Exhibit 10.58


 


***Text Omitted
and Filed Separately with the Securities and Exchange


Commission. Confidential
Treatment Requested Under


17 C.F.R. Sections 200.80(b)(4) and
240.24b-2


 


FOURTH AMENDMENT TO EXCLUSIVE LICENSE
AGREEMENT


 


THIS FOURTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Exosomes Fourth Amendment”) is
made and entered into as of December 26, 2017 (“Fourth Amendment Date”) by and between CEDARS-SINAI MEDICAL
CENTER, a California nonprofit public benefit corporation (“CSMC”) and CAPRICOR, INC., a Delaware
corporation (“Licensee”), under the following circumstances:


 


		A.	CSMC and Licensee entered into the Exclusive License Agreement
dated May 5, 2014, as amended by the First Amendment dated February 27, 2015, the Second Amendment dated June 10, 2015, and the
Third Amendment dated August 5, 2016 (the “Exosomes License Agreement”). The Exosomes License Agreement pertains
to technologies related to extracellular vesicles (“EVs”).





 


		B.	CSMC subsequently filed the patent applications listed
under Section 2(a) (i)-(vii) below (the “New Applications”).



 


		C.	The parties desire to amend the Exosomes License Agreement
as further described herein to incorporate rights to the New Applications pertaining to various treatments with EVs, including
exosomes and microvesicles, as well as the polynucleotides contained therein.



 


		D.	Rights to the New Applications pertaining to various treatments
with CDCs are concurrently being licensed by CSMC to Licensee in that certain Third Amendment to Amended and Restated Exclusive
License Agreement (the “CDCs Third Amendment”) executed concurrently herewith.






		E.	It is the intent of the parties that all rights embodied
in the New Applications are being licensed from CSMC to Licensee through the combination of this Exosomes Fourth Amendment and
the CDCs Third Amendment.



 


		F.	For the avoidance of doubt, any other subject matter contained
in the New Applications which is not covered by the CDCs Third Amendment is covered by this Exosomes Fourth
Amendment.



 


NOW, THEREFORE,
in consideration of the mutual promises and covenants contained herein and in the License Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1.         Defined
Terms. Terms not otherwise defined herein shall have the meaning ascribed to them in the License Agreement.


 




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***Text Omitted
and Filed Separately with the Securities and Exchange


Commission. Confidential
Treatment Requested Under


17 C.F.R. Sections 200.80(b)(4) and
240.24b-2


 


2.          Amendments
to the License Agreement.


 


		(a)	The following technologies are hereby added to Revised Schedule A (Patent Rights) to the Exosomes
License Agreement:



 


(i)


[***]


 


(ii)


[***]


 


(iii)


[***]


 


(iv)


[***]


 


(v)


[***]


 


(vi)


[***]


 


(vii)


[***]


 


		(b)	No later than thirty (30) days after the Fourth Amendment
Date, Licensee shall reimburse CSMC for all of the costs, including attorneys’ fees,
actually incurred by CSMC, before and after the Fourth Amendment Date, in the preparation and/or prosecution of the patent
applications referenced in Section 2(a) hereof, which, as of the Fourth Amendment Date, amount to a total of $49,950.78.
All amounts paid by Licensee to CSMC under this Section shall be nonrefundable.



 


		(c)	The parties agree that Milestone 4 on Schedule D to the
Agreement is hereby modified as follows: “On or before December 31, 2018, Licensee shall file an Investigational New Drug
(IND) application for at least one (1) Product.”



 


3.        Extracellular
Vesicles. The parties acknowledge that the International
Society for Extracellular Vesicles defines the term “extracellular vesicles” as including exosomes, microvesicles,
microparticles, ectosomes, oncosomes and prostasomes.


 


4.        Other
Provisions. This Exosomes Fourth Amendment is a revision to the Exosomes License Agreement only, it is not a novation
thereof. Except as otherwise provided herein, the terms and conditions of the Exosomes License Agreement shall remain in full
force and effect.


 




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***Text Omitted
and Filed Separately with the Securities and Exchange


Commission. Confidential
Treatment Requested Under


17 C.F.R. Sections 200.80(b)(4) and
240.24b-2


 


5.        Further
Assurances. Each of the parties hereto shall execute such further documents and instruments and do all such further
acts as may be necessary or required in order to effectuate the intent and accomplish the purposes of this Exosomes Fourth Amendment.


 


6.        Counterparts.
This Fourth Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.


 


*       *       *       *       *


 




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***Text
Omitted and Filed Separately with the Securities and Exchange


Commission. Confidential
Treatment Requested Under


17 C.F.R. Sections 200.80(b)(4)
and 240.24b-2


 


IN WITNESS WHEREOF,
the parties have executed this Fourth Amendment to Exclusive License Agreement as of the day and year first above written.


 


	Dated:	December 26,
    2017		 	CAPRICOR, INC.
	 	 	 	 	 	 
	 	 	 	 	By: 	/s/ Karen Krasney, Esq.
	 	 	 	 	 	Karen Krasney, Esq.
	 	 	 	 	 	Executive Vice President,  
	 	 	 	 	 	General Counsel
	 	 	 	 	 	 
	Dated:	December 26,
    2017		 	CEDARS-SINAI MEDICAL CENTER
	 	 	 	 	 	 
	 	 	 	 	By: 	/s/ James D. Laur, Esq.
	 	 	 	 	 	James D. Laur, Esq.
	 	 	 	 	 	Vice President, 
	 	 	 	 	 	Business & Technology Affairs
	 	 	 	 	 	 
	 	 	 	 	By: 	/s/ Edward M. Prunchunas
	 	 	 	 	 	Edward M. Prunchunas
	 	 	 	 	 	Executive Vice President, 
	 	 	 	 	 	Finance & Chief Financial Officer


 




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