Exhibit 10.1.1


 


AMENDMENT
TO EXCLUSIVE LICENSE AGREEMENT


 


This Amendment to the
Exclusive License Agreement (the “Agreement”) is made as of December 11, 2017 (“Effective Date”) between
UNIVERSITY OF MIAMI, a Florida not-for-profit corporation, having business offices located at 1951 NW 7th Avenue, Miami,
Florida 33136 (the “LICENSOR”) and Longeveron LLC, a Delaware limited liability company, whose principal place of business
is at 1951 NW 7th Avenue, Miami, Florida 33136 (the “LICENSEE”).


 


WITNESSETH


 


WHEREAS, LICENSOR and
LICENSEE are parties to that certain Exclusive License Agreement dated November 20, 2014 (the “Agreement”); and


 


WHEREAS, UNIVERSITY
and LICENSEE have agreed to further amend the License Agreement as set for below.


 


NOW THEREFORE, for
these and other valuable considerations, the receipt of which is hereby acknowledged, the parties agree as follows:


 


		1.	Section 4.3.



 


		i.	Section 4.3(a) of the Agreement is hereby amended and replaced as follows:



 


		(a)	by December 31, 2021, to have completed Phase II clinical trials for the Products; and



 


		(b)	by June 1, 2025, to have completed Phase III clinical trials for Products.



 


		ii.	Section 4.3(b) of the Agreement is hereby amended and replaced as follows:



 


LICENSEE, upon written request to UNIVERSITY,
shall be granted extension(s) of one or more of the milestones above by one (1) year intervals so long as LICENSEE is making
commercially reasonable efforts to accomplish the milestones and so long as LICENSEE pays UNIVERSITY a payment of a Five Thousand
Dollars ($5,000) fee per extension, If LICENSEE extends a particular milestone, all subsequent milestones will be extended
by the same time period.


 


		2.	Ratification. Except as specifically set forth herein, the Agreement and obligations
of the UNIVERSITY and LICENSEE thereunder are hereby ratified and confirmed and shall remain in full force and effect.



 


		3.	Entire Agreement. The Agreement, as amended by this Amendment constitutes the entire
agreement between the parties with respect to the subject matter hereof and thereof and supersedes all previous written or oral
representations, agreements, understandings and negotiations with respect thereto.



 


		4.	Choice of Law. This Amendment No. 1 shall be governed by and interpreted in accordance
with the laws of the State of Florida, excluding any principle of conflict or choice of law provisions.



 






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		5.	Representations and Warranties. The UNIVERSITY, on the one hand, and LICENSEE, on
the other hand, hereby represent and warrant to each other as follows:



 


		i.	Each of them has taken all necessary action to authorize the execution, delivery and performance
of this Amendment;



 


		ii.	This Amendment has been duly executed and delivered by each of them and constitutes such party’s
legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to
(A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’
rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding
at law or in equity); and (iii) No consent, approval, authorization or order of, or filing, registration, or qualification
with, any court or governmental authority, or third party is required in connection with the execution, delivery or performance
of this Amendment by either of the parties.



 


		iii.	To the best of each party’s knowledge, both parties have performed all of their respective
obligations under the Agreement (except to the extent such obligations are amended by the terms of this Amendment), and neither
party has knowledge of any event which with the giving of notice, the passage of time, or both would constitute a breach of the
Agreement by the other party.



 


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



 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized to be effective
as of the Effective Date written above.


 


[Signatures appear on next page]


 






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	 	 	Longeveron LLC
	 	 	 
	Date:  December 13, 2017	By:	/s/ Suzanne Page
	 	 	 
	 	 	Suzanne Page
	 	 	Printed Name
	 	 	 
	 	 	COO
	 	 	Title
	 	 	 
	 	 	 
	 	 	UNIVERSITY OF MIAMI
	 	 	 
	Date: December 11, 2017	By:	/s/ Norma Sue Kenyon
	 	 	Norma Sue Kenyon
	 	 	Vice Provost for Innovation


 


 


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