EX-10.10



 Exhibit 10.10 

THIRD AMENDMENT TO LICENSE AGREEMENT 

This Third Amendment to License Agreement (“Third Amendment”) is dated January 15, 2014, and further amends the license agreement between
Shalon Ventures (“SV”) and AirXpanders, Inc. (“Licensee”) dated March 9, 2005, (the “Original Agreement”) as amended March 9, 2009, (the “First Amendment”) and January 9, 2012 (the “Second
Amendment”) (collectively, the “Amended License Agreement”). 
 RECITALS 

WHEREAS, in the Original Agreement SV granted Licensee exclusive rights under Licensed Patent Rights owned by SV as defined by Section 1.5 and Exhibit A
of the Original Agreement; and 
 WHEREAS, the Second Amendment updated Exhibit A of the Original Agreement to include patent applications co-owned by SV and by Licensee; and 
 WHEREAS, the parties would like to clarify the language of the Original License
Agreement, as amended by the First Amendment and the Second Amendment (the “Amended License Agreement) to confirm that Licensee has not assigned any of its rights in the co-owned patent applications to
SV; 
 NOW, THEREFORE, in consideration of their respective interests in clarifying the language of the Amended License Agreement, the parties agree as
follows: 
 1. Amendments of the Agreement 

1.1 Article 1 of the Amended Licensed Agreement is amended to include the following new sections: 

“1.15 ‘Jointly Owned Patent Rights’ means (a) the patents and patent applications listed in Exhibit B hereto
(“Exhibit B Patents” and “Exhibit B Applications” respectively); and (b) each patent and patent application that claims priority to an Exhibit B Patent or an Exhibit B Application, including all extensions, registrations,
confirmations, reissues, divisions, continuations, continuations-in-part, reexaminations and renewals thereof, and any foreign filings corresponding to any of the
foregoing and all patents issuing from any of the foregoing (for convenience, “Exhibit B Follow-On Patents” and “Exhibit B Follow-On Applications”
respectively). It is agreed and understood, however, that an Exhibit B Follow-On Patent and an Exhibit B Follow-On Application shall not constitute a “Jointly Owned
Patent Right” unless such Exhibit B Follow-On Patent or Exhibit B Follow-On Application is jointly owned by SV and Licensee by virtue of (i) assignments to SV
from at least a portion (but not all) of the inventors named in such Exhibit B Follow-On Patent or Exhibit B Follow-On Application and (ii) assignments to Licensee
from one or more of the remaining inventors named in such Exhibit B Follow-On Patent or Exhibit B Follow-On Application.” 

  

			
	Third Amendment to License Agreement	  	1









 “1.16 ‘SV Solely Owned Patent Rights’ means (a) the patents and patent
applications listed in Exhibit A hereto; (b) all patents and patent applications claiming priority to such patents and patent applications listed in Exhibit A, including all extensions, registrations, confirmations, reissues, divisions,
continuations, continuations-in-part (to the extent such divisions, continuations, and
continuations-in-part are solely owned by SV by virtue of assignments from all of the inventors named in such patents and patent applications only to SV), reexaminations
and renewals thereof, and any foreign filings corresponding to any of the foregoing and all patents issuing from any of the foregoing; and (c) any reissues, divisions, continuations, continuations-in-part, reexaminations of the Jointly Owned Patent Rights solely owned by SV by virtue of assignments from all of the inventors named in such patents and patent applications only to SV.”

 “1.17 ‘SV Inventor’ means an inventor employed by, under contract to, or otherwise controlled by SV.” 

1.2 Section 1.5 of the Amended License Agreement is hereby deleted and replaced in its entirety with the following: 

“1.5 ‘Licensed Patent Rights’ means (a) the SV Solely Owned Patent Rights; and (b) SV’s interests in the
Jointly Owned Patent Rights.” 
 1.3 The term “Licensed Rights” is deleted from Section 2.1 and the term “Licensed
Patent Rights” is inserted in its place. 
 1.4 Section 5.1 of the Amended License Agreement is hereby deleted and replaced in its
entirety with the following: 
 “5.1A Ownership. The parties acknowledge that (a) SV is the owner of all right, title and
interest in and to the SV Solely Owned Patent Rights, (b) SV and Licensee jointly own all right, title and interest in and to the Jointly Owned Patent Rights, and (c) SV’s interests in the SV Solely Owned Patent Rights and the Jointly
Owned Patent Rights are subject to the license granted in Section 2.1.” 
 “5.1B SV Inventors’ Assignment Obligations
concerning Exhibit B Follow-On Patents and Exhibit B Follow-On Patent Applications. SV shall impose on SV Inventors obligations to assign rights in Exhibit B Follow-On Patents and Exhibit B Follow-On Applications that are no less favorable to Licensee than the obligations SV Inventors bore in connection with their assignments to SV
of rights in the Exhibit B Patents and the Exhibit B Patent Applications.” 
 1.5 Exhibit A of the Amended License Agreement is hereby
deleted and replaced in its entirety with the following: 

  

			
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 “EXHIBIT A” 

“SV Solely Owned Patent Rights” 
  

													
	 Country
	  	 Application

No.
	  	 Filing Date
	  	 Publication No.
	  	 Pub. Date
	  	 Patent No.
	  	 Grant Date

	U.S.	  	12/560,160	  	9/15/2009	  	2010-0010531	  	1/14/2010	  		  	
	Australia	  	2005286840	  	9/21/2005	  		  		  	2005286840	  	4/26/2012
	Australia	  	2012201926	  	9/21/2005	  		  		  	2012201926	  	11/1/2012
	Canada	  	2,581,320	  	9/21/2005	  		  		  		  	
	Europe	  	05798758.8	  	9/21/2005	  	1811914	  	8/1/2007	  		  	
	Japan	  	2007-533585	  	9/21/2005	  	2008-513182	  	5/1/2008	  	5009158	  	6/8/2012

 1.6 An Exhibit B is added to read as follows: 

“EXHIBIT B” 

“Jointly Owned Patent Rights” 
  

													
	 Country
	  	 Application

No.
	  	 Filing Date
	  	 Publication No.
	  	 Pub. Date
	  	 Patent No.
	  	 Grant Date

	U.S.	  	13/313,904	  	12/7/2011	  	2012-0078284	  	3/29/2012	  	8,394,118	  	3/12/2013
	U.S.	  	13/313,919	  	12/7/2011	  	2012-0078366	  	3/29/2012	  	8,617,198	  	12/31/2013
	U.S.	  	12/973,693	  	12/20/2010	  	2011-0152913	  	6/23/2011	  		  	
	Australia	  	2010330722	  	12/20/2010	  		  		  		  	
	Canada	  	2,821,854	  	12/20/2010	  		  		  		  	
	Europe	  	10838349.8	  	12/20/2010	  	2512361	  	10/24/2012	  		  	
	 Hong

Kong
	  	10838349.8	  	12/20/2010	  	2512361	  	10/24/2012	  		  	
	Japan	  	2012-544944	  	12/20/2010	  	2013-514840	  	5/2/2013	  		  	

 2. Miscellaneous 
 2.1
Full Force and Effect. This Third Amendment amends the terms of the Amended Licensed Agreement and is deemed incorporated into the Amended License Agreement. Where the Amended License Agreement is not explicitly amended, the terms of the
Agreement will remain in full forth and effect. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the meanings such terms are given in the Amended License Agreement. 

2.2 Entire Agreement. The Amended License Agreement and this Third Amendment constitute the entire agreement, both written and oral, between the
parties with respect to the subject matter hereof, and any and all prior agreements with respect to the subject matter hereof, either written or oral, expressed or implied, are superseded hereby, merged and canceled, and are null and void and of no
effect. 

  

			
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 2.3 Counterparts. This Amendment may be executed in one or more counterparts, each of which will be an
original and all of which together will constitute one instrument. 
 IN WITNESS WHEREOF, SV and Licensee have executed this Amendment by their respective
duly authorized representatives. 
  

					
	SHALON VENTURES, INC.
		
	By:	 	 





		 	  



					
		 	Name:	 	Tadmor Shalon
		 	Title:	 	CEO


					
	
	AIRXPANDERS, INC.
		
	By:	 	 





		 	  



					
		 	Name:	 	Scott Dodson
		 	Title:	 	President and CEO


  

			
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