Exhibit 10.10.4


 


FOURTH AMENDMENT TO EXCLUSIVE PATENT
LICENSE AGREEMENT


 


This Fourth Amendment
(this “Fourth Amendment”), effective as of January 2, 2018, amends the Exclusive Patent License Agreement, effective
March 14, 2006, as amended by the First Amendment to Exclusive Patent License Agreement, effective as of February 25, 2011, the
Second Amendment to Exclusive Patent License Agreement, effective as of April 24, 2014, and the Third Amendment to Exclusive Patent
License Agreement, dated as of June 26, 2015 (as so amended, the “Agreement”), between Duke University, a nonprofit
educational and research institution organized under the laws of North Carolina (“DUKE”) having its principal office
in Durham, North Carolina 27708, and Humacyte, Inc., a corporation organized under the laws of North Carolina (“COMPANY”)
with its corporate headquarters and principal office at 7020 Kit Creek Road, Suite 180, Research Triangle Park, NC 27709. All capitalized
terms used herein but not otherwise defined herein shall have the meanings set forth for such terms in the Agreement.


 


WHEREAS, COMPANY has
been engaged in good faith and reasonable commercial efforts to commercialize the PATENT RIGHTS and develop, register, market and
sell LICENSED PRODUCTS, and desires to effect an amendment to the DUE DILIGENCE SCHEDULE.


 


WHEREAS, the Agreement
requires that any change or modification to the Agreement and the DUE DILIGENCE SCHEDULE be set forth in a written instrument executed
by both DUKE and COMPANY.


 


NOW, THEREFORE, in consideration
of the premises and mutual covenants contained herein and in the Agreement, the parties hereby agree as follows:


 


1. The
obligation described in the last bullet of the DUE DILIGENCE SCHEDULE is hereby deleted in its entirety and replaced with the following:


 


		●	[***]



 


2. Section
12.01 of the Agreement is hereby amended to revise the contact information for purposes of the delivery of notices to COMPANY pursuant
to the Agreement as follows:


 


For delivery via the
U.S. Postal Service:


 


Humacyte, Inc.


2525 East North Carolina Highway 54


Durham, North Carolina 27713-2201


Attention: Paul Boyer, Chief Financial Officer


 


cc: (if of a legal nature,
which such copy shall not constitute notice in the case of COMPANY)


 


Covington & Burling LLP


One CityCenter


850 Tenth Street, NW


Washington, DC 20001


Attention: Kerry Burke


 






     


     


    

 


3. Upon
the effectiveness of this Fourth Amendment, each reference in the Agreement to (i) “this Agreement”, “hereunder”,
“hereof’, “herein” or words of like import shall mean and be a reference to the Agreement as amended hereby,
and (ii) to the “DUE DILIGENCE SCHEDULE” shall mean and be a reference to the DUE DILIGENCE SCHEDULE as amended hereby.


 


4. All
terms, conditions and provisions of the Agreement not expressly amended, modified or deleted by this Fourth Amendment shall continue
in full force and effect and are hereby ratified by the parties. This Fourth Amendment is binding on and inures to the benefit
of the parties and their permitted heirs, successors and assigns.


 


5. The
Agreement, together with any exhibits and appendices affixed thereto, all as modified by this Fourth Amendment, constitutes the
entire and exclusive agreement between DUKE and COMPANY with respect to the subject matters hereof and thereof.


 


6. This
Fourth Amendment shall be construed as having been entered into in the State of North Carolina and shall be interpreted in accordance
with and its performance governed by the laws of the State of North Carolina, without regard to any choice-of-law or conflict-of-law
provision that would dictate the application of the law of another jurisdiction.


 


7. This
Fourth Amendment may be executed in multiple counterparts, all of which shall be considered one and the same agreement, and shall
become effective when each party hereto shall have received counterparts hereof signed by each of the other parties hereto. If
any signature is delivered by facsimile transmission or by PDF, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf the signature is executed) with the same force and effect as if such facsimile or PDF signature
were an original thereof.


 


(Signature Page Follows)


 






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        PO Box 12695

        7020 Kit Creek Road, Suite 230

        Research Triangle Park, NC 27709
	 	
        Phone: 919.313.9633

        Fax: 919.313.9634

        www.humacyte.com



 


(Signature Page to Fourth Amendment to
Exclusive Patent License Agreement)


 


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


 


	DUKE UNIVERSITY	 	HUMACYTE, INC.
	 	 	 
	By:	/s/ Robin Resor	 	By:	/s/ Paul A. Boyer
	Name: 	Robin Rasor	 	Name: 	Paul A. Boyer
	Title:	Executive Director	 	Title:	Chief Financial Officer


 


 


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