnesota constitutional corporation under
the laws of the state of Minnesota, having a place of business at 1000 Westgate Drive, Suite 160, St. Paul, MN 55114 (the “UNIVERSITY”),
and Miromatrix Medical Inc., a corporation under the laws of the state of Delaware, having a business address of 18683 Bearpath Trail,
Eden Prairie, MN 55347 (the “COMPANY”).


 


BACKGROUND


 


UNIVERSITY
and COMPANY entered into an Exclusive Patent License Agreement, dated and effective as of 04 February 2010, (the “EPLA”),
under which the UNIVERSITY granted to COMPANY an exclusive license to UNIVERSITY’S rights in numerous patents, as described more
fully in the EPLA.


 


The
parties now wish to amend and clarify the Licensees’ rights and obligations under the EPLA.


 


NOW,
THEREFORE, the parties agree as follows:


 


		1.	The
                                            language in Section 9(v) of the EPLA beginning with “within the latter of one (1) year
                                            after the Effective Date of six months after hiring a vice president of product development”
                                            is struck and replaced with “on or before June 30, 2013”
	 	 	 



		2.	Capitalized
                                            terms not otherwise defined in this Amendment 1St have the meaning provided in
                                            the EPLA.
	 	 	 



		3.	All
                                            other terms and conditions of the EPLA shall remain unchanged and in full effect.
	 	 	 



		4.	This
                                            Amendment may be executed concurrently in two or more counterparts, each of which shall be
                                            deemed an original, but all of which together shall constitute one and the same instrument.
                                            Facsimile execution and delivery of this Agreement shall be binding and enforceable for all
                                            purposes.



 






    1 


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Fourth Amendment to License
Agreement.


 





	Regents of the University of Minnesota	 	Miromatrix Medical Inc.
	 	 	 
	 	 	 	 	 
	By:	/s/ Jay W. Schrankler	 	By:	/s/ Robert Cohen 
	 	Jay W. Schrankler	 	 	Robert Cohen 
	 	Executive Director	 	 	President & CEO 
	 	Office for Technology Commercialization	 	 	 
	 	 	 	 	 
	Date: 11/17/2010	 	Date: 11/20/2010



 






    2 


     


    

 


University
of Minnesota


 


FIRST AMENDMENT
TO EXCLUSIVE PATENT LICENSE AGREEMENT


 


THIS
FIRST AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the “Amendment 1st”) is entered into this ___
day of November, 2010 by and between Regents of the University of Minnesota, a Minnesota constitutional corporation under the
laws of the state of Minnesota, having a place of business at 1000 Westgate Drive, Suite 160, St. Paul, MN 55114 (the “UNIVERSITY”),
and Miromatrix Medical Inc., a corporation under the laws of the state of Delaware, having a business address of 18683 Bearpath Trail,
Eden Prairie, MN 55347 (the “COMPANY”).


 


BACKGROUND


 


UNIVERSITY
and COMPANY entered into an Exclusive Patent License Agreement, dated and effective as of 04 February 2010, (the “EPLA”),
under which the UNIVERSITY granted to COMPANY an exclusive license to UNIVERSITY’S rights in numerous patents, as described more
fully in the EPLA.


 


The
parties now wish to amend and clarify the Licensees’ rights and obligations under the EPLA.


 


NOW,
THEREFORE, the parties agree as follows:


 


		1.	The
                                            language in Section 9(v) of the EPLA beginning with “within the latter of one (1) year
                                            after the Effective Date of six months after hiring a vice president of product development”
                                            is struck and replaced with “on or before June 30, 2013”
	 	 	 



		2.	Capitalized
                                            terms not otherwise defined in this Amendment IS` have the meaning provided in the EPLA.
	 	 	 



		3.	All
                                            other terms and conditions of the EPLA shall remain unchanged and in full effect.
	 	 	 



		4.	This
                                            Amendment may be executed concurrently in two or more counterparts, each of which shall be
                                            deemed an original, but all of which together shall constitute one and the same instrument.
                                            Facsimile execution and delivery of this Agreement shall be binding and enforceable for all
                                            purposes.



 






    1 


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Fourth Amendment to License Agreement.


 





	Regents of the University of Minnesota	 	Miromatrix Medical Inc.
	 	 	 
	 	 	 	 	 
	By:	/s/ Jay W. Schrankler	 	By:	/s/ Robert Cohen 
	 	Jay W. Schrankler	 	 	Robert Cohen 
	 	Executive Director	 	 	President & CEO 
	 	Office for Technology Commercialization	 	 	 
	 	 	 	 	 
	Date: 11/17/10	 	Date: 11/20/10


 








    2