Exhibit 10.5


 





FOURTH AMENDMENT


TO EXCLUSIVE PATENT LICENSE AGREEMENT


 


THIS FOURTH AMENDMENT TO
EXCLUSIVE PATENT LICENSE AGREEMENT (the "Fourth Amendment") is made and entered effective as of the date of the last signature
(the "Fourth 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
an 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 "Tunis 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"), and the Third Amendment dated and effective as of 16 December 2014 (the "Third Amendment"),
under which the University granted to the Company an exclusive license to the University's intellectual property rights in the Licensed
Technology, as described more fully in the Exclusive Patent License Agreement, First Amendment, Second Amendment and Third Amendment
(as amended, the "EPLA"). The Parties wish to effect the transfer of ownership of the University's right, title and interest
in the Licensed Patents and Patent Applications to the Company and for Company to continue to be bound by the financial terms and all
other terms of the EPLA, as amended, except as set forth hereinbelow. To effect such transfer, the Parties now wish, inter alia, to amend
the University's and the Company's rights and obligations under the EPLA as provided in this Fourth Amendment.


 


NOW, THEREFORE, THE PARTIES
AGREE THAT:


 


EPLA


 


1.                 
Definitions: Capitalized terms not otherwise defined in this Fourth Amendment have the meanings ascribed to them in the
EPLA. In all instances in the EPLA (except as set forth in Section 6 hereinbelow), the use of the word(s) "Licensee", "license,"
 "licensed," "Licensed Patent," "Licensed Product," and the like shall hereafter refer to "Assignee",
 "assign," "assigned," "Assigned Patent," "Assigned Product," etc. The definitions of each such
capitalized tem' shall not be altered. The sole intent of the modifications of this Section 1 is to recognize that the previous license
transaction now has been converted to an assignment and transfer.


 


2.               
Title: The EPLA hereby is retitled "Patent Assignment Agreement." All references in the EPLA to "Exclusive
Patent License Agreement" or "EPLA" henceforth shall refer to Patent Assignment Agreement.


 






    Fourth Amendment to Exclusive Patent License Agreement
Page 1



     


    

 


3.                
 Technology: Section 5.1 of the EPLA, Licensed Patent(s) (§1.12) is hereby deleted in its entirety and replaced with
the following:


 


	Country	 	Serial Number	 	Patent Number
	Australia	 	2006282783	 	2006282783
	Australia	 	2010236855	 	2010236855
	Australia	 	2013224686	 	2013224686
	Belgium	 	06790024.1	 	1928519
	Belgium	 	11181797.9	 	2431063
	China	 	201210287455.7	 	ZL201210287455.7
	China	 	200680030925.4	 	ZL200680030925.4
	European Patent Office	 	06790024.1	 	1928519
	European Patent Office	 	11181797.9	 	2431063
	France	 	06790024.1	 	1928519
	France	 	11181797.9	 	2431063
	Germany	 	11181797.9	 	6020060451752.9/2431063
	Germany	 	06790024.1	 	6020060428636.9/1928519
	Hong Kong	 	12109340.4	 	HK1168565
	India	 	1741/DELNP/2008	 	263193
	Israel	 	189418	 	189418
	Italy	 	06790024.1	 	1928519
	Italy	 	11181797.9	 	2431063
	Korea Rep Of	 	10-2013-7028378	 	10-1420585
	Korea Rep Of	 	10-2008-7007151	 	10-1376013
	Mexico	 	MX/a/2008/002589	 	320910
	Mexico	 	MX/A/2011/010197	 	319353
	Netherlands	 	06790024.1	 	1928519
	Netherlands	 	11181797.9	 	2431063
	Poland	 	06790024.1	 	1928519
	Poland	 	11181797.9	 	2431063
	Russia	 	2008111503	 	2463081
	Singapore	 	2011018983	 	170731
	Spain	 	11181797.9	 	2431063





 






    Fourth Amendment to Exclusive Patent License Agreement
Page 2



     


    

 


	Country	 	Serial Number	 	Patent Number
	Spain	 	06790024.1	 	1928519
	Sweden	 	06790024.1	 	1928519
	Sweden	 	11181797.9	 	2431063
	Switzerland	 	06790024.1	 	1928519
	Switzerland	 	11181797.9	 	2431063
	Turkey	 	06790024.1	 	TR201203945T4/1928519
	Turkey	 	11181797.9	 	2431063
	United Kingdom	 	06790024.1	 	1928519
	United Kingdom	 	11181797.9	 	2431063
	United States	 	12/064,613	 	8,470,520




 


Section 5.2 of the EPLA,
Patent Applications (§1.16) is hereby deleted in its entirety and replaced with the following:


 


	Country	 	Serial Number
	Australia	 	2015224503
	Canada	 	2,618,731
	Canada	 	2,757,457
	China	 	201080024899.0
	European Patent Office	 	15170077.0
	European Patent Office	 	10723848.7
	Hong Kong	 	12111387.4
	Hong Kong	 	filed in July 2016 (related to HK1168565)
	India	 	5160/DELNP/2014
	India	 	7719/DELNP/2011
	Israel	 	233821
	Israel	 	215463
	Japan	 	2012-248398
	Japan	 	2008-528231
	Japan	 	2015-164446
	Japan	 	2012-503673
	Japan	 	2015-094591
	Korea Rep Of	 	10-2014-7007674




 






    Fourth Amendment to Exclusive Patent License Agreement
Page 3



     


    

 


	Country	 	Serial Number
	Korea Rep Of	 	10-2011-7025607
	Mexico	 	MX/a/2014/006778
	PCT	 	PCT/US2006/033415
	PCT	 	PCT/US2010/046644
	PCT	 	PCT/US2010/029463
	Russia	 	2012122055
	Russia	 	2011143730
	Singapore	 	200801197-5
	Singapore	 	.10201401131W
	Singapore	 	10201603074Q
	Singapore	 	201107081-0
	United States	 	13/725,030
	United States	 	60/815,242
	United States	 	60/711,501
	United States	 	13/913,974
	United States	 	60/711,509
	United States	 	11/512,009
	United States	 	12/547,021
	United States	 	13/262,286
	United States	 	61/211,613



 


4.                 
Sublicense Rights (§3.1.2): Section 7 of the EPLA is deleted in its entirety.


 


5.                 
Federal Government Rights (§3.2): Section 7 of the EPLA is deleted in its entirety and replaced as follows:


 


Federal Government Rights
(§3.5): Yes.


 


6.               
Performance Milestones (§ 5.1): The parties agree that the Company has satisfactorily performed each of the Milestones
listed in Section 9, Performance Milestones (§ 5.1) of the EPLA.


 


7.                 
Payments (§6.1): Section 11.4.2 of the EPLA is deleted in its entirety and replaced as follows:


 






    Fourth Amendment to Exclusive Patent License Agreement
Page 4



     


    

 


     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), the following minimum annual royalty obligation applies:
If the total payments to the University under sections 11.4. and 11.5 do not aggregate to a minimum of $500,000 for each calendar year
during the Term of this Agreement, the Licensee 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 within 30 days following the
end of such year.


 


In Section 11.5 of the EPLA only, the
word "License" shall be substituted for the word "Sublicense" and "Licensee" shall refer to Company as
 "Assignee" in each instance.


 


8.                
Licensee's Address for Notice (p3): Section 12 of the EPLA is hereby amended to change Licensee's address for notice to:


 


Miromatrix Medical Inc.


Attention: Robert Cohen


10399 West 70th Street


Eden Prairie, MN 55344


Telephone No. 612-202-7026


Email: rcohen@miromatrix.com


 


9.            
Licensee's Contact Person for Patent Prosecution Consultation (§4.2.3): Section 13 of the EPLA is hereby amended to change
Licensee's contact person to:


 


Miromatrix Medical Inc.


Attention: Robert Cohen


10399 West 70th Street


Eden Prairie, MN 55344


Telephone No. 612-202-7026


Email: rcohen@miromatrix.com


 


10.            
Observer Rights: Section 14 of the EPLA is hereby amended to change the designation of the University's representative
from "Doug Johnson" to "Jay Schrankler."


 


TERMS AND CONDITIONS


 


11.               
Definitions. In all instances, the use of the word(s) "Licensee", "license," "licensed,"
 "Licensed Patent," "Licensed Product," and the like shall hereafter refer to "Assignee", "assign,"
 "assigned," "Assigned Patent," "Assigned Product," etc. except in Section 5.5 no change to the word "license"
is intended. The sole intent of the modifications of this Section 11 is to recognize that the previous license transaction now has been
converted to an assignment and transfer.


 


In Section 1.1 of the Terms
and Conditions, the word "Licensee" shall be understood to refer to Company as "Assignee" the word "Licensee"
shall be substituted for the word "sublicensee" in each instance.


 






    Fourth Amendment to Exclusive Patent License Agreement
Page 5



     


    

 


Section 1.10 of the Terms
and Conditions shall be deleted in its entirety.


 


In Sections 1.23, 1.24 and
6.5.2 of the Terms and Conditions, the word "License" shall be substituted for the word "Sublicense" in each instance,
whether in its uppercase or lowercase form and "Licensee(s) of the Assignee" shall be substituted for "sublicensees"
in Section 1.24 and 6.5.2.


 


12.            Grant
of License and Obligations. Section 3 of the Terms and Conditions is hereby deleted in its entirety and replaced with the following:


 


3.             Assignment:


 


3.1       In
consideration of the premises and the terms and conditions contained in the EPLA and this Fourth Amendment, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the University hereby unconditionally and irrevocably assigns
to the Company, and the Company hereby accepts, 100% of the University's right, title, and interest in the Licensed Patents and Patent
Applications (as well as such rights in any divisions, continuations in whole or part, substitute applications, reissues, reexaminations,
extensions, supplementary protection certificates, certificates of invention, utility models, related patent applications and the like)
(collectively, the "IP") for the entire term of any issued patent(s) deriving from the IP, and for the entire terms of any
and all patents, patent applications and patents that may ultimately issue from such applications (as well as such rights in any divisions,
continuations in whole or part, substitute applications, reissues, reexaminations, extensions, supplementary protection certificates,
certificates of invention, utility models, related patent applications and the like) anywhere in the world that, at any time, claim benefit
or priority from any of the IP. Notwithstanding the foregoing, University retains an irrevocable, world-wide, royalty-free, non-exclusive
right to use each Licensed Patent and Licensed Patent Application for teaching, research and educational purposes, but not to include
any commercial purposes. The University shall have the right to sublicense its rights under this section to one or more non-profit academic
or research institutions, but only in the event that such non-profit academic or research institution signs a contemporaneous agreement
in a form reasonably acceptable to Company that grants Company a non-exclusive, royalty-free license under any patents or patent applications
issued or filed by such non¬profit academic or research institution that, if practiced, would infringe the Licensed Technology.


 


3.2       The
University hereby assigns to the Company all of the rights, privileges (including the benefit of any attorney-client privilege or attorney
work product privilege), title and interest in and to the IP being assigned and set over to the Company hereunder, including, without
limitation, all income, royalties, damages, right to sue, right to enforce and any and all payments now or hereafter due or payable with
respect thereto (excluding any payments due the University from the Company pursuant to the EPLA), and the right to bring any claim,
suit, counterclaim, and recover for the past, present and future infringement of the rights assigned hereunder.


 






    Fourth Amendment to Exclusive Patent License Agreement
Page 6



     


    

 


3.3       The
University authorizes the United States Patent and Trademark Office and all foreign patent offices to issue any patents resulting from
the IP to the Company and to transfer ownership of any existing patents resulting from the IP to the Company. The right, title and interest
in the IP transferred hereunder is to be held and enjoyed by the Company and the Company's successors and assigns as fully and exclusively
as it would have been held and enjoyed by the University had this assignment not been made.


 


3.4       The
University further agrees to: (a) sign and cause to be signed the form of assignment of patent right attached hereto as Exhibit A transferring
University's entire right, title and interest in the Licensed Patents and Patent Applications to the Company and cause, or cooperate
with Company in causing, such assignment to be filed and recorded with the United States Patent and Trademark Office; (b) cooperate with
the Company in the prosecution of any patent applications derived from the IP; (c) execute, verify, acknowledge and deliver all such
further papers reasonably necessary to effect the intent of this Fourth Amendment, including patent applications and instruments of transfer;
and (d) perform such other acts as the Company lawfully and reasonably may request to obtain or maintain any patents derived from the
IP in any and all countries.


 


3.5       Company
acknowledges that the United States federal government funded the development, in whole or in part, the applications and patents in UMN
Z08174 (collectively, the "NIH-Funded IP") and, therefore, as it relates to the NIH Funded IP:, (i) the federal government
may have certain rights in and to such intellectual property rights as those rights are described in Chapter 18, Title 35 of the United
States Code and accompanying regulations, including Part 401, Chapter 37 of the Code of Federal Regulations, and (ii) the Parties' rights
and obligations with respect to such intellectual property rights, including the assignments set forth herein, are subject to the applicable
terms of these laws and regulations. University will use good faith efforts to secure National Institutes of Health ("NIH")
approval for the assignment to Company of the NIH-Funded IP in a timely manner. Company shall be responsible for drafting all required
documents for submission to NIH and University shall have final approval of the content of such documents. Until such time as the NIH-Funded
IP is assigned to Company, or in the event that NIH makes a final determination that the NIH-Funded IP cannot be assigned to Company,
such NIH-Funded IP shall continue to be subject to the terms and conditions of the EPLA as if this Fourth Amendment was not effective.


 


The applications in UMN Z08174 are shown
below:


 


	Canada	2809990
	China	201180052952.2
	Hong Kong	14100212.6
	India	2789/DELNP/2013
	Israel	224964
	Korea Rep of	10-2013-7008118
	Mexico	MX/a/2013/002372


 






    Fourth Amendment to Exclusive Patent License Agreement
Page 7



     


    

 


	PCT	PCT/US2011/050266
	Russia	2013114382
	United States	61/379,073
	United States	13/820,079



 





The granted/issued patents in UMN Z08174are
shown below:


 


	Country	 	Serial Number	 	Patent Number
	Australia	 	2011295779	 	2011295779
	Belgium	 	117796927.3	 	2611472
	European Patent Office	 	11776927.3	 	2611472
	France	 	11776927.3	 	2611472
	Germany	 	11776927.3	 	602011023264.9/2611472
	Italy	 	11776427.3	 	2611472
	Japan	 	2013527329	 	5931878
	Netherlands	 	11776927.3	 	2611472
	Poland	 	11776927.3	 	2611472
	Singapore	 	2013015706	 	188369
	Spain	 	11776927.3	 	2611472
	Sweden	 	11776427.3	 	2611472
	Switzerland	 	11776927.3	 	2611472
	Turkey	 	11776427.3	 	TR20 I 602464T4/2611472
	United Kingdom	 	11776927.3	 	2611472




 


Company agrees that it will not assign
any rights under the Licensed Technology, the Licensed Patent Applications or the Licensed Patents granted in this Section 3 including,
but not limited to, the rights granted under Section 3.1 and Section 3.2 (collectively, the "Transferred Rights") to any third
party unless the third party intended assignee agrees to assume all obligations of Company with respect to the Transferred Rights to
be assigned and the third party assignee provides such assurance to the University in a form reasonably acceptable to the University.


 


13.           Applications
and Patents. Section 4 of the Terms and Conditions is hereby deleted in its entirety and replaced with the following:


 


4.             Applications
and Patents:


 


4.1       The
Company shall diligently pursue the prosecution of all Licensed Patent Applications to issuance of the resulting patents, and shall not
abandon, withdraw or discontinue prosecution of any Patent Application without first consulting with and obtaining the University's prior
written consent, which consent shall not be unreasonably withheld, if the parties agree that the issuance of a patent from such application
is unlikely or is no longer to the benefit of the patent prosecution strategy for the Licensed Technology.


 






    Fourth Amendment to Exclusive Patent License Agreement
Page 8



     


    

 


4.2       If
the Company intends not to pursue the prosecution or maintenance of a Licensed Patent or Patent Application in a particular country,
or to take any other action with respect to a Licensed Patent or Patent Application in a particular country that is useful or necessary
to establish or preserve rights with respect to the Licensed Products, the Company shall so notify the University in writing and in good
time to enable the University to meet any deadlines by which an action must be taken to establish or preserve any such rights. Upon receipt
of any such notice, the University shall have the right, but not the obligation, to pursue the filing or registration, or support the
continued prosecution or maintenance, of such Licensed Patent or Patent Application at its expense in such country. If the University
elects to pursue such filing or registration, as the case may be, or continue such support, then the University shall notify the Company
of such election and the Company shall, and shall cause its agents and Affiliates to, cooperate with the University in this regard.


 


4.3       At
the University's request, the Company will provide a schedule listing all applicable filing deadlines and estimate of associated costs
necessary to maintain the Licensed Patents and Patent Applications in a particular country to the University in writing.


 


14.            Infringement.
Section 7 of the Terms and Conditions is hereby deleted in its entirety and replaced with the following:


 


7.       Infringement.


 


7.1       If
a party learns of substantial, credible evidence that a third party is making, using, or selling a product in the Field of Use in the
Territory that infringes a Licensed Patent, such party shall promptly notify the other party in writing of the possible infringement
and in such notice describe in detail the information suggesting infringement of the Licensed Patent. No provision of this Agreement
limits, conditions, or otherwise affects Company's statutory and common-law rights to commence an action to enforce a Licensed Patent.


 


7.2       Any
amounts recovered (less amounts paid for reasonable attorneys' fees and legal expenses) by Licensee in such action or settlement that
constitute compensation for lost profits or sales will be considered subject to the royalty rate in subsection 11.4.1 of the EPLA. All
other amounts recovered (less amounts paid for reasonable attorneys' fees and legal expenses) by Licensee in such action or settlement
will be considered Sublicense Revenues subject to Section 11.5.2 of the EPLA.


 


15.           Termination:
Section 8 of the Terms and Conditions is hereby deleted in its entirety.


 






    Fourth Amendment to Exclusive Patent License Agreement
Page 9



     


    

 


16.              
 Warranties: Section 10.4 of the Terms and Conditions is hereby deleted in its entirety.


 


17.               
Damages: Section 11.3 of the Terms and Conditions is hereby deleted in its entirety.


 


18.               
Assignment and Sublicense: Section 13 of the Terms and Conditions is hereby deleted in its entirety.


 


19.               
Payments (§6.1): In Section 11.5 of the EPLA, the word "License" shall be substituted for the word "Sublicense"
in each instance.


 


20.               
Change of Control: Section 14 of the Terms and Conditions is hereby deleted in its entirety.


 


21.               
Security Interest: Section 26 of the Terms and Conditions is hereby deleted in its entirety.


 


22.               
Survival: Section 27 of the Terms and Conditions is hereby deleted in its entirety and replaced as follows:


 


"Licensee's obligations that have
accrued before the effective date of termination, purported termination or expiration of this Agreement (e.g., the obligation to report
and make payments on sales, leases, or dispositions of Licensed Products and to reimburse the University for costs) and the obligations
specified in section 6.1 survive. The obligations and rights set forth in sections 6.4, 9, 10, 11, 15 and 28 also survive termination,
purported termination or expiration of this Agreement.


 


23.           Administration
Fee. Within thirty (30) days of the signing of the assignments pursuant to Sections 3.5 to 3.8 of the EPLA (as amended) by University,
Miromatrix will pay University an Administration Fee fifty thousand ($50,000).


 


24.            Definitions:
Section 1.23 of the Terms and Conditions shall be replaced in its entirety as follows:


 


1.23 "Sublicense Revenues"
means all revenue, in whatever form, but excluding Sublicense Royalties, received by the Licensee in consideration of its granting a
third party a license or assignment to any of its rights under the Agreement, including, without limitation, receipt of annual milestone
attainment, license issuance, maintenance or up-front payments, or technology access fee; and issuance of securities or real, personal
or intangible property.


 






    Fourth Amendment to Exclusive Patent License Agreement
Page 10



     


    

 


25.               
University Address for Notice Purposes:


 


In Section 23 of the Terms
and Conditions, notice to the University should be given to the Office for Technology Commercialization as follows:


 


University of Minnesota


Office for Technology Commercialization


Attn: Contracts Manager


200 Oak St. SE, Suite 280


Minneapolis, MN 55455


Phone: 612.624.0550


Fax: 612.624.6554


E-mail: otcagree@umn.edu


Web site: http://www.research.umn.edu/techcomm


 


26.             
General. Except as amended, deleted, or otherwise modified by this Fourth Amendment, the terms of the EPLA, including,
without limitation, the Terms and Conditions and including in particular the payment obligations of the Company to the University, shall
remain in full force and effect and enforceable against and legally binding upon the Parties. If there is any conflict between the terms
of this Fourth Amendment and the terms of the EPLA, the terms of this Fourth Amendment shall control.


 


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


 


	Regents of
    the University of Minnesota	 	Miromatrix
    Medical Inc.
	 	 	 
	By: 	/s/
    Jay Schrankler 	 	By: 	 /s/
    Robert Cohen
	Name: Jay Schrankler	 	Name: Robert
    Cohen
	Title: Executive
    Director	 	Title: President
    and CEO
	Office for
    Technology	 	 
	Commercialization	 	 
	Date: 9/15/2016	 	Date: 9/21/2016
    



  






    Fourth Amendment to Exclusive Patent License Agreement
Page 11



     


    

 


EXHIBIT A


 


Form of Assignment of Patent and Patent Application
recordable with the United States Patent and Trademark Office


 


[ATTACHED HEREINBELOW]


 






    Fourth Amendment to Exclusive Patent License Agreement
Page 12



     


    

 


UNIVERSITY OF MINNESOTA


 


ASSIGNMENT


 


WHEREAS, REGENTS OF THE UNIVERSITY
OF MINNESOTA ("Assignor"), having offices at 600 McNamara Alumni Center, 200 Oak Street SE, Minneapolis, Minnesota 55455-2020,
possesses the entire right, title and interest in and to the applications and patents listed in attached Exhibit A (collectively, the
 "University Patents and Applications"); and


 


WHEREAS, Miromatrix Medical
Inc. ("Assignee"), a corporation under the laws of the State of Delaware, having a business address of 10399 West 70th Street,
Eden Prairie, MN 55344, desires to acquire the entire right, title and interest in and to the University Patents and Applications and
any and all additional Letters Patent that may emanate therefrom.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby sells, assigns, transfers and
sets over unto Assignee, its successors and assigns, the entire right, title and interest in the University Patents and Applications
and to any and all Letters Patent of the United States and any foreign countries that may emanate from the University Patents and Applications,
including rights under the International Convention for the Protection of Industrial Property, and in and to any and all extensions,
divisions, continuations, continuations-in-part or reissues of said University Patents and Applications and Letters Patent that may be
granted, the same to be held and enjoyed by Assignee for its own use and benefit and use and benefit of its successors and assigns through
the latest expiration date of any patent or application comprising the University Patents and Applications, as fully and entirely as
the same would have been held and enjoyed by Assignor had this assignment not been made. This assignment specifically includes the exclusive
right to enforce all rights under the University Patents and Applications in the name of Assignee and to recover damages for past infringement
of the rights conveyed herein.


 


Assignor hereby authorizes
said Assignee, its successors and assigns, or anyone it may properly designate, to continue prosecution of the University Patents and
Applications, to apply for additional Letters Patent, in its own name if desired, in any and all foreign countries, and additionally
to claim the filing date of said University Patents and Applications and/or otherwise take advantage of the provisions of the International
Convention.


 


Assignor does hereby covenant
and agree with said Assignee, its successors and assigns, that Assignor will not execute in writing or do any act whatsoever conflicting
with these presents, and that Assignor at any time upon request, without further or additional consideration, but at the expense of said
Assignee, its successors and assigns, execute such additional writings and do such additional acts as said Assignee, its successors and
assigns, may deem necessary or desirable to perfect the Assignee's enjoyment of this assignment, and render all assistance necessary
or appropriate in making application for and obtaining original, divisional, reissues or extended Letters Patent of the United States,
or of any and all foreign countries on said invention, and in enforcing any rights occurring as a result of such application or patents,
by giving testimony in any proceedings or transactions involving such applications or patents.


 






    Fourth Amendment to Exclusive Patent License Agreement
Page 13



     


    

 


Assignor hereby requests
the Honorable Commissioner of Patents and Trademarks to issue all Letters Patent to Assignee in accordance with the University Patents
and Applications set forth this instrument.


 


IN WITNESS WHEREOF, I have
hereunto set my hand on this 15th day of September, 2016 on behalf of Assignor:


 


	 	REGENTS OF THE UNIVERSITY OF MINNESOTA
	 	 
	 	/s/ Jay Schrankler
	 	 



 


STATE OF MINNESOTA


 


COUNTY OF HENNEPIN


 


On this 15th day of
September, 2016, before me personally appeared Jay Schrankler, to me known to be the person described in and who executed
the foregoing instrument and acknowledged that s/he executed the same as his/her free act and deed.


 


IN WITNESS WHEREOF, I have
hereunto affixed my official signature with the seal of my office, the day and year above written.


 


	 	/s/ Resa M. Gilats
	 	 
	 	Notary Public
	 	 



 






    Fourth Amendment to Exclusive Patent License Agreement
Page 14



     


    

 


UNIVERSITY OF MINNESOTA


 


ASSIGNMENT


 


WHEREAS, REGENTS OF THE UNIVERSITY
OF MINNESOTA ("Assignor"), having offices at 600 McNamara Alumni Center, 200 Oak Street SE, Minneapolis, Minnesota 55455-2020,
possesses the entire right, title and interest in and to the applications and patents listed in attached Exhibit A (collectively, the
 "University Patents and Applications"); and


 


WHEREAS, Miromatrix Medical
Inc. ("Assignee"), a corporation under the laws of the State of Delaware, having a business address of 10399 West 70th Street,
Eden Prairie, MN 55344, desires to acquire the entire right, title and interest in and to the University Patents and Applications and
any and all additional Letters Patent that may emanate therefrom.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby sells, assigns, transfers and
sets over unto Assignee, its successors and assigns, the entire right, title and interest in the University Patents and Applications
and to any and all Letters Patent of the United States and any foreign countries that may emanate from the University Patents and Applications,
including rights under the International Convention for the Protection of Industrial Property, and in and to any and all extensions,
divisions, continuations, continuations-in-part or reissues of said University Patents and Applications and Letters Patent that may be
granted, the same to be held and enjoyed by Assignee for its own use and benefit and use and benefit of its successors and assigns through
the latest expiration date of any patent or application comprising the University Patents and Applications, as fully and entirely as
the same would have been held and enjoyed by Assignor had this assignment not been made. This assignment specifically includes the exclusive
right to enforce all rights under the University Patents and Applications in the name of Assignee and to recover damages for past infringement
of the rights conveyed herein.


 


Assignor hereby authorizes
said Assignee, its successors and assigns, or anyone it may properly designate, to continue prosecution of the University Patents and
Applications, to apply for additional Letters Patent, in its own name if desired, in any and all foreign countries, and additionally
to claim the filing date of said University Patents and Applications and/or otherwise take advantage of the provisions of the International
Convention.


 


Assignor does hereby covenant
and agree with said Assignee, its successors and assigns, that Assignor will not execute in writing or do any act whatsoever conflicting
with these presents, and that Assignor at any time upon request, without further or additional consideration, but at the expense of said
Assignee, its successors and assigns, execute such additional writings and do such additional acts as said Assignee, its successors and
assigns, may deem necessary or desirable to perfect the Assignee's enjoyment of this assignment, and render all assistance necessary
or appropriate in making application for and obtaining original, divisional, reissues or extended Letters Patent of the United States,
or of any and all foreign countries on said invention, and in enforcing any rights occurring as a result of such application or patents,
by giving testimony in any proceedings or transactions involving such applications or patents.


 






    Fourth Amendment to Exclusive Patent License Agreement
Page 15



     


    

 


Assignor hereby requests the Honorable Commissioner
of Patents and Trademarks to issue all Letters Patent to Assignee in accordance with the University Patents and Applications set forth
this instrument.


 


IN WITNESS WHEREOF, I have
hereunto set my hand on this 15th day of September, 2016 on behalf of Assignor


 





	 	REGENTS OF THE UNIVERSITY OF MINNESOTA
	 	 
	 	/s/ Jay Schrankler
	 	 


 


STATE OF MINNESOTA


 


COUNTY OF HENNEPIN


 


On this 15th day of September,
2016, before me personally appeared Jay Shrankler, to me known to be the person described in and who executed the foregoing instrument
and acknowledged that s/he executed the same as his/her free act and deed.


 


IN WITNESS WHEREOF, I have
hereunto affixed my official signature with the seal of my office, the day and year above written.


 





	 	/s/ Resa M. Gilats
	 	 
	 	Notary Public
	 	 


 






    Fourth Amendment to Exclusive Patent License Agreement
Page 16



     


    

 


Patents


 


Exhibit A


 


	Country	 	Serial Number	 	Patent Number
	Australia	 	2006282783	 	2006282783
	Australia	 	2010236855	 	2010236855
	Australia	 	2013224686	 	2013224686
	Belgium	 	06790024.1	 	1928519
	Belgium	 	11181797.9	 	2431063
	China	 	201210287455.7	 	ZL201210287455.7
	China	 	200680030925.4	 	ZL200680030925.4
	European Patent Office	 	06790024.1	 	1928519
	European Patent Office	 	11181797.9	 	2431063
	France	 	06790024.1	 	1928519
	France	 	11181797.9	 	2431063
	Germany	 	11181797.9	 	6020060451752.9/2431063
	Germany	 	06790024.1	 	6020060428636.9/1928519
	Hong Kong	 	12109340.4	 	HK1168565
	India	 	1741/DELNP/2008	 	263193
	Israel	 	189418	 	189418
	Italy	 	06790024.1	 	1928519
	Italy	 	11181797.9	 	2431063
	Korea Rep Of	 	10-2013-7028378	 	10-1420585
	Korea Rep Of	 	10-2008-7007151	 	10-1376013
	Mexico	 	MX/a/2008/002589	 	320910
	Mexico	 	MX/A/2011/010197	 	319353
	Netherlands	 	06790024.1	 	1928519
	Netherlands	 	11181797.9	 	2431063
	Poland	 	06790024.1	 	1928519
	Poland	 	11181797.9	 	2431063
	Russia	 	2008111503	 	2463081




 






    Fourth Amendment to Exclusive Patent License Agreement
Page 17



     


    

 


	Country	 	Serial Number	 	Patent Number
	Singapore	 	2011018983	 	170731
	Spain	 	11181797.9	 	2431063
	Spain	 	06790024.1	 	1928519
	Sweden	 	06790024.1	 	1928519
	Sweden	 	11181797.9	 	2431063
	Switzerland	 	06790024.1	 	1928519
	Switzerland	 	11181797.9	 	2431063
	Turkey	 	06790024.1	 	TR201203945T4/1928519
	Turkey	 	11181797.9	 	2431063
	United Kingdom	 	06790024.1	 	1928519
	United Kingdom	 	11181797.9	 	2431063
	United States	 	12/064,613	 	8,470,520



 


Patent Applications


 


	Australia	 	2015224503
	Canada	 	2,618,731
	Canada	 	2,757,457
	China	 	201080024899.0
	European Patent Office	 	15170077.0
	European Patent Office	 	10723848.7
	Hong Kong	 	12111387.4
	Hong Kong	 	filed in July 2016 (related to
	India	 	HK1168565)
	India	 	5160/DELNP/2014
	Israel	 	7719/DELNP/2011
	Israel	 	233821
	Japan	 	215463
	Japan	 	2012-248398
	Japan	 	2008-528231
	Japan	 	2015-164446
	Japan	 	2012-503673
	Korea Rep Of	 	2015-094591




 






    Fourth Amendment to Exclusive Patent License Agreement
Page 18



     


    

 


	Korea Rep Of	 	10-2014-7007674
	Mexico	 	10-2011-7025607
	PCT	 	MX/a/2014/006778
	PCT	 	PCT/US2006/033415
	PCT	 	PCT/US2010/046644
	Russia	 	PCT/US2010/029463
	Russia	 	2012122055
	Singapore	 	2011143730
	Singapore	 	200801197-5
	Singapore	 	10201401131W
	Singapore	 	10201603074Q
	United States	 	201107081-0
	United States	 	13/725,030
	United States	 	60/815,242
	United States	 	60/711,501
	United States	 	13/913,974
	United States	 	60/711,509
	United States	 	11/512,009
	United States	 	12/547,021
	United States	 	13/262,286



 






    Fourth Amendment to Exclusive Patent License Agreement
Page 19