Exhibit 10.9


 


LICENSE AGREEMENT


 


THIS AGREEMENT is entered
into as of the 1st day of December 2014 (the “Effective Date”), by and between Miromatrix Medical Inc., a corporation organized
under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347, (“Miromatrix”),
and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First Street SW, Rochester,
MN 55905 (“Mayo”).


 


WHEREAS, Miromatrix and Mayo
previously entered into License Agreements dated January 1, 2011 and September 15, 2013;


 


WHEREAS, Miromatrix and Mayo
wish to further this relationship whereby Mayo Performs certain services for Miromatrix relating to Miromatrix decellularization/recellularization
technology (the “Services”);


 


WHEREAS, Mayo wishes to acquire
certain Series B Preferred Stock (the “Stock”) from Miromatrix and Miromatrix wishes to provide such Stock to Mayo;


 


WHEREAS, Dr. Allan Dietz of
Mayo’s Human Cellular Therapy Laboratory (the “Laboratory”) shall be Mayo’s principal provider of services for
Miromatrix (the “Principal Investigator”).


 


NOW, THEREFORE, in consideration
of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties agree as follows:


 


	1.	Scope of Work.



 


		1.1	Mayo agrees to use its best efforts to perform the Services in accordance with the Statement of Work attached
hereto as Exhibit A (the “Project”).



 


		1.2	Mayo shall perform the Project in accordance with standards applicable to work of similar type and scope
to the Project performed by those skilled in the relevant art, as well as all laws and regulations that apply to such type of work. For
the avoidance of doubt, the work under this agreement will not be to GMP standards.



 


		2.	Term. The parties shall perform their respective obligations for the Project commencing
with the Effective Date of this Agreement and terminating on December 31, 2016 (the “Term”).



 






     


     


    

 


	3.	Payment.



 


		3.1	The Project will be funded by $200,000.00 (the “Mayo Project Cost”) in ILP funds from Mayo,
as approved on July 16, 2014, and $764,700.00 in funds to be provided by Miromatrix (the “Miromatrix Project Cost”). The Mayo
Project Cost and the Miromatrix Project Cost (cumulatively, the “Project Cost”) will be allocated as described in the Budget
with funds supporting efforts at both Mayo and Miromatrix.



 


		3.2	Mayo and Miromatrix agree to conduct the Project pursuant to the budget attached hereto as Exhibit B (the
 “Budget”).



 


		3.3	Mayo and Miromatrix may reasonably reallocate funds within categories of the Budget to complete the Project.



 


		3.4	In consideration of the Mayo Project Cost, Miromatrix will deliver to Mayo a certificate representing
26,667 shares of Stock (calculated by dividing $200,000 by the $7.50/share price) (the “Consideration”).



 


	4.	Materials Provided.



 


		4.1	Miromatrix shall provide certain materials in order to support Mayo’s efforts associated with the
Project. These materials Shall consist primarily of decellularized organs and certain recellularized organs (the “Materials”).



 


		4.2	All Materials shall remain the property of Miromatrix and will be used by Mayo solely for the Project.
The Materials shall be returned to Miromatrix or destroyed by Mayo, as requested by Miromatrix, at the end of the Term of this Agreement
or upon early termination of this Agreement



 


		4.3	The Materials shall be used with prudence and appropriate caution in any experimental work. THE MATERIALS
ARE PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. Miromatrix
agrees to defend and indemnify Mayo from any and all claims and damages in any way arising from the acquisition, use, storage or disposal
of the Materials by Mayo, unless such claim is due to negligence on the part of Mayo.



 


		4.4	No option, license, or conveyance of rights, express or implied, is granted by Miromatrix to Mayo in connection
with any Materials provided under this Agreement, except the right to use the Materials strictly in accordance with the terms of this
Agreement



 


	5.	Principal Investigator. If, for any reason, the Principal Investigator is unable to continue
to serve as Principal Investigator, Mayo shall be entitled to designate another individual who is reasonably acceptable to Miromatrix
to serve as Principal Investigator of the Project.



 


	6.	Independent Contractor.



 


		6.1	Mayo is an independent contractor of Miromatrix.



 


		6.2	Nothing in this Agreement shall be construed to create a partnership or joint venture between Mayo and
Miromatrix, nor shall either party’s employees, servants, agents or representatives be considered the employees, servants, agents
or representatives of the other. Neither party shall have any express or implied right or authority to assume or create any obligation
on behalf of, or in the name of, the other party; or to bind the other party to any contract, agreement or undertaking with any third
party.



 






     


     


    

 


	7.	Reports and Records.



 


		7.1	Mayo shall provide Miromatrix with periodic progress reports on the Project, detailing, for example, work
completed and results achieved.



 


		7.2	Mayo shall provide Miromatrix with a final written report within thirty (30) days following completion
of the Project or upon earlier termination of this Agreement.



 


		7.3	Mayo shall, at mutually agreed upon times, meet with Miromatrix’ representatives to discuss Project
results and reports.



 


	8.	Intellectual Property Rights.



 


		8.1	Ownership of inventions and/or discoveries developed under this Agreement shall follow inventorship under
U.S. Patent law:



 


		(a)	Mayo shall own all right, title and interest in and to inventions and/or discoveries whether patentable,
copyrightable or otherwise developed solely by Mayo employees under this Agreement, except that Miromatrix shall retain a worldwide, irrevocable,
non-exclusive, royalty-free right to use such inventions and/or discoveries developed under this Agreement for non-commercial, internal
research activities. Mayo shall disclose such inventions and/or discoveries to Miromatrix in writing within one (1) month of their invention
and/or discovery.



 


		(b)	Mayo and Miromatrix shall jointly own inventions and/or discoveries developed by employees of both parties.
Miromatrix shall have a right of first offer to license Mayo’s interest in such inventions and/or discoveries in accordance with
the provisions of this Section 8.



 


		(c)	Miromatrix shall own all right, title and interest in and to inventions and/or discoveries, whether patentable,
copyrightable or otherwise, developed solely by Miromatrix’ employees or agents.



 


		8.2	During the Term of this Agreement, Mayo grants to Miromatrix an option to acquire an exclusive license
to inventions and/or discoveries developed by Mayo as a result of work on the Project. Such option shall remain in effect for ninety (90)
days after the date of detailed written disclosure to Miromatrix. If Miromatrix has not notified Mayo in writing of its desire to enter
into license negotiations within such ninety (90) day period, Mayo shall have the right, but not the obligation, to license such rights
to a third party.



 


		8.3	Should a mutually acceptable license agreement not be executed and delivered within ninety (90) days from
the date Mayo provides Miromatrix with a draft license agreement, Mayo shall have the right, but not the obligation, to license its rights
to inventions and discoveries described in Section 8.1(a) and (b) to a third party on terms no less favorable in the aggregate to Mayo
than those offered by Miromatrix for the same or substantially
similar rights. It shall be within Mayo’s sole reasonable discretion to determine the relative favorability of different offers.



 


		8.4	This Agreement does not grant any right, title or interest in or to any tangible or intangible property
right of either party, including any improvements thereon, that is not expressly stated in Section 8.2. All such rights, titles and interests
are expressly reserved by the owner and the other party agrees that in no event will this Agreement be construed as a sale, an assignment,
or an implied license of any such tangible or intangible property rights.



 


		8.5	Mayo’s proprietary Platelet Lysate media supplement will specifically NOT be used in the work performed
under this agreement and as such any developments incorporating this supplement will specifically not be subject to the option granted
to Miromatrix in this agreement.



 






     


     


    

 


	9.	Termination.



 


		9.1	This Agreement may be terminated prior to the expiration of the Term should either party materially breach
this Agreement, the non-breaching party provides the breaching party with thirty (30) days advance written notice of termination, and
such breach is not remedied within such thirty (30) day period.



 


		9.2	In the event of termination pursuant to Section 9.1 by Miromatrix, at Miromatrix’ option, Mayo shall
return to Miromatrix the Consideration paid under Section 3.4 of this Agreement and Miromatrix shall waive all rights and options to data,
results and Mayo inventions and discoveries as granted hereunder..



 


		9.3	In the event of termination pursuant to Section 9.1 by Mayo, Miromatrix shall reimburse Mayo for the amount
of the Mayo Project Cost corresponding to the percent of the Budget “Specific Aims” already completed as of the date of termination.



 


	10.	Warranty Disclaimers. MAYO SERVICES AND INVENTIONS PROVIDED OR CREATED PURSUANT TO THIS
AGREEMENT ARE “AS IS”, “WITH ALL FAULTS, AND “WITH ALL DEFECTS” AND MAYO DISCLAIMS AND MAKES NO WARRANTIES
OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,
PATENTABILITY OR THAT MIROMATRIX’ USE OF THE PROJECT RESULTS WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS OR
OTHER RIGHTS OF THIRD PARTIES.



 


	11.	LIMIT OF LIABILITY. MIROMATRIX AGREES THAT MAYO AND ITS AFFILIATES WILL NOT BE LIABLE FOR
ANY LOSS OR DAMAGE CAUSED BY OR ARISING OUT OF ANY RIGHTS GRANTED OR PERFORMANCE MADE UNDER THIS AGREEMENT, WHETHER TO OR BY COMPANY OR
A THIRD PARTY. IN NO EVENT WILL MAYO’S LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
LOSSES OR DAMAGES, EVEN IF MAYO HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, OR EXCEED THE TOTAL AMOUNT OF CONSIDERATION WHICH HAS ACTUALLY BEEN PAID TO MAYO BY MIROMATRIX AS
OF THE DATE OF FILING AN ACTION AGAINST MAYO WHICH RESULTS IN THE SETTLEMENT OR AWARD OF DAMAGES TO MIROMATRIX.



 






     


     


    

 


	12.	Confidentiality. Mayo and Miromatrix have executed a Confidentiality and Non-Disclosure
Agreement dated August 1, 2014 and attached as Exhibit C (the “CDA”) that is hereby incorporated by reference in this Agreement.
All results relating to the Project are hereby included in the definition of Confidential Information in the CDA.



 


	13.	Publicity. Miromatrix will not use for publicity, promotion, or otherwise, any logo, name,
trade name, service mark, or trademark of Mayo or its Affiliates, including, but not limited to, the terms “Mayo®,” “Mayo
Clinic®,” and the triple shield Mayo logo, or any simulation, abbreviation, or adaptation of the same, or the name of any Mayo
employee or agent, without Mayo’s prior, written, express consent. Mayo may withhold such consent in Mayo’s absolute discretion.
With regard to the use of Mayo’s name, all requests for approval pursuant to this Section must be submitted to the Mayo Clinic Public
Affairs Business Relations Group, at the following e-mail address: PublicAffairsBR@Mayo.edu at least five business days prior to the date
on which a response is needed. Mayo will not use for publicity, promotion, or otherwise, any logo, name, trade name, service mark, or
trademark of Miromatrix or its Affiliates, or the name of any Miromatrix employee or agent, without Miromatrix’ prior, written,
express consent. Miromatrix may withhold such consent in Miromatrix’ absolute discretion.



 


	14.	Notice. Any notice or communication pursuant to this Agreement shall be sufficiently made
or given if sent by certified or registered mail, postage prepaid, or by overnight courier, with proof of delivery by receipt, addressed
to the address below or as either party shall designate by written notice to the other party.



 


In the case of Mayo:


 


Tim Argo

Mayo Clinic Ventures

200 First Street SW

Rochester MN 55905

Telephone No: (507) 284-1839


 


In the case of Miromatrix:


 


Robert Cohen

President & CEO

Miromatrix Medical Inc.

18683 Bearpath Trail

Eden Prairie, MN 55347

Telephone No: (612) 202-7026


 






     


     


    

 


	15.	Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota exclusive of choice of law except interpretation of patent rights.



 


	16.	Entire Agreement. This Agreement, together the agreements signed on January 1, 2011 and
September 15, 2013 with all attachments and exhibits, constitutes the entire agreement and understanding between the parties and supersedes
any prior or contemporaneous negotiations, agreements, understandings, or arrangements of any nature or kind with respect to the subject
matter herein. In the event of any inconsistency between this Agreement or any attachments and exhibits, the terms of this Agreement shall
govern.



 


	17.	Waiver. Neither party waives its right to enforce any and all provisions of the Agreement
at any time during the Term. Either party’s failure to enforce any provision shall not prejudice such party from later enforcing
or exercising the same or any other provision of the Agreement.



 


	18.	Modifications. This Agreement may not be changed, altered, modified, amended, rescinded,
canceled or waived except by a writing executed by authorized representatives of the parties.



 


	19.	Binding Agreement on Successors. This Agreement shall be binding upon each party’s
successors and assigns.



 


	20.	Headings. Headings are for convenience of reference only, and not for interpreting the provisions
of the Agreement.



 


	21.	Counterparts. This Agreement may be executed in counterparts, and by either party on separate
counterpart, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.



 


	22.	Potential New Organ Prize. In the event that the $1,000,000.00 New Organ Liver Prize offered
by the Methuselah Foundation (http://www.neworgan.org/prize.php) is awarded to Miromatrix based upon the Project, Miromatrix shall grant
$1,000,000.00 of Miromatrix stock from the then-most recently open financing round to Mayo at the price/share then in effect.



 


	23.	Payment Schedule. Miromatrix shall pay Mayo for the Project pursuant to the schedule incorporated
in the Budget. At the conclusion of each noted portion of the project, Mayo shall submit an invoice to Miromatrix for the amount due.



 


[Remainder of this page intentionally left blank]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed by their respective duly authorized representatives as of the date first above written.


 


	 	MIROMATRIX MEDICAL INC.
	 	 	 
	 	By:	/s/ Robert Cohen
	 	Name: 	Robert Cohen
	 	Title: 	President & CEO
	 	 	 
	 	Date: 12/19/2014
	 	 	 
	 	MAYO FOUNDATION FOR MEDICAL 

EDUCATION AND RESEARCH
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Date: 12/10/2014



 






     


     


    

 


Miromatrix/Mayo Transplantable Liver Project


 


Exhibit A- Statement of Work


 


The Transplantable Liver Program “Project”
is divided into three Specific Aims consisting of work being performed at Miromatrix and the Mayo Clinic over a continuous 24 calendar
months period. Included in the specific aim budget (Exhibit B) below are funds for a dedicated Post-Doc in Dr. Allan Dietz’s Lab
($75,000) and a dedicated Scientist in Dr. Scott Nyberg’s Lab ($160,000). Below is a summary of each specific aim and the desired
outcome.


 


Summary of Project Specific Aims/Milestones -
2 year program:


 


	1.	Characterization of Re-Endothelialization Liver Seeded In-Vivo with Hepatocytes Seeding [18 months]



 


		1.	Demonstrate continuous perfusion of transplanted re-endothelialized liver for 30 days



 


		2.	Characterize seeding with hepatocytes at time of implantation at 7 days



 


		3.	Characterize seeding with hepatocytes at time of implantation at 30 days



 


	2.	Optimization of Hepatocyte Seeding in Liver Matrix [13 months]



 


		1.	Optimization of hepatocyte seeding condition (perfusion versus injection, single cells versus spheroids)



 


		2.	Optimization of culturing media conditions



 


		3.	Final culturing optimization



 


	3.	Characterization of Transplanted Recellularized Liver [11 months]



 


		1.	Characterize fully recellularized liver at 7 days



 


		2.	Characterize fully recellularized liver at 30 days



 






     


     


    

 


Detailed Statement of Work


 


Specific Aim #1-1 (6 months- January 2015-June 2015) 


 


The goal of specific aim 1-1 is to first demonstrate
the ability of a re-endothelialized (revascularized) liver graft to be transplanted into a recipient large animal and remain perfused
for 30 days. Four (4) pigs will be successfully transplanted with a re-endothelialized graft and monitored for 30 days to characterize
the hemodynamics of the transplanted graft during this time. Success will be determined by the degree of open vascularity during the duration.


 


Responsibilities/budget:


 


Miromatrix:


 


Miromatrix is responsible for the decellularization,
recellularization including endothelial cell seeding optimization, and the delivery of the graft to Mayo.


 


Mayo:


 


Dr. Scott Nyberg is responsible for the transplantation,
a minimum of weekly hemodynamic characterization via ultrasound, explantation, and histological evaluation of the graft.


 


Dr. Allan Dietz is responsible for the isolation
and characterization of the pig endothelial cells which will be transferred to Miromatrix. Allogeneic endothelial cells will be used unless
an immune rejection is detected and then autologous endothelial cells will be used.


 


Specific Aim #1-2 (6 months- June 2015-December 2015)


 


The goal of specific aim 1-2 is to utilize the
successful results from Specific Aim 1-1 and then seed the graft with autologous hepatocytes at the time of implantation of the re-endothelialized
liver graft. This specific aims explores the ability of hepatocytes and accessory liver cells to proliferate in-vivo when seeded into
a fully revascularized liver construct. A total of six (6) pigs will be successfully transplanted with a re-endothelialized graft with
three (3) receiving autologous hepatocytes via direct injection and three (3) receiving autologous hepatocytes via perfusion (utilizing
results from Specific Aim 2-1) for 7 days. Histological characterization will include H&E, pig albumin, Ki67, and a specific endothelial
and bile duct cell marker. Successful results are defined by the detection of viable hepatocytes in the transplanted liver graft after
7 days.


 


Responsibilities:


 


Miromatrix:


 


Miromatrix is responsible for the decellularization,
recellularization including endothelial cell seeding optimization, and the delivery of the graft to Mayo.


 


Mayo:


 


Dr. Scott Nyberg is responsible for the transplantation,
autologous hepatocyte isolation, injection or perfusion of hepatocytes, animal care, and general histological evaluation of the graft.


 


Dr. Allan Dietz is responsible for the isolation
and characterization of the pig endothelial cells which will be transferred to Miromatrix and the immunohistochemical staining of the
explanted liver sections for pig albumin, Ki67, and a specific endothelial and bile duct cell marker.


 






     


     


    

 


Specific Aim #1-3 (6 months- January 2016-June 2016) 


 


The goal of specific aim 1-3 utilizes the
successful results from Specific Aim 1-2 to seed the graft with autologous hepatocytes at the time of implantation of the
revascularized liver graft for 30 days. This specific aim further characterizes the ability of hepatocytes and accessory liver cells
to proliferate and function in-vivo when seeded into a fully revascularized liver construct. The results of Specific Aim 1-2 will be
used to define the desired seeding technique. A total of six (6) pigs will be successfully transplanted with a re-endothelialized
graft with the defined method from Specific Aim 1-2. Histological characterization will include H&E, pig albumin, Ki67, and a
specific endothelial and bile duct cell marker.


 


Responsibilities:


 


Miromatrix:


 


Miromatrix is responsible for the decellularization,
recellularization including endothelial cell seeding optimization, and the delivery of the graft to Mayo.


 


Mayo:


 


Dr. Scott Nyberg is responsible for the transplantation,
autologous hepatocyte isolation, injection or perfusion of hepatocytes, animal care, and general histological evaluation of the graft.


 


Dr. Allan Dietz is responsible for the isolation
and characterization of the pig endothelial cells which will be transferred to Miromatrix and the immunohistochemical staining of the
explanted liver sections for pig albumin, Ki67, and a specific endothelial and bile duct cell marker.


 


Specific Aim #2-1 (5 months- January 2015-May 2015)


 


The goal of specific aim 2-1 is the optimization
of hepatocyte seeding conditions with endothelial and bile duct epithelial cells to define the optimal seeding conditions to support hepatocyte
engraftment into the matrix. For each seeding condition (perfusion, direct injection, or the combination) five (5) liver constructs will
be seeded with isolated hepatocytes or five (5) liver constructs will be seeded with spheroids for seven (7) to fourteen (14) days of
in-vitro cell culture in a Miromatrix -designed bioreactor system. Characterization of engraftment, viability and functionality will be
achieved through the media characterization of glucose, albumin and urea levels. In addition, histological analysis including staining
for hepatocytes, endothelial and bile duct epithelial cells, and SEM will be performed to evaluate the spatial orientation of the seeded
hepatocytes. Success will be defined by the percent of viable hepatocyte after the defined cell culture duration and the level of metabolic
activity.


 


Responsibilities:


 


Miromatrix:


 


Miromatrix is responsible for the decellularization,
hepatocyte and endothelial cell seeding optimization, isolation of media, and fixation of the liver graft.


 


Mayo:


 


Dr. Scott Nyberg is responsible for the isolation
of the hepatocytes, growth of spheroids and their shipment/transfer to Miromatrix.


 


Dr. Allan Dietz is responsible for the histological
submission of the samples, media analysis and immunohistochemical staining.


 






     


     


    

 


Specific Aim #2-2 (5 months- June 2015-October 2015)


 


The goal of specific aim 2-2 is the optimization
of cell culture media to maximum hepatocyte function, endothelial and bile duct epithelial cell proliferation. Six (6) cell culture media
conditions, to be defined by Miromatrix and Mayo, will be evaluated on five (5) recellularized liver constructs for a total of thirty
(30) constructs for seven plus (7+) days of in-vitro cell culture in a Miromatrix designed bioreactor system. Each construct will be characterized
by glucose, albumin and urea analysis. In addition, histological analysis including staining for hepatocytes, endothelial cells, epithelial
cell, and proliferation will be performed to define the optimal condition. Success will be defined by the percent of viable hepatocyte
after the defined cell culture duration and the level of metabolic activity, the percent endothelial cell coverage within the vasculature,
and the percent bile duct cell coverage within the bile duct system.


 


Responsibilities:


 


Miromatrix:


 


Miromatrix is responsible for the decellularization,
media screening of half of the conditions, isolation of media and fixation of the liver graft.


 


Mayo:


 


Dr. Scott Nyberg is responsible for the isolation
of the hepatocytes and/or the growth of spheroids depending on the defined seeding protocol from Specific Aim 2-1.


 


Dr. Allan Dietz is responsible for media screening
of half of the conditions to be defined by Miromatrix, isolation of media, and fixation of the liver graft. In addition, Dr. Dietz’
group will coordinate histological submission of the samples, media analysis, and immunohistochemical staining.


 


Specific Aim #2-3 (3 months- November 2015-Janurary 2016) 


 


The goal of specific aim 2-3 is the final optimization
of cell culture conditions to maximize the successful complete recellularization of the liver construct for transplantation in Specific
Aim 3. Utilizing the defined seeding protocol for Specific Aim 2-1 and the media condition from Specific Aim 2-2, Specific Aim 3-3 will
involve the further optimization of cell seeding, culturing duration, bioreactor modification and whole liver construct characterization
through the culturing of ten (10) liver constructs. Success will be defined by the increased percent of viable hepatocytes after the defined
cell culture duration and the level of metabolic activity, the increased percent endothelial cell coverage within the vasculature, and
the increased percent bile duct cell coverage within the bile duct system.


 


Responsibilities:


 


Miromatrix:


 


Miromatrix is responsible for the decellularization,
cell seeding and final optimization of half of the conditions, isolation of media, and fixation of the liver graft.


 


Mayo:


 


Dr. Scott Nyberg is responsible for the isolation
of the hepatocytes and/or the growth of spheroids depending on the defined seeding protocol from Specific Aim 2-2.


 


Dr. Allan Dietz is responsible for cell seeding
and final optimization of half of the conditions to be defined by Miromatrix, isolation of media, and fixation of the liver graft. In
addition, Dr. Dietz’ group will coordinate histological submission of the samples, media analysis and immunohistochemical staining
of all liver samples.


 






     


     


    

 


Specific Aim #3-1(6 months- February 2016-July 2016)


 


The goal of specific aim 3-1 utilizes the successful
results from Specific Aim 2-3 to provide an optimized recellularized liver graft for transplantation. A total of five (5) pigs will be
successfully transplanted with a recellularized liver graft with the defined seeding and culture method from Specific Aim 2-3 for 7 days.
Hepatocyte seeding will involve the autologous isolation of hepatocytes, possible endothelial cells and bile duct cells from the recipient
pig prior to transplantation depending on earlier results. Following transplantation, the hemodynamics of the transplanted graft will
be evaluated via ultrasound to assess perfusion of the graft. Following explantation, histological characterization will include H&E,
pig albumin, Ki67, and a specific endothelial and bile duct cell marker. Success will be defined by the successful transplantation, vascular
flow after 7 days, and the percent of viable hepatocytes after 7 days.


 


Responsibilities:


 


Miromatrix:


 


Miromatrix is responsible for the decellularization
, recellularization of half of the grafts, and the delivery of the graft to Mayo.


 


Mayo:


 


Dr. Scott Nyberg is responsible for the autologous
hepatocyte isolation, transfer of cells to Miromatrix or Dr. Dietz’ group, transplantation of the recellularized graft, animal care,
and general histological evaluation of the graft.


 


Dr. Allan Dietz is responsible for the recellularization
of half of the grafts (defined by Miromatrix) and immunohistochemical staining of the explanted liver sections for pig albumin, Ki67 and
a specific endothelial and bile duct cell marker.


 


Specific Aim #3-2 (5 months- August 2016-December 2016)


 


The goal of specific aim 3-1 utilizes the
successful results from Specific Aim 3-1 to characterize longterm transplantation of the recellularized liver graft. A total of six
(6) pigs will be successfully transplanted with a recellularized liver graft with the defined seeding and culture method from
Specific Aim 3-1 for 30 days. Hepatocyte seeding will involve the autologous isolation of hepatocytes, possible endothelial cells
and bile duct cells from the recipient pig prior to transplantation depending on earlier results. Following transplantation, the
hemodynamics of the transplanted graft will be evaluated via ultrasound to assess perfusion of the graft. Following explantation,
histological characterization will include H&E, pig albumin, Ki67, and a specific endothelial and bile duct cell marker. Success
will be defined by the successful transplantation, vascular flow after 30 days, and the percent of viable hepatocytes after 30
days.


 


Responsibilities:


 


Miromatrix:


 


Miromatrix is responsible for the decellularization
, recellularization of half of the grafts, and the delivery of the graft to Mayo.


 


Mayo:


 


Dr. Scott Nyberg is responsible for the autologous
hepatocyte isolation, transfer of cells to Miromatrix or Dr. Dietz’ group, transplantation of the recellularized graft, animal care,
and general histological evaluation of the graft.


 


Dr. Allan Dietz is responsible for the recellularization
of half of the grafts (defined by Miromatrix) and immunohistochemical staining of the explanted liver sections for pig albumin, Ki67,
and a specific endothelial and bile duct cell marker.


 






     


     


    

 


Exhibit B


 


Mayo Cost


 


	 	 	Cost Each	 	 	Qty	 	 	 Total	 	Lab
	7 Day Implant Animal Costs	 	$	2,500	 	 	 	16	 	 	$	40,000	 	 	Nyberg
	30 Day Implant Animal Costs	 	$	3,500	 	 	 	16	 	 	$	56,000	 	 	Nyberg
	Hepatocyte Isolation	 	$	2,500	 	 	 	23	 	 	$	57,500	 	 	Nyberg
	In-Vitro Liver Culture	 	$	1,600	 	 	 	32	 	 	$	51,200	 	 	Dietz
	Histological Analysis (Immuno)	 	 	 	 	 	 	 	 	 	$	30,000	 	 	Dietz
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Analysis (ELISA, media ETC)	 	 	 	 	 	 	 	 	 	$	40,000	 	 	Nyberg/Dietz
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FTE Support	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nyberg (24 months)	 	 	 	 	 	 	 	 	 	$	160,000	 	 	 
	Dietz	 	 	 	 	 	 	 	 	 	$	75,000	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Mayo Direct Costs	 	 	 	 	 	 	 	 	 	$	509,700	 	 	 
	Indirect Costs	 	 	 	 	 	 	 	 	 	$	152,910	 	 	 
	Total Mayo Direct + Indirect Costs	 	 	 	 	 	 	 	 	 	$	662,610	 	 	 
	Mayo ILP Funds	 	 	 	 	 	 	 	 	 	$	200,000	 	 	 
	Miromatrix Funds Payable to Mayo	 	 	 	 	 	 	 	 	 	$	462,610	 	 	 



 


	 	 	Nyberg

Funds	 	 	Dietz Funds	 	 	Miromatrix

Funds	 	 	Project Total	 
	Specific Aim #1	 	$	106,333	 	 	$	35,000	 	 	$	97,333	 	 	 	 
	Specific Aim #2	 	$	110,833	 	 	$	93,400	 	 	$	113,033	 	 	 	 
	Specific Aim #3	 	$	116,333	 	 	$	47,800	 	 	$	91,723	 	 	 	 
	Total Direct Costs	 	$	333,500	 	 	$	176,200	 	 	$	302,090	 	 	 	 
	Indirect Costs	 	$	100,050	 	 	$	52,860	 	 	 	 	 	 	 	 
	Total Direct + Indirect Costs	 	$	433,550	 	 	$	229,060	 	 	$	302,090	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	964,700 	 



  


Payment Schedule


 


	 	 	Percent	 	 	Estimated
    

    Date	 	Amount	 	 	Minus
    ILP Funds	 	 	Total
    Due	 
	Specific Aim
    #1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Miromatrix authorization
    of initiation of Specific Aim	 	 	85	%	 	1/1/2015	 	$	156,172.00	 	 	$	(100,000.00	)	 	$	56,172.00	 
	Delivery of Final Report by Mayo
    to Miromatrix	 	 	15	%	 	7/1/2016	 	$	27,561.00	 	 	 	 	 	 	$	27,561.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Specific Aim
    #2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Miromatrix authorization of initiation
    of Specific Aim	 	 	85	%	 	1/1/2015	 	$	225,677.00	 	 	$	(100,000.00	)	 	$	125,677.00	 
	Delivery of Final Report by Mayo
    to Miromatrix	 	 	15	%	 	2/1/2016	 	$	39,826.00	 	 	 	 	 	 	$	39,826.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Specific Aim
    #3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Miromatrix authorization of initiation
    of Specific Aim	 	 	85	%	 	2/1/2016	 	$	181,367.00	 	 	 	 	 	 	$	181,367.00	 
	Delivery of Final Report by Mayo
    to Miromatrix	 	 	15	%	 	12/31/2016	 	$	32,006.00	 	 	 	 	 	 	$	32,006.00	 




 






     


     


    

 


EXHIBIT C


 


CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT


 


 



     


     


    

 





MUTUAL CONFIDENTIALITY AGREEMENT


 


This Agreement is made this 28th day of October,
2014 (“Effective Date”) by and between Mayo Foundation for Medical Education and Research, with offices at 200 First
Street SW, Rochester, Minnesota 55905 (“Mayo”) and Miromatrix Medical Inc. with offices at 18683 Bearpath Trail, Eden
Prairie, MN 55347 (“Company”). As used herein, a party disclosing Information (as defined below) shall be defined as the “Disclosing
Party”, and the party to whom the Disclosing Party discloses such information shall be defined as the “Recipient.” In
order to protect certain confidential information that may be disclosed between Mayo and Company, the parties agree as follows:


 


	1.	Definition. Confidential information (“Information”) shall consist of all unpublished
or nonpublic information or materials including, but not limited to, written, oral or virtually presented information and such items as
electronic media products, trade secrets, financial information, equipment, databases and the like (a) for Mayo, clinical and developmental
know-how associated with the culturing of stem cells and the transplantation of decellularized organs (Mayo file # 2010-315); and (b)
for Company, developmental, scientific, market, and clinical know-how and information associated with decellularization, recellularization,
maturation, and utilization of animal and human organs and other vascularized tissue, that is provided in the course of discussions between
Mayo and Company or in the performance of services by Mayo for Company (“Relationship”).



 


The Recipient’s duties under
this Agreement shall apply only to Information that is:


 


		(a)	disclosed by the Disclosing Party in writing and is marked at the time of disclosure to indicate it is
confidential;



 


		(b)	disclosed by the Disclosing Party in any other manner and is indicated at the time of disclosure to be
confidential and thereafter is also summarized and designated as confidential in written form and delivered to Recipient within one month
of the disclosure; or



 


		(c)	disclosed in the form of tangible materials transmitted to Recipient with an accompanying written notification
indicating the confidential nature of the materials.



 


	2.	Non-Disclosure and Non-Use. Information shall not:



 


		(a)	be used for any purpose other than the Relationship; or



 


		(b)	be disclosed in any manner to any third party without the prior written consent of the Disclosing Party.
Recipient may disclose Information to its employees and those of its legal affiliates, attorneys and accountants (“Recipient Representatives”)
who have a need to know exclusively for purposes of the Relationship, provided that Recipient Representatives are bound by Recipient to
maintain the confidentiality of the Information in compliance with this Agreement.



 






     


     


    

 


	3.	Exceptions. This Agreement imposes no obligation upon Recipient with respect to Information that
Recipient can prove to a court of competent jurisdiction:



 


		(a)	was at the time of receipt, in the public domain, which means information that is generally known among
or readily accessible to persons that normally deal with the kind of information in question; or



 


		(b)	became, after its receipt, part of the public domain through no fault of Recipient; or



 


		(c)	was in the possession of Recipient before its receipt from the Disclosing Party or its representatives;
or



 


		(d)	is received in good faith by Recipient from a third party and is not subject to an obligation of confidentiality
owed to the third party; or



 


		(e)	is independently developed by Recipient without reference to Information received hereunder, as established
by competent proof; or



 


		(f)	is disclosed pursuant to a requirement or request of a government agency, subpoena or other legal proceeding,
provided that in the event that Recipient becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil
investigation demand, other demand or request by government agency or the application of statutes, rules and regulations under the federal
securities laws or similar process) to disclose any of the Information, Recipient shall provide the Disclosing Party with prompt written
notice of such requirement prior to such disclosure to allow the Disclosing Party to seek a protective order or other remedy. In the event
that a protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, Recipient
agrees to furnish only that portion of the Information that Recipient reasonably believes is legally required to be furnished.



 


	4.	Standard of Care. Each party shall protect Information using the same degree of care, but no less
than a reasonable degree of care, as the party uses to protect its own confidential information. In the event that Recipient becomes aware
of any use or disclosure not consistent with the purpose of this Agreement, Recipient shall immediately notify the Disclosing Party and
endeavor to prevent any further unauthorized disclosure or use. The owners of Information may seek equitable and legal remedies as appropriate
in the event of a threatened or actual disclosure.



 


	5.	Term. This Agreement controls only Information that is disclosed to Recipient during the period
between the Effective date and three (3) years later. However either party may terminate this period earlier by prior written notice to
the other party. The obligations of Recipient under this Agreement shall survive and continue for four (4) years after the expiration
or termination of this Agreement.



 


	6.	Termination. Upon the termination or completion of the Negotiations, all documents in each party’s
possession that incorporate the other party’s Information shall be returned to the Disclosing Party. Each party may retain one copy
of the Information in its legal offices for archival purposes.



 






     


     


    

 


	7.	Export Control. The parties agree not to use or otherwise export or re-export anything exchanged
or transferred between them pursuant to this agreement except as authorized by United States law and the laws of the
jurisdiction in which it was obtained. In particular, but without limitation, items exchanged may not be exported or re-exported (a) into
any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S.
Department of Commerce Denied Person’s List or Entity List. By entering into this Agreement, each party represents and warrants
that it is not located in any such country or on any such list. Each party also agrees that it will not use any item exchanged for any
purposes prohibited by United States law. In the event either party becomes aware of any suspected violations of this paragraph that party
will promptly inform the other party of such suspected violation, and cooperate with the other party in any subsequent investigation and
defense, be they civil or criminal.



 


	8.	No License. Under this Agreement neither party (a) acquires any license under intellectual property
rights of the other party; or (b) has an obligation to purchase from or sell to the other party any service or item.



 


	9.	Amendment. This Agreement may not be amended or modified except by a writing signed by both parties
and identified as an amendment to this Agreement.



 


	10.	Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties, their
heirs, legal representatives, successors and assigns.



 


	11.	Complete Agreement. This Agreement constitutes the final, complete and exclusive agreement between
the parties with respect to its subject matter and supercedes all past and contemporaneous agreements, promises and understandings, whether
oral or written, between the parties.



 


	12.	Relationship. It is mutually understood and agreed that the relationship between the parties is
that of independent contractors. Neither party is the agent, employee or servant of the other. Except as specifically set forth herein,
neither party shall have nor exercise any control or direction over the methods by which the other party performs work or obligations
under this Agreement. Further, nothing in this Agreement is intended to create any partnership, joint venture, lease or equity relationship,
expressly or by implication, between the parties.



 


	13.	Severability. In the event any provision of this Agreement is held to be invalid or unenforceable,
the remainder of this Agreement shall remain in full force and effect as if the invalid or unenforceable provision had never been a part
of the Agreement.



 


	14.	Waiver. The failure of either party to complain of any default by the other party or to enforce
any of such party’s rights, no matter how long such failure may continue, will not constitute a waiver of the party’s rights
under this Agreement. The waiver by either party of any breach of any provision of this Agreement shall not be construed as a waiver of
any subsequent breach of the same or any other provision. No part of this Agreement may be waived except by the further written agreement
of the parties.



 


	15.	Use of Name. Except as provided in Paragraph 3(f) above, neither party shall, without the
                                                                   prior written consent of the other party, directly or indirectly, make any public or private comment, statement or communication
                                                                   with respect to, or otherwise disclose or permit the disclosure of the existence of discussions regarding a possible transaction
                                                                   between the parties or any of the terms, conditions or
other aspects of any such transaction or any other Information. Neither party will use the name or trademarks of the other party in any
news release, publicity, advertising, endorsement or commercial communication without the prior written approval of the other party. All
requests for approval of the use of Mayo’s name pursuant to this Paragraph must be submitted to the Mayo Clinic Public Affairs Business
Relations Group, at the following E-mail address: publicaffairsbr@mayo.edu at least five (5) business days prior to the date on which
a response is needed.



 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement in duplicate by proper person there unto duly authorized.


 


	MAYO FOUNDATION FOR MEDICAL

    EDUCATION AND RESEARCH	 	MIROMATRIX MEDICAL INC.
	 	 	 
	By:	/s/ James A. Rogers III	 	By:	/s/ Robert Cohen
	 	 	 	 	 
	Date:	11/4/2014	 	Date:	 11/4/2014
	 	 	 
	Name:  	 James A. Rogers III	 	Name:  	Robert Cohen



 


	 	 	 
	Printed Title:  	Chair, Mayo Clinic Ventures	 	Printed Title:  	 President & CEO