Blueprint





 








 
Exhibit 10.5



 


AMENDMENT
TO



LICENSE AGREEMENT


 


THIS
AMENDMENT to the LICENSE AGREEMENT (this “Amendment”)
is made as of the 7th day of May, 2015,
by and between NOBLE BIOMATERIALS
INC. ("NOBLE") and NMI
HEALTH, INC., a corporation organized under the laws of
Nevada, f/k/a Nano Mask, Inc., (the "Licensee").


 



Recitals


 


Noble
and Licensee have previously entered into that certain License
Agreement, dated March 19, 2012, and amended from time to time,
pursuant to which Noble has granted to Licensee, a limited
exclusive right and license as more particularly defined in the
Distributor License Agreement.


 


The
parties wish to amend the License Agreement in accordance with the
terms hereof.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 




1.

Recital D to the License Agreement is
hereby amended so that, from and after the date hereof, such
Recital shall read:






 


D. The
Licensee desires to have the Licensor grant to the Licensee, and
the Licensor has agreed to grant to the Licensee, a limited
non-exclusive right and license to use the Fiber in the manufacture
of the Licensed Products throughout the World specifically
excluding the country of Argentina (the “Manufacturing
Territory”) and a limited non-exclusive right and license to
use the trademarks in the sale and distribution of Licensed
Products throughout the World (the “Marketing
Territory”).


 




2.

Exhibit A and the Definition of “Licensed
Products” shall be replaced in its entirety with the attached
“Amended Exhibit
A”.






 




3.

Section 2.
Term. is hereby amended so
that, from and after the date hereof, such section shall
Read:






 


2.
Term. This Agreement
commences on the Effective Date and expires ten (10) years from the
Effective Date (the “Initial
Term”), and shall automatically renew for successive
terms of five (5) years each (each, a “Renewal Term”, and together with
the Initial Term, the “Term”), unless either Party has
provided written notice of non-renewal at least sixty (60) days
prior to the expiration date of the then-current term or the
Agreement is sooner terminated as set forth herein.


 



 

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4.

Section 9(a) of the License Agreement is
hereby amended so that, from and after the date hereof, such
section shall read:






 


9. Royalties.


 




(a)

From and after the date of this Agreement, the
Licensee shall pay quarterly royalties (the “Royalty
Fee”) in an amount equal to [omitted, filed separately
with the Commission] of net sales of
Licensed Products sold or otherwise distributed by Licensee
hereunder.






 




5.

Exhibit B shall be
deleted in its entirety.






 




6.

The License
Agreement shall continue in full force and effect except as
modified herein.






 


IN
WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first above written.


 


 


NOBLE
FIBER TECHNOLOGIES, LLC


 


BY:

/s/ Jeff Keene 


 





PRINT
NAME:  
Jeff Keene


 





TITLE:
CEO



 


 


NMI
HEALTH, INC.


 


BY:
/s/ Edward
Suydam



 


PRINT
NAME: Edward
Suydam



 


TITLE: 
CEO



 



 

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AMENDED EXHIBIT A


 



Definition of Licensed Products




1. Scrubs


for use in
healthcare and e-commerce








2. Under
Scrubs


for use in
healthcare and e-commerce








3. Lab coats


for use in
healthcare and e-commerce








4. Patient gowns


for use in healthcare and
e-commerce








5. Patient Pajamas


for use in
healthcare and e-commerce








6. Sheets


for use in healthcare, retail,
hospitality and e-commerce








7. Crib sheets



for use in
healthcare, retail and e-commerce








8. Mattress
Covers  



for use in
healthcare, retail, hospitality and
e-commerce 









9. Mattress
Pads   


for use in healthcare and
e-commerce








10.
Cubicle Curtains


for
use in healthcare, hospitality and e-commerce









11.
Thermal Blankets   


for
use in healthcare, retail, hospitality and
e-commerce









12.
Receiving blankets




for
use in healthcare, retail and e-commerce









13.
Crib blankets


for
use in healthcare, retail, hospitality and
e-commerce








14. Towels


for use in
healthcare, sports, hospitality, retail and
e-commerce








15. Chef’s
Garments   


for use in retail and
e-commerce








16.
Chef’s Accessories


for
use in retail and e-commerce






 


The following categories of apparel are
NOT
included in the definition of Licensed
Products and these categories of apparel are specifically excluded
from the License Agreement and are not authorized to be
manufactured or sold:


 


Apparel
in the following product categories:




o

Running








o

Yoga (including
Yoga Mats and Towel Mats)








o

Fitness








o

Cycling








o

Swimming








o

Teque
Street*






*Apparel made out
of technical fabrics functional for both daily and athletic use
(e.g., bike to work clothing).


 




 

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