Exhibit 10.4


 


UC Case Number
UC 2009-334


 


Third
Amendment to


"Exclusive
License Agreement for Insect Repellant and Attractants"


 


This
third amendment to the "Exclusive License Agreement for Insect Repellants and Attractants" ("Third
Revision") is entered into as of this 10TH day
of SEPT, 2011 ("Third Revision Effective Date"), by and
between The Regents of the
University of California ("The Regents"), a California corporation having its statewide administrative offices at
1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, represented by its Riverside campus having an
address at University of California, Riverside, Office of Vice Chancellor for Research and Economic Development, 200
University Office Building, Riverside, CA 92521, and Olfactor Laboratories, Inc., a Delaware corporation
("Licensee"), having a principal place of business at 1650 Spruce Street, Suite 500, Riverside, CA
92507.


 


Background


 


Whereas,
on January 29, 2010, the Licensee and The Regents entered into an agreement entitled "Exclusive License Agreement Between
The Regents of the University of California and Olfactor Laboratories, Inc. for Insect Repellents and Attractants", having
UC Control Number 2010-04-0467 (the "Agreement"), for certain inventions relating to the development of a novel approach
to insect repellants and attractants ("Inventions"), as defined in the Agreement which were made by Anandsankar Ray,
et. al. at the University of California., Riverside campus, and are claimed as "Patent Rights", as defined in
the Agreement;


 


Whereas,
on December 16, 2010, the Licensee and The Regents agreed upon the "First Amendment to the Exclusive License Agreement for
Insect Repellant and Attractants" having UC Control Number 2010-04-0467, Rev. A ("First Revision"), under which
the Licensee re-assessed their business plan and financing needs and proposed an alternate plan to add a new Minimum Annual Royalty
payment and to modify the new Diligence terms;


 


Whereas, on February 16, 2012, the Licensee and The Regents agreed upon the "Second
Amendment to the Exclusive License Agreement for Insect Repellant and Attractants" having UC Control Number 2010-04-0467,
Rev. B ("Second Revision"), under which The Regents agreed to broaden the Field of Use and include new materials; and


 






    	 



    	 



    

 


UC
Case Number UC 2009-334


 


Third
Amendment to 


"Exclusive
License Agreement for Insect Repellant and Attractants"


 


Whereas,
The Regents and the Licensee have discussed and agree to modify the Agreement with this Third Revision.


 


The
parties agree as follows:


 


		A.	Paragraph
                                         1.D. of the Agreement on the Definition of "Field of Use" is amended to include

                                         Asian Citrus Psylid as follows:
	 	 	
	 	 	1.D.
(i) "Field of Use" for Patent Rights relating to "Insect Repellent and Attractants," filed on March 4, 2009,
United States patent application serial number 12/398,164, assigned to The Regents (UC Case Number 2009-334), and to "Predicting
Ligands for Odor Receptors and Olfactory Neurons Using Chemical Informatics" filed on April 16, 2011, United States patent
application number PCT/US11/32804, assigned to The Regents (UC Case Number 2010-476)" means the use of the Licensed Products
and the Licensed Methods for traps, chemical lures and repellants for flying hematophagous dipteran insects and cimicidean insects.
Any use of the Licensed Products and Licensed Methods for other than traps, chemical lures and repellants for flying hematophagous
dipteran insects and/or cimicidean insects is expressly excluded from the Field of Use. This definition for Field of Use specifically
excludes the use of the Licensed Products or Licensed Methods for repellants for non-flying hematophagous dipteran insects, methods
for repelling non-flying hematophagous dipteran insects, or methodology for screening new lure or repellant compounds or their
insect targets or methods for olfactory reactivity assessment which incorporate Euclidian distance screening methodology.

	 	 	 
	 	 	        (ii)
"Field of Use" for Patent Rights relating to "Odors for Asian Citrus Psylid Trapping, Repelling and Control,"
filed on October 14, 2011, United States patent application serial number 61/547,559, assigned to The Regents (UC Case Number
2012-242) means the use of the Licensed Products and Licensed Methods for traps, chemical lures and repellants for Asian Citrus
Psylid insects. Any use of the Licensed Products and Licensed Methods for those other than traps, chemical lures and repellants
for Asian Citrus Psyllid insects is expressly excluded from the Field of Use.




 






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UC
Case Number UC 2009-334


 


Third
Amendment to 


"Exclusive
License Agreement for Insect Repellant and Attractants"


 





		B.	Paragraph 1.I. of the Agreement on the Definition
of "Patent Rights" is amended to include another patent application as follows:
	 	 	
	 	 	1.I.
"Patent Rights" means The Regents' interest in the Valid Claims of the United States patents and patent applications,
corresponding foreign patents and patent applications and any reissues, extensions, substitutions, continuations, divisions, and
continuation-in-part applications (but only those Valid Claims in the continuations that are entirely supported in the specification
and entitled to the priority date of the parent application) based on the following:

	 	 	 
	 	 	"Insect
                                         Repellent and Attractants", filed on March 4, 2009, United States patent application
                                         serial number 12/398,164, assigned to The Regents (UC Case Number 2009-334);
	 	 	 
	 	 	"Predicting
Ligands for Odor Receptors and Olfactory Neurons Using Chemical Informatics", filed on April 16, 2011, United States patent
application number PCT/US11/32804, assigned to The Regents (UC Case Number 2010-476); and

	 	 	

	 	 	"Odors
                                         for Asian Citrus Psyllid Trapping, Repelling and Control", filed on October 14,
                                         2011, United States provisional patent application number 61/547,559, assigned to The
                                         Regents (UC Case Number 2012-242).
	 	 	 
	 	 	This definition of Patent
                                         Rights excludes any rights in and to New Developments.


 





		C.	Paragraph 2.A. of the Grant of the Agreement is amended to include Asian Citrus Psylid as follows:
	 	 	
	 	 	2.A.
Grant: Subject to the terms and conditions of this Agreement, including the rights reserved in Paragraph 2.B, The Regents hereby
grants to the Licensee an exclusive license in the Field of Use for Patent Rights relating to "Insect Repellent and Attractants,"
filed on March 4, 2009, United States patent application serial number 12/398,164, assigned to The Regents (UC Case Number 2009-334);
an exclusive license in the Field of Use for Patent Rights relating to "Predicting Ligands for Odor Receptors and Olfactory
Neurons Using Chemical Informatics," filed on April 16, 2011, United States patent application number PCT/US11/32804, assigned
to The Regents (UC Case Number 2010-476); and an exclusive license in the Field of Use for Patent Rights relating to "Odors
for Asian Citrus Psylid Trapping, Repelling and Control," filed on October 14, 2011, United States patent application serial
number 61/547,559, assigned to The Regents (UC Case Number 2012-242); including the right to sublicense pursuant to Article 3
(Sublicenses), under the Patent Rights to make, have made, use, Sell, offer for Sale, import Licensed Products, and to practice
the Licensed



 






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UC
Case Number UC 2009-334


 


Third
Amendment to 


"Exclusive
License Agreement for Insect Repellant and Attractants"


 





	 	 	Method
                                         in the United States and in other countries where The Regents may lawfully grant such
                                         licenses.
	 	 	 
	 	D.	Paragraph
5.A of the Agreement is amended to include a revision to the royalties due The Regents by the Licensee as follows:

	 	 	 
	 	 	5.A
As further consideration for all rights and licenses granted to the Licensee, the Licensee will pay to The Regents an earned royalty
("Earned Royalty") at the rate of:

	 	 	 
	 	 	1.Three
                                         percent (3%) based on the Net Sales of Licensed Products where products are intended
                                         for use in traps and chemical lures and for repellants for flying hematophagous dipteran
                                         insects;


	 	 	 
	 	 	2.Four
                                         percent (4%) based on the Net Sales of Licensed Products where products are intended
                                         for use in traps and chemical lures and for repellants for cimicidean insects; and
	 	 	 
	 	 	3.Four
percent (4%) based on the Net Sales of Licensed Products where products are intended for use in traps and chemical lures and for
repellants for Asian Citrus Psylid insects.

	 	 	 
	 	E.	 New Paragraph 5.J. is added to the Agreement to include a detailed breakout by UC Case Number of all royalties paid to The Regents
by the Licensee as follows:

	 	 	 
	 	 	5.J.
Licensee will provide to The Regents a detailed breakout of all royalty payments paid, in accordance with the time schedule as
referenced in Paragraph 5.D. This detailed breakout will reflect the amount of royalty income paid to The Regents specific to
each UC Case Number for the given time frame.



 






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UC
Case Number UC 2009-334


 


Third
Amendment to 


"Exclusive
License Agreement for Insect Repellant and Attractants"


 


The
parties have executed this Third Revision, in duplicate originals, by their respective officers here unto duly authorized, on
the date and year hereinafter written.


 





	Olfactor
Laboratories, Inc.
	 	The Regents of the University of California	 
	 	 	 	 	 	 
	Signature:	/s/ Amro Albanna	 	Signature:	/s/ Craig Sheward	 
	 	 	 	 	 	 
	Print Name: Amro Albanna	 	Print Name: Craig Sheward	 
	 	 	 	 	 	 
	Title: CEO	 	Title: Assistant Vice Chancellor	 
	 	 	 	 	 	 
	Date: 09-10-2012	 	Date: 9/10/2012	 



 




 


 


 


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