Exhibit 10.10


 


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


 


Third Amendment


to the


Exclusive License
Agreement for Chemical Nanowire Sensor Arrays


 


This Third Amendment to the Exclusive License Agreement
for Chemical Nanowire Sensor Arrays between The Regents of the University of California (“The Regents”) and Nano Engineered
Applications Inc. (“NEA”) is made effective this 3rd day of June, 2013, between The Regents, a California
corporations, having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200, 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 Exclusive 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 Sensor Arrays”, having UC Control Number 2010-04-0784 (“Exclusive
License Agreement”), for certain inventions relating to the development of a novel approach to Chemical Nanowire Sensor
Arrays (“Inventions”), as defined in the Exclusive License Agreement which were made by Nosang Myung, 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 14, 2010, the Licensee and The Regents
agreed upon the “First Amendment to Exclusive License Agreement for Chemical Nanowire Sensor Arrays” having UC Control
Number 2010-04-0467 Rev. A (“First Amendment”), under which the Licensee agreed to new due diligence requirements;


 


Whereas on April 21, 2011, the Licensee and The Regents
agreed upon 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 for all costs for obtaining
patentability opinions, preparing, filing, prosecuting, and maintaining patent applications and resulting patents “Patent
Prosecution Costs”;


 






    	 



    	 



    

 


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


 


Whereas, the Licensee and The Regents agreed upon the “Third
Amendment to the Exclusive License Agreement for Chemical Nanowire Sensor Arrays” (“Third Amendment”), under
which Paragraph 6.B (“Due Diligence”) is replaced in its entirety to reflect updated objectives and the definition
of “Patent Rights” in Paragraph 1.I is amended to include two additional patent applications.


 


The parties agree as follows:


 


	 	A.	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 fall
    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 funding milestones by designated years after the Effective Date:
	 	 	 	 
	 	 	 	a.    Milestone
    “Raise $500,000” by July 2014;
	 	 	 	 
	 	 	iii.	Commence
    Sales of Licensed Products in any country by October 30, 2014;
	 	 	 	 
	 	 	iv.	Achieve Net
    Sales of these amounts in each designated year after the Effective Date, according to this timetable:
	 	 	 	 
	 	 	 	a.    Net Sales
    of $200,000 by December 31, 2014;
	 	 	 	 
	 	 	 	b.    Net Sales
    of $3,000,000 by December 31, 2015;
	 	 	 	 
	 	 	 	c.    5% annual
    Increase in Net Sales over the prior year for 2016, and 2017;
	 	 	 	 
	 	 	v.	Identify
    regulatory requirements for chemical detection and initiate regulatory filings for Licensed Products, as required; and


 






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	 	 	vi.	After 2013;
    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.
	 	 	 	 
	 	B.	Paragraph
    1.I “Patent Rights” is amended to include the following:
	 	 	 	 
	 	 	i.	“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);
	 	 	 	 
	 	 	ii.	“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).


 


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


 


	Nano
    Engineered Applications, Inc.	 	The
    Regents of the University of California
	 	 	 	 	 
	Signature:	/s/ Amro
     Albanna	 	Signature:	/s/ Michael
    Pazzani
	Print Name:	Amro  Albanna	 	Print Name:	Michael Pazzani
	Title:	CEO	 	Title:	Vice Chancellor
    for Research & Economic Development
	Date:	10-10-2013	 	Date:	14 October
    2013


 


 


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