EXHIBIT 10.1


 


AMENDMENT NO. 3 TO FORECLOSURE SALE
AGREEMENT


 


This Amendment
No. III to the FORECLOSURE SALE AGREEMENT (this “Amendment No. 3”) is entered into as of
October 11, 2013 by and among Venture Lending & Leasing IV, Inc. (“VLL4”), Venture Lending &
Leasing V, Inc. (“VLL5”), Silicon Valley Bank (“SVB”) and Xenogenics
Corporation, a Nevada corporation (“Purchaser”). VLL4, VLL5 and SVB are sometimes referred to
hereinafter collectively, as “Sellers” and individually as a “Seller” and
VLL5, in its capacity as collateral agent for the Sellers under the Loan Agreement (as defined in the Agreement, as defined
below) is sometimes referred to herein as “Agent.”


 


RECITALS


 


WHEREAS, the Sellers
entered into a FORECLOSURE SALE AGREEMENT dated September 30, 2010 with Purchaser (the “Agreement”);


 


WHEREAS, the Sellers
entered into AMENDMENT NO. 1 (attached hereto as Exhibit A and hereinafter referred to as Amendment No. 1) dated
September 30, 2011 with Purchaser modifying certain terms and conditions of the Agreement;


 


WHEREAS, the Sellers
entered into AMENDMENT NO. 2 (attached hereto as Exhibit B and hereinafter referred to as Amendment No. 2) dated
October 9, 2012 with Purchaser modifying certain terms and conditions of the Agreement;


 


WHEREAS, the Purchaser
and Sellers now desire to amend the terms of the Agreement as set forth below; and


 


WHEREAS, pursuant
to Section 14(f) of the Agreement, any provision of the Agreement may be amended by written agreement
signed by Purchaser and Sellers.


 


NOW, THEREFORE,
in consideration of these premises and the mutual covenants, terms and conditions set forth herein, all of the parties hereto mutually
agree as follows:


 


AMENDMENT


 


1.          Amendment
to Section 12 development milestones. The first paragraph of Section 12 of the Agreement relating to the
completion by Purchaser of certain development milestones is hereby amended as follows:


 


The Purchaser
shall achieve the following development milestones for the Generation 2 bioabsorbable stent:


 


(a) Restart
manufacturing and produce a Generation 2 bioabsorbable stent device within 12 months from date of execution of Amendment
No. 3;


 


(b) Initiate
an animal study within 12 months from date of execution of Amendment No. 3;


 




    	 



    	 



    

 


(c) Make
a regulatory submission to support a human use clinical trial within 24 months from date of execution of Amendment No. 3;


 


(d) Initiate
a human use clinical trial within 24 months from date of execution of Amendment No. 3; and,


 


(e) Make
a regulatory submission or equivalent for marketing approval for use in humans within 48 months from date of execution of Amendment
No. 3.


 


2.          Counterparts;
Facsimile. This Amendment No. 3 may be executed in any number of counterparts, each of which shall be an original,
and all of which together shall constitute one instrument. Executed signatures transmitted via facsimile will be accepted and considered
duly executed.


 


IN WITNESS WHEREOF,
Purchaser, Agent and Sellers have caused this Amendment to be executed as of the day and year first above written.


 


	 	SELLERS:
	 	 	 
	 	VENTURE LENDING & LEASING IV, 

INC.
	 	 	 
	 	By:	/s/ Jay Cohan
	 	Name:	 Jay Cohan
	 	Its:	Vice President
	 	 	 
	 	VENTURE LENDING & LEASING V, 

INC., as Agent and as a Seller
	 	 	 
	 	By:	/s/  Jay Cohan
	 	Name:	 Jay Cohan
	 	Its:	Vice President
	 	 	 
	 	SILICON VALLEY BANK
	 	 	 
	 	By:	/s/ Eleanor Wu
	 	Name:	Eleanor Wu
	 	Its:	Vice President
	 	 	 
	 	PURCHASER:
	 	 	 
	 	XENOGENICS CORPORATION
	 	 	 
	 	By:	/s/ W. Gerald Newmin
	 	Name:	W. Gerald Newmin
	 	Its:	Chairman & CEO


 




    	 



    	 



    

 


EXHIBIT A


 


Amendment No. 1


 




    	 



    	 



    

 


EXHIBIT B


 


Amendment No. 2