Exhibit 10.14


 


AMENDMENT
#1


 


TO THE


 


 LICENSE
AGREEMENT


 


BETWEEN


 


BREATHING
TECHNOLOGIES, INC.


 


AND


 

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA


 


FOR


 

CASE NO. SD2010-344


 





 


 


 



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LICENSE
AMENDMENT #1


 


This first
amendment ("Amendment #1) to the license agreement serial #2014-11-0249 ("Agreement") is made by and between Breathing
Technologies, Inc., a Delaware corporation having an address at 1650 Spruce Street, Suite 500, Riverside, CA. 92507 ("LICENSEE")
and The Regents of the University of California, a California corporation having its statewide administrative offices at 1111
Franklin Street, Oakland, California 94607-5200 ("UNIVERSITY"), represented by its San Diego campus ("UCSD")
having an address at University of California, San Diego, Technology Transfer Office, Mail Code 0910, 9500 Gilman Drive, La Jolla,
California 92093-0910.


 


This Amendment
#1 is effective as of the date of last signature ("Amendment #1 Date").


 


RECITALS


 


WHEREAS,
the Agreement contains certain due diligence provisions which necessarily must follow the receipt of IRB Approval by UNIVERSITY.
While IRB Approval was received in a timely manner as anticipated under the Agreement, initial patient testing revealed certain
necessary amendments to the IRB approved protocol. During this time period, patient testing was suspended by UNIVERSITY and a
revised patient testing protocol was submitted and subsequently approved by the IRB. To address this temporary suspension of patient
testing work by UNIVERSITY, the due dates for certain Due Diligence provisions in the Agreement must necessarily be extended.


 


NOW, THEREFORE,
the parties hereby agree as follows:


 


1.         Paragraph
3.3(a) in the Agreement shall be replaced in its entirety to now read:


 


"(a)      LICENSEE
shall directly or through its Affilitate(s) and/or Sublicensee(s);


 


(i)diligently
proceed with the development, manufacture and sale of Licensed Products;


 


(ii)provide
a manufacturability assessment of a Licensed Product within twelve (12) months following the Effective Date. Said assessment shall
include but not be limited to, the bill-of-materials, schematic diagrams and cost-of-goods for the intended embodiment of the
Licensed Product that will be presented for regulatory clearance;


 


(iii)provide
a written quote from a contract manufacturer capable of producing the Licensed Product identified in Paragraph 3.3(a)(ii),
at scale and in compliance with all regulations governing the manufacture of medical devices for sale into the United
States of America, within fifteen (15) months following the Effective Date;


 






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(iv)provide
a written strategy document for the regulatory approval of a Licensed Product through the US Food and Drug Administration, within
eighteen (18) months of the Effective Date;


 


(v)demonstrate
construction of three (3) prototype Licensed Products in the form that will be submitted for US Food and Drug Administration clearance
within eighteen (18) months of the Effective Date;


 


(vi)submit
for 510(k) clearance with the US Food and Drug Administration within six (6) months of the conclusion of the POC Grant;


 


(vii)market
Licensed Products in the United States of America within six (6) months of receiving regulatory approval to market such Licensed
Products;


 


(viii)achieve
a first commercial sale of a Licensed Product within one (1) year of receiving regulatory approval to market such Licensed Products
in the United States of America;


 


(ix)achieve
a first commercial sale of a Licensed Product in China or Europe within three (3) years of receiving regulatory approval to market
Licensed Products in the United States of America subject to export approval, as needed;


 


(x)use
commercially reasonable efforts to fill the market demand for Licensed Products following commencement of marketing at any time
during the term of this Agreement, where commercially reasonable shall not include shelving a Licensed Product or otherwise ceasing
to develop, manufacture, sell and fill the market demand for Licensed Products for a period greater than six (6) months during
the Term; and


 


(xi)be
responsible that all necessary governmental approvals are obtained for the manufacture, use and sale of Licensed Products."


 


All other
terms of the Agreement remain unchanged.


 






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IN
WITNESS WHEREOF, both UNIVERSITY and LICENSEE have executed this Amendment #1, in duplicate originals, by their respective
and duly authorized officers on the day and year written.


  








	BREATHING
    TECHNOLOGIES, INC:	 	THE
    REGENTS OF THE UNIVERSITY OF CALIFORNIA:
	 	 	 	 	 
	By:	/s/
Amro Albanna	 	By:	/s/
    Jame
    Moores                                   
	 	(Signature)	 	 	(Signature)
	 	 	 	For	 
	Amro
    Albanna	 	Jane Moores,
    Ph.D.
	CEO	 	Assistant
    Vice Chancellor-Technology Transfer
	 	 	 	 	 
	Date:	July 31,
    2014           	 	Date:	8/6/2014            




 


 


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