EX-10.15




 Subject to Confidential Treatment Request 

Exhibit 10.15 
 AMENDMENT
TO THE LICENSE AGREEMENT 
 between 

THE UNIVERSITY OF SOUTHERN CALIFORNIA 

and 
 ALFRED E. MANN
INSTITUTE FOR BIOMEDICAL ENGINEERING AT THE UNIVERSITY OF SOUTHERN CALIFORNIA 
 for 

NanoPulse Technology 








 AMENDMENT TO THE LICENSE AGREEMENT 

This Amendment to the License Agreement (the “Amendment”) is effective this 8th day of
September, 2014 (the “Effective Date”) between THE UNIVERSITY OF SOUTHERN CALIFORNIA, a California nonprofit corporation (“USC”); ALFRED E. MANN INSTITUTE FOR BIOMEDICAL ENGINEERING AT THE UNIVERSITY OF SOUTHERN CALIFORNIA, a
Delaware corporation (“AMI-USC”); and ElectroBlate, a Nevada Corporation (“ELECTROBLATE”). 
  

	1	BACKGROUND 

  

	1.1	USC and AMI-USC are parties to a license agreement effective February 11, 2008 (the “Agreement”). 

  

	1.2	AMI-USC sublicensed its rights to ThelioPulse, Inc., a Delaware Corporation (“TPI”), effective February 27, 2012 (the “Sublicense”). 


 

	1.3	ELECTROBLATE desires to obtain all of USC’s rights licensed pursuant to the Agreement and all of AMI-USC’s rights in nanopulse-related patents and know-how, that are not subject to the Agreement and that are
described in Exhibit B to this Amendment, directly from USC and AMI-USC, respectively, and USC and AMI-USC desire to grant such rights to ELECTROBLATE, on the terms and subject to the conditions set forth below. 


 

	1.4	AMI-USC and TPI have agreed to terminate their Sublicense simultaneously with the execution of this Agreement. 

  

	1.5	USC acknowledges and accepts that AMI-USC has fulfilled all of the milestones of mandatory performance milestones of Paragraph 25c of the Agreement. 


 

	1.6	ELECTROBLATE and TPI desire that TPI merge with and into ELECTROBLATE pursuant to Internal Revenue Code § 368(a)(1)(A) with ELECTROBLATE as the surviving corporation, pursuant to a merger agreement to be executed
by TPI and ELECTROBLATE (the “Agreement and Plan of Merger”). 

 Therefore, in view of the foregoing, USC, AMI-USC, and ELECTROBLATE
hereby agree as follows: 
  

	2	DEFINITIONS 

  

	2.1	All definitions and paragraph numbers referred to in this Amendment and not otherwise defined herein shall have the same meaning as in the Agreement. 


 

	3	AMENDMENTS 

  

	3.1	AMI-USC, USC, and ELECTROBLATE agree that as of the Effective Date, ELECTROBLATE shall assume all of AMI-USC’s rights and obligations under the Agreement, as amended, with the exception of AMI’s right to
receive and distribute equity according to Paragraph 5 of the Agreement as amended herein. 


  
 [*** Confidential] indicates
material omitted and subject to a confidential information request, which has been filed separately with the SEC. 


  
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	3.2	The Background of the Agreement is deleted in its entirety and replaced with the following: 


This “Patent License Agreement for Nanopulse Technology” (hereinafter, the “Agreement”) is between the UNIVERSITY OF
SOUTHERN CALIFORNIA, (hereinafter “USC”) a California nonprofit corporation with its principal place of business at University Park, Los Angeles, California 90089, and ElectroBlate, a corporation existing under the laws of the State of
Nevada, (hereinafter “ELECTROBLATE”). 
 WHEREAS, prior to the “Effective Date” set forth below, USC pursued research
conducted by USC persons and which research was wholly funded by USC and the United States Government; and from which research arose the “PATENTS” set forth below; and 

WHEREAS, ELECTROBLATE desires to obtain, and USC is willing to grant to ELECTROBLATE, a worldwide license in the “Field of Use” to
certain rights in the PATENTS. 
 NOW, THEREFORE, in consideration of the covenants herein contained, the parties agree as
follows: 
  

	3.3	Paragraph 5 of the Agreement is deleted in its entirety and replaced with the following: 


a. ELECTROBLATE EQUITY. Within sixty (60) days of the Effective Date of this Amendment, ELECTROBLATE shall
issue, in accordance with the “Agreement and Plan of Merger,” shares of its common stock to AMI-USC, or AMI-USC’s designee(s), as designated by AMI-USC in its sole discretion. AMI-USC shall divide, or shall have directed ELECTROBLATE
to divide, such Common Stock among the following parties in the amounts specified below: 
  

	 	(i)	Twelve percent (12%) to the inventors of the licensed PATENTS [*** Confidential]; 

  

	 	(ii)	[*** Confidential] percent ([*** Confidential]%) to [*** Confidential]; 

  

	 	(iii)	[*** Confidential] percent ([*** Confidential]%) to [*** Confidential]; and 

  

	 	(iv)	[*** Confidential] percent ([*** Confidential]%) to [*** Confidential]. 

  

	3.4	Paragraph 15 of the Agreement is deleted in its entirety and replaced with the following: 

 a.
This Agreement may be terminated at any time by mutual written consent of AMI-USC, USC, and ELECTROBLATE. 
 b. Notwithstanding the
provisions of paragraph 15(a), USC may terminate this Agreement effective immediately upon the postmarked date of delivery of written notice to 

  
 [*** Confidential] indicates
material omitted and subject to a confidential information request, which has been filed separately with the SEC. 


  
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ELECTROBLATE if either: a) ELECTROBLATE fails to receive at least $3 million in private cash funding by January 1, 2016; or b) ELECTROBLATE makes an assignment for the benefit of creditors,
or has a bankruptcy petition filed by or against it which is not vacated within [*** Confidential], or a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or part of ELECTROBLATE’s property. 

c. Upon any termination of this Agreement all rights granted to or provided by each party to the other shall automatically and irrevocably
revert to the granting party. Any sublicenses granted by ELECTROBLATE to SUBLICENSEES shall immediately terminate upon any termination of this Agreement. 

d. Surviving any valid termination of this Agreement are: 

(i) Any financial or fiduciary obligations that have matured prior to any termination of this Agreement, such as without limitation the
allocation of any ELECTROBLATE common stock specified in paragraph 5; 
 (ii) ELECTROBLATE’s obligation of Paragraph 8 to keep and
allow a final audit; 
 (iii) Any cause of action or claim of ELECTROBLATE, AMI-USC, or USC, accrued or to accrue, because of any breach or
default by the other party; and 
 (iv) The provisions of Paragraphs 21, 22, 23, and 29. 

e. Upon termination of this Agreement, ELECTROBLATE agrees to immediately discontinue (and shall cause each SUBLICENSEE to discontinue) the
manufacture and sale of the PRODUCTS and the use of the PATENTS. Within [*** Confidential] after such termination, ELECTROBLATE shall provide USC with a written inventory of all PRODUCTS currently in its stock (and in the stock of any
SUBLICENSEE) as of the date of termination (the “INVENTORY”). USC shall have the option to grant to AMI and/or each SUBLICENSEE the privilege of disposing of such INVENTORY at normal prices within [*** Confidential] after said
termination. The disposition of all such INVENTORY, however, shall be subject to all of the terms and conditions of this Agreement. After the [*** Confidential] sell-off period, ELECTROBLATE shall destroy or return to USC all remaining unsold
PRODUCTS in its possession, all equipment used by ELECTROBLATE and any SUBLICENSEE in the manufacture of the PRODUCTS and all packaging and marketing materials in its possession pertaining to the PRODUCTS, and shall certify their destruction or
return to USC specifying the number of each destroyed or returned. All payment obligations hereunder, including without limitation any portion common stock grant to ELECTROBLATE corresponding to the then-current Calendar Year that remains unpaid as
of the effective date of termination, shall be accelerated and shall become immediately due and payable. 
  

	3.5	Section 16 of the Agreement is amended to add the following receiving party of notices: 


ELECTROBLATE: 
 ElectroBlate,
Inc. 
 401 Wilshire Boulevard 

Suite 1020 
 Santa Monica, CA
90401 

  
 [*** Confidential] indicates
material omitted and subject to a confidential information request, which has been filed separately with the SEC. 


  
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	3.6	Exhibit A of the Agreement is deleted in its entirety and replaced with the new attached Exhibit A. 

  

	4	RELATED AGREEMENTS 

  

	4.1	It is a condition to the execution and delivery of this Amendment that TPI and AMI-USC simultaneously execute a termination and release of their Sublicense, that AMI-USC assigns to ELECTROBLATE its nanopulse-related
patents and know-how that are not subject to the Agreement and that are described in Exhibit B to this Amendment, and that ThelioPulse and Electroblate execute the “Agreement and Plan of Merger”. 


The remaining provisions of the Agreement remain in full force and effect. 

This Amendment may be executed in one or more counterparts. Delivery of an executed counterpart of this Amendment by facsimile or a PDF data file or other
scanned executed counterpart by email shall be equally as effective as delivery of a manually executed counterpart of this Amendment. Each duplicate and counterpart of this Amendment shall be equally admissible in evidence, and each shall fully bind
each party who has executed it. The parties agree that a copy of the original signature (including an electronic copy) may be used for any and all purposes in respect of this Amendment for which the original signature may have been used. The parties
agree that neither party will have any rights to challenge the use or authenticity of a counterpart of this Amendment based solely on that its signature, or the signature of the other party, on such counterpart is not an original signature. 

 

							
	AGREED AND ACCEPTED:	 	
			
	AMI-USC	 	USC	 	
				
	By:	 	/S/ Jonathan G. Lasch	 	By:	 	/S/ Jennifer Dyer
		 	            (Signature)            	 		 	      (Signature)      
				
	Name:	 	Jonathan G. Lasch	 	Name:	 	Jennifer Dyer
				
	Title:	 	Executive Director	 	Title:	 	Executive Director
				
	Date:	 	Sept. 18, 2014	 	Date:	 	September 18, 2014
			
	ELECTROBLATE	 		 	
				
	By:	 	/S/ Christopher A. Marlett	 		 	
		 	            (Signature)            	 		 	
				
	Name:	 	Christopher A. Marlett	 		 	
				
	Title:	 	President	 		 	
				
	Date:	 	September 30, 2014	 		 	


  
 [*** Confidential] indicates
material omitted and subject to a confidential information request, which has been filed separately with the SEC. 


  
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 Exhibit A 

NanoPulse Technologies 

Patents and Patent Applications 
  

															
	 Patent/Publ No
	 	 Serial No
	 	 Filing Date
	 	 Issue Date
	 	 Country
	 	 Inventors
	 	 Assignee
	 	 Title

	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]
	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]
	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]
	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]
	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]
	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 		 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]
	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 		 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]


  
 [*** Confidential] indicates
material omitted and subject to a confidential information request, which has been filed separately with the SEC. 


  
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 Exhibit B 

Patents and Patent Applications 

Owned by AMI-USC and to be Assigned to ELECTROBLATE 
  

															
	 Patent/Publ No
	 	 Serial No
	 	 Filing Date
	 	 Issue Date
	 	 Country
	 	 Inventors
	 	 Assigne
	 	 Title

	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 		 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]
	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 		 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]
	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 		 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]
	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 		 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]
	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 		 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]	 	[*** Confidential]


  
 [*** Confidential] indicates
material omitted and subject to a confidential information request, which has been filed separately with the SEC. 


  
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