Exhibit 10.10.2


 


Humacyte 4.24.2014


 


SECOND AMENDMENT TO EXCLUSIVE PATENT
LICENSE AGREEMENT


 


This Second Amendment
(this “Second Amendment”), effective as of April 24, 2014, 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 (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 at 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, Morrisville, NC 27560. All capitalized terms used herein and not otherwise defined shall have the
meanings set forth 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 negotiate 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, 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. DUKE
and COMPANY hereby agree that the requirements set forth in the [***] of the DUE DILIGENCE SCHEDULE, for [***] have previously
been timely satisfied in accordance with the Agreement. In addition, DUKE hereby acknowledges prior receipt of the Milestone Payments
set forth in Sections 3.01(f)(i) through (iii) of the Agreement.


 


3. 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.


Attn: Chief Financial Officer


P.O. Box 12695


NY: 865628-1


Durham, NC 27709


 






     


     


    

 


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



 


Carey S. Roberts


Covington & Burling LLP


620 Eighth Avenue


New York, NY 10018


 


4. Upon
the effectiveness of this Second 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.


 


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


 


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


 


7. This
Second Amendment shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to
conflict of law principles thereof.


 


8. This
Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.


 


(Signature Page Follows)


 






    2


     


    

 


(Signature Page to Second Amendment to
Duke / Humacyte License)


 


IN WITNESS WHEREOF, the
parties have executed this Second Amendment to be executed by their duly authorized representatives.


 


	DUKE UNIVERSITY	 	HUMACYTE, INC.
	 	 	 
	By:	/s/ Rose Ritts	 	By:	/s/ Paul A. Boyer
	Name: 	Rose Ritts, PhD	 	Name: 	Paul A. Boyer
	Title:	Executive Director, Office of Licensing & Ventures, Duke University & DUMC	 	Title:	CFO


 


 


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