nviv_Ex10_2


		
			Exhibit 10.2
		

		
			AMENDMENT TWO TO THE
		

		
			EXCLUSIVE LICENSE
		

		
			(CMCC Agreement #6748)
		

		
			This second amendment (“Amendment Two”) is made and entered into as of August 29, 2017 (the “Effective Date”) by and between Children’s Medical Center Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having offices located at 300 Longwood Avenue, Boston, MA (“CMCC”) and InVivo Therapeutics Corporation, a business corporation organized and existing under the laws of the State of Delaware and having its principal office at One Kendall Square, Suite B14402, Cambridge, MA 02139 (“Licensee”).
		

		
			WHEREAS, CMCC and Licensee have entered into that certain Exclusive License Agreement with an effective date of July 2, 2007 and Amendment Number One on May 12, 2011 (collectively the “Agreement”);
		

		
			WHEREAS CMCC and Licensee wish to amend such Agreement as set forth in this Amendment Two; and
		

		
			WHEREAS the Agreement otherwise remains unchanged.
		

		
			In consideration of these premises and of the mutual promises set forth below, the parties agree to amend the Agreement as follows:
		

		
			Amendment to the Agreement:
		

		
			1.           Appendix 1A shall be deleted in its entirety and replaced with Appendix 1A of this Amendment Two.
		

		
			2.          Appendix 1B shall be deleted in its entirety and replaced with Appendix 1B of this Amendment Two.
		

		
			3.           Licensee has declined to pay the patent annuities and maintenance fees for certain licensed patent applications contained under Patent Rights as identified in Appendix IA of this Amendment Two. CMCC and MIT acknowledge Licensee’s surrender of rights in such patent applications pursuant to Amendment One, Paragraph 6 replacing Article VI Paragraph B of the Agreement, and acknowledge that Licensee has no further obligations with respect to such surrendered patent applications. For the avoidance of doubt, a license to US Patent No. 9,173,732 remains subsisting under the Agreement, the ‘732 patent being the U.S. counterpart of several foreign applications that were surrendered by the Licensee pursuant to the Agreement. Rights in the surrendered patent application in Appendix II shall be governed by Amendment One, Paragraph 6 amending Article VI Patent Prosecution, Paragraph B. of the Agreement.
		

		
			
		

		
			


		 


		

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			4.          The parties agree that as of the Effective Date of the Second Amendment, the $100,000 Milestone payment referenced in Article IV(c) of the Agreement is hereby due to CMCC and shall be paid by Licensee to CMCC within thirty (30) days of the Effective Date of the Second Amendment.
		

		
			5.          The parties acknowledge that Licensee has provided to CMCC the Commercialization Plan as defined in Article III, Paragraph B of the Agreement.
		

		
			6.          Upon execution, this Amendment Two shall be made a part of the Agreement and shall be incorporated therein. Except as provided herein, all other terms and conditions of the Agreement shall remain in full force and effect.
		

		
			7.          This Amendment Two may be executed by facsimile or a portable document format (PDF) and in any number of counterparts, each of which shall be deemed to be an original, and all of which together will constitute one and the same instrument.
		

		
			IN WITNESS WHEREOF, the parties hereunto have duly executed this Amendment Two by their respective authorized signatory.
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						CHILDREN’S MEDICAL CENTER CORPORATION

					
					
						INVIVO THERAPEUTICS CORPORATION

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ August Cervini

					
					
						 

					
					
						By

					
					
						/s/ Mark D. Perrin

					
					
						 

				
	
					
						 

					
					
						August Cervini

					
					
						 

					
					
						Mark D. Perrin

				
	
					
						 

					
					
						VP, Research Administration

					
					
						 

					
					
						Chief Executive Officer and Chairman

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Date

					
					
						8/29/17

					
					
						 

					
					
						Date

					
					
						August 9, 2017

					
					
						 

				



		
			 
		

		
			
		

		
			


		 


		

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			Appendix 1A: Patent Rights
		

		
			The following patents and patent applications based on CMCC case 1455 (M.I.T. Case
		

		
			Number 12084) and CMCC case 1456 (M.I.T. Case 13490Q):
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Country

					
					
						    

					
					
						Serial Number

					
					
						    

					
					
						Filing Date

					
					
						    

					
					
						Status

					
					
						    

					
					
						Issue Date

					
					
						 

				
	
					
						U.S.

					
					
						 

					
					
						60/794,986

					
					
						 

					
					
						4/25/2006

					
					
						 

					
					
						Expired

					
					
						 

					
					
						 

					
					
						 

				
	
					
						U.S.

					
					
						 

					
					
						11/789,538

					
					
						 

					
					
						4/25/2007

					
					
						 

					
					
						Issued

					
					
						 

					
					
						8,377,463

					
					
						 

				
	
					
						U.S.

					
					
						 

					
					
						12/186,346

					
					
						 

					
					
						8/5/2008

					
					
						 

					
					
						Issued

					
					
						 

					
					
						9,173,732

					
					
						 

				
	
					
						U.S.

					
					
						 

					
					
						14/496,742

					
					
						 

					
					
						09/25/2014

					
					
						 

					
					
						Issued

					
					
						 

					
					
						9,101,695

					
					
						 

				
	
					
						U.S.

					
					
						 

					
					
						14/177,888

					
					
						 

					
					
						02/11/2014

					
					
						 

					
					
						Issued

					
					
						 

					
					
						8,858,966

					
					
						 

				
	
					
						U.S.

					
					
						 

					
					
						14/694,466

					
					
						 

					
					
						04/23/2015

					
					
						 

					
					
						Issued

					
					
						 

					
					
						9,440,008

					
					
						 

				
	
					
						U.S.

					
					
						 

					
					
						13/741,901

					
					
						 

					
					
						01/15/2013

					
					
						 

					
					
						Issued

					
					
						 

					
					
						8,685,434

					
					
						 

				
	
					
						U.S.

					
					
						 

					
					
						15/229,551

					
					
						 

					
					
						08/05/2016

					
					
						 

					
					
						Pending

					
					
						 

					
					
						 

					
					
						 

				
	
					
						PCT

					
					
						 

					
					
						PCT/US08/72226

					
					
						 

					
					
						8/5/2008

					
					
						 

					
					
						Expired

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Australia

					
					
						 

					
					
						2008360388

					
					
						 

					
					
						8/5/2008

					
					
						 

					
					
						Surrendered

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Brazil

					
					
						 

					
					
						PI0709638‐0

					
					
						 

					
					
						8/5/2008

					
					
						 

					
					
						Pending

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Canada

					
					
						 

					
					
						2733252

					
					
						 

					
					
						8/5/2008

					
					
						 

					
					
						Surrendered

					
					
						 

					
					
						 

					
					
						 

				
	
					
						China

					
					
						 

					
					
						200880131305.9

					
					
						 

					
					
						8/5/2008

					
					
						 

					
					
						Surrendered

					
					
						 

					
					
						 

					
					
						 

				
	
					
						India

					
					
						 

					
					
						201648000170

					
					
						 

					
					
						8/5/2008

					
					
						 

					
					
						Pending

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Japan

					
					
						 

					
					
						2009‐507940

					
					
						 

					
					
						8/5/2008

					
					
						 

					
					
						Issued

					
					
						 

					
					
						5340917

					
					
						 

				
	
					
						Singapore

					
					
						 

					
					
						201100824‐0

					
					
						 

					
					
						 

					
					
						 

					
					
						Surrendered

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Singapore

					
					
						 

					
					
						200807854‐5

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						South Korea

					
					
						 

					
					
						10‐2011‐7005148

					
					
						 

					
					
						8/5/2008

					
					
						 

					
					
						Surrendered

					
					
						 

					
					
						00/00/00

					
					
						 

				
	
					
						EPO

					
					
						 

					
					
						EP-TBA

					
					
						 

					
					
						8/5/2008

					
					
						 

					
					
						Pend

					
					
						 

					
					
						00/00/00

					
					
						 

				



		
			 
		

		
			
		

		
			


		 


		

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						PCT

					
					
						 

					
					
						PCT/US07/067403

					
					
						 

					
					
						4/25/2007

					
					
						 

					
					
						Expired

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Australia

					
					
						 

					
					
						2007244813

					
					
						 

					
					
						4/25/2007

					
					
						 

					
					
						Issued

					
					
						 

					
					
						2007244813

					
					
						 

				
	
					
						Brazil

					
					
						 

					
					
						PI 0709638‐0

					
					
						 

					
					
						10/23/2008

					
					
						 

					
					
						Pending

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Canada

					
					
						 

					
					
						2650804

					
					
						 

					
					
						4/25/2007

					
					
						 

					
					
						Pending

					
					
						 

					
					
						 

					
					
						 

				
	
					
						China

					
					
						 

					
					
						200780022752.6

					
					
						 

					
					
						4/25/2007

					
					
						 

					
					
						Lapsed

					
					
						 

					
					
						 

					
					
						 

				
	
					
						India

					
					
						 

					
					
						5785/CHENP/2008

					
					
						 

					
					
						10/24/2008

					
					
						 

					
					
						Pending

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Japan

					
					
						 

					
					
						2013‐086578

					
					
						 

					
					
						10/23/2008

					
					
						 

					
					
						Issued

					
					
						 

					
					
						5746726

					
					
						 

				
	
					
						EPO

					
					
						 

					
					
						7761270.3

					
					
						 

					
					
						4/25/2007

					
					
						 

					
					
						Pending

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Hong Kong

					
					
						 

					
					
						9106081.8

					
					
						 

					
					
						4/25/2007

					
					
						 

					
					
						Pending

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Korea

					
					
						 

					
					
						10‐2015‐7005577

					
					
						 

					
					
						03/03/2015

					
					
						 

					
					
						Pending

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Japan

					
					
						 

					
					
						2015‐095932

					
					
						 

					
					
						05/08/2015

					
					
						 

					
					
						Pending

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Australia

					
					
						 

					
					
						2012227370

					
					
						 

					
					
						09/27/2012

					
					
						 

					
					
						Issued

					
					
						 

					
					
						2012227370

					
					
						 

				
	
					
						Korea

					
					
						 

					
					
						10‐2014‐7024979

					
					
						 

					
					
						09/04/2014

					
					
						 

					
					
						Pending

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Australia

					
					
						 

					
					
						2015271864

					
					
						 

					
					
						 

					
					
						 

					
					
						Pending

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Korea

					
					
						 

					
					
						10‐2008‐7028672

					
					
						 

					
					
						 

					
					
						 

					
					
						Lapsed

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Korea

					
					
						 

					
					
						10‐2013‐7032762

					
					
						 

					
					
						 

					
					
						 

					
					
						Lapsed

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Japan

					
					
						 

					
					
						2011‐522037

					
					
						 

					
					
						 

					
					
						 

					
					
						Surrendered

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Korea

					
					
						 

					
					
						2016‐7004639

					
					
						 

					
					
						 

					
					
						 

					
					
						Pending

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Canada

					
					
						 

					
					
						2936333

					
					
						 

					
					
						 

					
					
						 

					
					
						Pending

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Korea

					
					
						 

					
					
						20167024587

					
					
						 

					
					
						 

					
					
						 

					
					
						Pending

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			
		

		
			


		 


		

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			Appendix 1B: Additional Patent Rights
		

		
			I.          United States Patents and Applications
		

		
			CMCC Case No. 23 (M.I.T. Case No. 4973) (Expired)
		

		
			United States of America Patent No. 5804178, Issued September 8, 1998 
		

		
			“IMPLANTATION OF CELL-MATRIX STRUCTURE ADJACENT MESENTERY, OMENTUM OR PERITONEUM TISSUE”
		

		
			by Linda G. Griffith, Lynt Johnson, Robert S. Langer and Joseph P. Vacanti
		

		
			CMCC Case No. 25 (M.I.T. Case No. 5573) (Expired)
		

		
			United States of America Patent No. 5514378, Issued May 7, 1996
		

		
			“BIOCOMPATIBLE POLYMER MEMBRANES AND METHODS OF PREPARATION OF THREE DIMENSIONAL MEMBRANE STRUCTURES”
		

		
			by Linda G. Griffith, Robert S. Langer, Antonios G. Mikos, Georgios Sarakinos and Joseph P. Vacanti
		

		
			CMCC Case Nos. 20 and 30 (M.I.T. Case No. 4279) (Expired)
		

		
			United States of America Patent No. 5759830, Issued June 2, 1998 
		

		
			United States of America Patent No. 5770417, Issued June 23, 1998
		

		
			“THREE-DIMENSIONAL FIBROUS SCAFFOLD CONTAINING ATTACHED CELLS FOR PRODUCING VASCULARIZED TISSUE IN VIVO”
		

		
			by Robert S. Langer and Joseph P. Vacanti
		

		
			United States of America Patent No. 5770193, Issued June 23, 1998
		

		
			“PREPARATION OF THREE-DIMENSIONAL FIBROUS SCAFFOLD CONTAINING ATTACHED CELLS FOR PRODUCING VASCULARIZED TISSUE IN VIVO”
		

		
			by Robert S. Langer and Joseph P. Vacanti
		

		
			CMCC Case No. 26 (M.I.T. Case No. 5729)
		

		
			United States of America Patent No. 6309635, Issued October 30, 2011 (Expires December 30, 2018)
		

		
			“PREVASCULARIZED POLYMERIC IMPLANTS FOR ORGAN TRANSPLANTATION”
		

		
			by James C. Gilbert, Donald E. Ingber, Robert S. Langer, James E. Stein and Joseph P. Vacanti
		

		
			CMCC Case No. 389 (M.I.T. Case No. 6560) (Expired)
		

		
			United States of America Patent No. 7462471, Issued December 9, 2008
		

		
			
		

		
			


		 


		

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			“POROUS BIODEGRADABLE POLYMERIC MATERIALS FOR CELL TRANSPLANTATION”
		

		
			by Linda G. Griffith, Robert S. Langer, Antonios G. Mikos, Georgios Sarakinos and Joseph P. Vacanti
		

		
			CMCC Case No. 415 (M.I.T. Case No. 6798)
		

		
			United States of America Patent No. 6281015, Issued August 28, 2001 (Expires August 28, 2018)
		

		
			“LOCALIZED DELIVERY OF FACTORS ENHANCING SURVIVAL OF TRANSPLANTED CELLS”
		

		
			by Robert S. Langer, David J. Mooney and Joseph P. Vacanti
		

		
			CMCC Case No. 505 (M.I.T. Case No. 7138) (Expired)
		

		
			United States of America Patent No. 6095148, Issued August 1, 2000
		

		
			“NEURONAL STIMULATION USING ELECTRICALLY CONDUCTING POLYMERS”
		

		
			by Robert S. Langer, Christine E. Schmidt, Venkatram P. Shastri and Joseph P. Vacanti
		

		
			M.I.T. Case No. 6984 (Expired)
		

		
			United States of America Patent No. 5654381, Issued August 5, 1997 
		

		
			“FUNCTIONALIZED POLYESTER GRAFT COPOLYMERS”
		

		
			by Jeffrey S. Hrkach, Robert S. Langer and Noah Lotan
		

		
			M.I.T. Case No. 13525 (CMCC Case No. 26) (Expired)
		

		
			United States of America Patent No. 6689608, Issued February 10, 2004
		

		
			United States of America Serial No. 12/218448, Filed July 15, 2008
		

		
			“POROUS BIODEGRADABLE POLYMERIC MATERIALS FOR CELL TRANSPLANTATION”
		

		
			by Linda G. Griffith, Robert S. Langer, Antonios G. Mikos, Georgios Sarakinos and Joseph P. Vacanti
		

		
			II.         International (non-U.S.) Patents and Applications
		

		
			CMCC Case No. 26 (M.I.T. Case No. 5729) (Expired)
		

		
			European Patent Convention Patent No. 0610423, Issued May 7, 1997
		

		
			Japan Patent No. 3524919, Issued February 20, 2004
		

		
			Austria Patent No. 0610423, Issued May 7, 1997
		

		
			Belgium Patent No. 0610423, Issued May 7, 1997
		

		
			France Patent No. 0610423, Issued May 7, 1997
		

		
			Germany Patent No. 69219613, Issued May 7, 1997
		

		
			Italy Patent No. 0610423, Issued May 7, 1997
		

		
			
		

		
			


		 


		

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			Luxembourg Patent No. 0610423, Issued May 7, 1997
		

		
			Netherlands Patent No. 0610423, Issued May 7, 1997
		

		
			Sweden Patent No. 0610423, Issued May 7, 1997
		

		
			United Kingdom Patent No. 0610423, Issued May 7, 1997
		

		
			“PREVASCULARIZED POLYMERIC IMPLANTS FOR ORGAN TRANSPLANTATION”
		

		
			by James C. Gilbert, Donald E. Ingber, Robert S. Langer, James E. Stein and Joseph P. Vacanti
		

		
			CMCC Case No. 30 (M.I.T. Case No. 4279) (Expired)
		

		
			Canada Patent No. 1340581, Issued June 8, 1999
		

		
			“CHIMERIC NEOMORPHOGENESIS OF ORGANS BY CONTROLLED CELLULAR IMPLANTATION USING ARTIFICIAL MATRICES”
		

		
			by Robert S. Langer and Joseph P. Vacanti
		

		
			CMCC Case No. 415 (M.I.T. Case No. 6798) (Expired)
		

		
			European Patent Convention Patent No. 0794790, Issued April 17, 2002
		

		
			Japan Patent No. 4361134, Issued August 21, 2009
		

		
			Canada Patent No. 2207286, Issued October 7, 2003
		

		
			Ireland Patent No. 0794790, Issued April 17, 2002 
		

		
			Belgium Patent No. 0794790, Issued April 17, 2002 
		

		
			Switzerland Patent No. 0794790, Issued April 17, 2002 
		

		
			Germany Patent No. 0794790, Issued April 17, 2002 
		

		
			Denmark Patent No. 0794790, Issued April 17, 2002 
		

		
			Spain Patent No. 0794790, Issued April 17, 2002 
		

		
			France Patent No. 0794790, Issued April 17, 2002 
		

		
			Austria Patent No. 0794790, Issued April 17, 2002 
		

		
			Greece Patent No. 3039884, Issued April 17, 2002 
		

		
			Sweden Patent No. 0794790, Issued April 17, 2002 
		

		
			Italy Patent No. 0794790, Issued April 17, 2002
		

		
			Luxembourg Patent No. 0794790, Issued April 17, 2002 
		

		
			Monaco Patent No. 0794790, Issued April 17, 2002 
		

		
			Netherlands Patent No. 0794790, Issued April 17, 2002 
		

		
			Portugal Patent No. 0794790, Issued April 17, 2002
		

		
			United Kingdom Patent No. 0794790, Issued April 17, 2002
		

		
			“LOCALIZED DELIVERY OF FACTORS ENHANCING SURVIVAL OF TRANSPLANTED CELLS”
		

		
			by Robert S. Langer, David J. Mooney and Joseph P. Vacanti
		

		
			CMCC Case No. 505 (M.I.T. Case No. 7138) (Expired)
		

		
			New Zealand Patent No. 321886, Issued June 8, 2000 
		

		
			Japan Patent No. 4451929, Issued February 5, 2010
		

		
			
		

		
			


		 


		

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			South Korea Serial No. 98‐703320, Filed October 31, 1996 
		

		
			Australia Patent No. 720275, Issued September 11, 2000
		

		
			Canada Serial No. 2236749, Filed October 31, 1996
		

		
			Japan Serial No. 2008‐287194, Filed October 31, 1996
		

		
			Japan Serial No. 2009‐244981, Filed October 31, 1996
		

		
			“NEURONAL STIMULATION USING ELECTRICALLY CONDUCTING POLYMERS”
		

		
			by Robert S. Langer, Christine E. Schmidt, Venkatram P. Shastri and Joseph P. Vacanti
		


		 


		

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