Exhibit 10.11


 


UC Case Numbers 2004-177, 2007-108, 2010-170 &
2010-240.


 


Fifth
Amendment

to the


"Exclusive
License for Chemical Nanowire Sensory Arrays"


 


This
fifth amendment to the "Exclusive License for Chemical Nanowire Sensor Arrays" ("Fifth Amendment") between
The Regents of the University of California and Nano Engineered Applications Inc. (NEA) is made effective this 1st day
of September, 2014, between The Regents of the University of California ("The Regents"), a California corporation, having
its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 as represented by the Riverside campus
having its address at University of California, Riverside, Office of the Vice Chancellor for Research, 200 University Office Building,
Riverside, CA-92521 and NEA ("Licensee"), having its principal place of business at 1650 Spruce Street, Suite 500, Riverside,
CA 92507.


 


BACKGROUND


 


Whereas,
on March 31, 2010, the Licensee and The Regents entered into an agreement entitled "Exclusive License Agreement between The
Regents of the University of California and Nano Engineered Applications, Inc. for Chemical Nanowire Sensory Arrays UC Case Numbers
2004-177, 2007-108, 2010-170 & 2010-240" between The Regents of the University of California and Nano Engineered Applications,
Inc., having UC Control Number 2010-04-0784 ("License Agreement");


 


Whereas,
the Regents and Licensee acknowledge as of June 3, 2013, there have been four amendments to the License Agreement with the fourth
amendment mislabeled as a third amendment dated June 3, 2013, and the Regents and Licensee seek to clarify the existing amendments
and reconcile the numbering of future amendments by labeling this amendment as the Fifth Amendment; and


 






    	 



    	 



    

 


Whereas,
on December 14, 2010 the Licensee and The Regents agreed upon a First Amendment labeled the "First Amendment to the Exclusive
License Agreement for Chemical Nanowire Sensor Technologies"
where the Licensee and The Regents agreed to amend the due diligence requirements in the License Agreement; and


 


Whereas,
on March 8, 2011 the Licensee and The Regents agreed upon a Second Amendment labeled the "Second Amendment to the Exclusive
License Agreement for Chemical Nanowire Sensor Arrays" having UC Control Number 2010-04-0467 Rev. B ("Second Amendment"),
under which Licensee agreed to pay all costs for obtaining patentability opinions, preparing, filing, prosecuting, and maintaining
patent applications and resulting patents under the term "Patent Prosecution Costs"; and


 


Whereas,
on February 29, 2012 the Licensee and The Regents agreed upon a Third Amendment labeled the "Third Amendment to the Exclusive
License Agreement for Chemical Nanowire Sensor Technologies under which Paragraph 6.B. was replaced in its entirety with additional
or revised milestones; and


 


Whereas,
on June 3 , 2013 the Licensee and The Regents agreed upon a Fourth Amendment which was mistakenly labeled and called "Third
Amendment to the Exclusive License Agreement for Chemical Nanowire Sensor Arrays", under which paragraph 6.B ("Due Diligence")
was updated with new or revised milestones and the definition of "Patent Rights" was amended to include two additional
patent applications including "Ultra-Sensitive Gas Sensors Based on Tellurium-Single Walled Carbon Nanotube Hybrid Nanostructures"
filed on October 10, 2012, United States Provisional Application Number 61/712,023, assigned to The Regents (UC Case Number 2012-850-1)
and "Selective Nanoscale Asymmetric Gas Sensors" filed on November 16, 2012, United States Provisional Application Number
61/727,181, assigned to The Regents (UC Case Number 2012-867-1); and


 


Whereas,
the Regents and the Licensee have discussed and agree to modify the Agreement and the four amendments with this Fifth Amendment.


 






    	2



    	 



    

 


The
parties agree as follows:


 


Paragraph
1.B is deleted in its entirety and replaced with the following:


 


	 	B.	"Field of Use" means the
    use of the Licensed Products and the Licensed Methods for chemical and bin-chemical detection using carbon nanotube-based
    sensors and conducting polymer nanowire sensors. Any use of the Licensed Products for other than chemical and bio-chemical
    sensing is excluded from the Field of Use.




 


Insert
Paragraph 5K, to read as follows:


 





	 	A.	For the year 2017, and for each year thereafter for the duration
    of Patent Rights, the Licensee will pay to The Regents the greater of (i) Earned Royalties accrued during the applicable year
    in accordance with the provisions of Paragraph 5.A above or (ii) the minimum annual royalty in the specified amounts for each
    year as set forth below:



 


	 	i.	2017            -            $5,000;
	 	 	 
	 	ii	2018 and each year thereafter for the life of Patent Rights -           $10,000;
	 	 	 
	 	iii.	If the Earned Royalty owed for any
    calendar year is less than the minimum annual royalty due for that same calendar year, then, in addition to the Earned Royalty
    owed, Licensee will pay to The Regents an amount equal to the difference between them by February 28 of the following year.



 


Paragraph
6.B is deleted in its entirety and replaced with the following:


 


	 	"6.B.	Licensee acknowledges that the primary
    objective of The Regents with respect to the licenses granted hereby is to promote the development and marketing of Licensed
    Methods and Licensed Products for the public good. To this end, The Regents shall have the right to terminate this Agreement
    or convert the rights granted in Paragraph 2.A to non-exclusive licenses should Licensee fail to achieve the following development
    and commercialization objectives:




 





	 	i.	Nano Engineered
    Applications, Inc. company formation and initiation of operations by July 2010;
	 	 	 
	 	ii.	Meet the
    following milestones by designated years after the Effective Date:


 


	 	a.	Complete
    design of new sensor chip to be utilized in a Licensed Product by March 2015;
	 	 	 
	 	b.	Identify
    vendor(s) for manufacturing and fabrication of the sensor chip by July 2015.


 


	 	iii.	Commence
    Sales of Licensed Products in any country by February 28, 2016;


 








    	3



    	 



    

 





	 	iv.	Achieve
    Net Sales of these amounts in each designated year after the Effective Date, according to this timetable:


 





	 	a.	Cumulative
    Net Sales of $500,000 by December 31, 2016;
	 	 	 
	 	b.	Cumulative
    Net Sales of $3,000,000 by December 31, 2017;
	 	 	 
	 	c.	5% annual
    increase in Net Sales over the prior year for 2018 and 2019;


 





	 	v.	Identify
    regulatory requirements for chemical detection and initiate Regulatory filings for Licensed Products, as required; and
	 	 	 
	 	vi.	After
    2015, use commercially reasonable efforts (and in no case may commercially reasonable include shelving the technology) to
    fill market demand for Licensed Products following commencement of Sales at any time during the term of this Agreement.



 


In
witness whereof, each party hereto has executed this Fifth Amendment in duplicate originals by their respective and duly authorized
officers on the day and year below written.


 





	Nano
    Engineered Applications, Inc.	 	The
    Regents of the University of California
	 	 	 	 	 
	Signature:	/s/
    Amro Albanna	 	Signature:	/s/
    Michael Arciero
	Name:	Amro
    Albanna	 	Name:	Michael
    Arciero
	Title:	CEO	 	Title:	Interim
    Director
	Date:	12/4/2014	 	Date:	12/5/2014




 


 


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