Exhibit 10.3


 


UC
Case Number UC 2009-334


 


Second
Amendment to


"Exclusive
License Agreement for Insect Repellant and Attractants"


 


This
second amendment to the "Exclusive License Agreement for Insect Repellants and Attractants" ("Second Amendment")
is entered into as of this 18th day of Nov. 2011 ("Second Amendment 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, 200 University Office Building,
Riverside, CA 92521, and Olfactor Laboratories, Inc., a Delaware corporation ("Exclusive Licensee"), having a principal
place of business at 1650 Spruce Street, Suite 500, Riverside, CA 92507.


 


Background



 


Whereas,
on January 29, 2010, the Exclusive 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 ("Exclusive License Agreement"), for certain inventions relating to the development
of a novel approach to insect repellants and attractants ("Inventions"), as defined in the Exclusive License Agreement
which were developed by Anandsankar Ray, et. al. at the University of California, Riverside campus, and are claimed as "Patent
Rights", as defined in the Exclusive License Agreement.


 


Whereas
on December 16, 2010, the Exclusive Licensee and The Regents agreed upon the "First Amendment to Exclusive License Agreement
for Insect Repellant and Attractants" having UC Control Number 2010-04-0467 Rev. A ("First Revision"), under which
the Exclusive 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
the inventors Anandsankar Ray, et. al. and the Exclusive Licensee have been able to explore the invention and the fields of use
further and have proposed the broadening of the field of use and to include new materials; and


 






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Whereas,
The Regents and the Exclusive Licensee have discussed the addition of the new materials and the new field of use in the Invention
and agree to modify the Exclusive License Agreement so that the modifications in the Field of Use, Patent Rights, Licensee Fees
and Royalties articles would be reflected in the Exclusive License Agreement.


 


The
parties agree as follows:


 


	 	A.	Paragraph
                                         1.D. of the Exclusive License Agreement on the Definition of "Field of Use"
                                         is deleted in its entirety, and replaced with:
	 	 	 






	 	 	1. 	D. "Field
                                                                                                                                                                                                                                                                                                    of Use" means the use of the Licensed Products and Licensed Methods for identification of activators and inhibitors of
                                                                                                                                                                                                                                                                                                    insect carbon dioxide receptors for use in traps and chemical lures and for repellants for flying hematophagous dipteran
                                                                                                                                                                                                                                                                                                    insects and cimicidean insects. Any use of the Licensed Products for other than insect carbon dioxide receptors for traps and
                                                                                                                                                                                                                                                                                                    chemical lures and repellants for flying hematophagous dipteran insects and cimicidean insects is expressly excluded from the
                                                                                                                                                                                                                                                                                                    Field of Use. This definition of Field of Use specifically excludes the use of the Licensed Products and 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 theirs insect targets or methods for olfactory reactivity
                                                                                                                                                                                                                                                                                                    assessment which incorporate Euclidian distance screening methodology, with the exception of the insect carbon dioxide
                                                                                                                                                                                                                                                                                                    receptors.




	 	 	 	 






	 	B.	Paragraph 1. I. of the Exclusive License Agreement on the Definition of "Patent Rights" is deleted in its entirety, and replaced 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 12/198,164, assigned to
The Regents (UC Case Number 2009-334).









 






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	 	 	 	 	"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).
	 	 	 	 	 
	 	 	 	 	This definition of Patent Rights excludes any rights in and to New Developments.







 


	 	C.	Paragraph 5. A. of the Exclusive License Agreement on Royalties is deleted in its entirety and replaced to increase the percentage of Earned Royalty 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 four percent (4%) based on the Net Sales of Licensed Products on the
    earlier of eighteen (18) months from the Effective Date or when Licensee becomes cash flow positive (excluding capital
    expenditures).


 




Amendment,
in duplicate originals, by their respective officers hereunto 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: 11-18-2011	Date: 1/31/2012










 


 


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