Exhibit 10.11


 


 


Exclusive
License Agreement


 


This
license agreement ("Agreement") effective as of this 2nd day of May, 2017 ("Effective Date") is by and between the
University of Iowa Research Foundation, a nonprofit corporation organized and existing under the laws of the State of Iowa and having
an address at 112 N. Capitol Street, 6, Gilmore Hall, Iowa City, Iowa 52242 ("UIRF"), and Cardio Diagnostics, LLC, an Iowa
limited liability corporation with principal offices at 2500 Crosspark Road, Suite W245, Coralville, IA 52240 ("Licensee").


WHEREAS,
as the agent of the University of Iowa ("UI"), for managing its intellectual property, UIRF has the exclusive right to license
patent rights and know-how relating to technologies entitled, "Methylation and GxMethylation Effects in Predicting Cardiovascular
Disease" and "Methylation and GxMethylation Effects in Predicting Stroke, Congestive Heart Failure and Diabetes" ("Invention"),
as identified in Exhibit A, and desires to have said Invention utilized in the public interest, and;


WHEREAS,
Licensee desires to commercialize the Invention and is willing to commit to developing and bringing to market products exploiting the
rights in the Invention.


NOW,
THEREFORE, UIRF is willing to grant a license under its rights in the Invention in accordance with the terms of this Agreement. In consideration
of the following covenants and conditions, the parties agree as follows:





		1.	Definitions



 


		1.1	"Affiliate(s)"
                                            means any entity that directly or indirectly owns or controls, is owned or controlled
                                            by, or is under common ownership or control with the Licensee. For the purposes of this definition,
                                            "ownership" or "control" mean: (a) possession, or the right to possession,
                                            of at least fifty percent (50%) of the voting stock of a corporation or of the ownership
                                            units if pertaining to a legal entity other than a corporation; (b) the power to direct the
                                            management and policies of the entity; (c) the power to appoint or remove a majority of the
                                            board of directors or of the equivalent partners, members or managers if pertaining to a
                                            legal entity other than a corporation; or (d) the right to receive fifty percent (50%) or
                                            more of the profits or earnings. An entity is entitled to the benefits of an Affiliate under
                                            this Agreement only for the period of time the entity qualifies as an Affiliate under this
                                            definition, however all obligations under this Agreement of an entity while an Affiliate
                                            shall survive until their purposes are fulfilled even if the entity no longer qualifies as
                                            an Affiliate.



 


		1.2	"Aggregate
                                            Consideration" means: (a) in the case of an Asset Sale, the sum of: (i) all cash,
                                            and the fair market value of all securities or other property transferred to Licensee, its
                                            Affiliates or any holder of securities or ownership units of Licensee at the time of the
                                            transaction, less all current and long-term liabilities (but not contingent liabilities)
                                            of Licensee that are not discharged or assumed by the buyer (or its affiliates) in connection
                                            with the Asset Sale; and (ii) all cash, and the fair market value of all securities and other
                                            property for Trailing Consideration payable to Licensee, its Affiliates or any holder of
                                            securities or ownership units of Licensee when and if, actually paid; or (b) in the case
                                            of a Merger or Security Sale, the sum of: (i) all cash, and the fair market value of all
                                            securities and other property transferred to the holders of the securities or ownership units
                                            of Licensee (and any option holders or warrant holders) in return for their equity (or options
                                            or warrants) or ownership in Licensee at the time of the transaction; and (ii) all cash,
                                            and the fair market value of all securities and other property transferred to the holders
                                            of the securities or ownership units of Licensee (and any option holders or warrant holders)
                                            for Trailing Consideration payable to the holders of Licensee's securities or ownership units,
                                            when and if actually paid.



 


 






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		1.3	"Confidential
                                            Information" means any information or materials disclosed by one party, the disclosing
                                            party, to the other, the receiving party, and marked as confidential (or with other similar
                                            designation) at the time of disclosure or, if first disclosed orally or observed visually,
                                            identified as confidential at such time and confirmed in writing within thirty (30) days.
                                            Notwithstanding the above, the failure to so mark or confirm such information as confidential
                                            shall not cause the information to be considered non-confidential if the receiving party
                                            knew or reasonably should have known that it was the type of information which is or should
                                            be considered confidential. Confidential Information includes the specific financial terms
                                            of this Agreement, but not the Agreement itself. Confidential Information does not include
                                            any information or material that is: (a) already lawfully known to the receiving party at
                                            the time of disclosure (other than from the disclosing party) as evidenced by receiving party's
                                            written records; (b) in the public domain other than through acts or omissions of the receiving
                                            party, or anyone that obtained the information or materials from the receiving party; (c)
                                            disclosed to the receiving party by a third party who was not and is not under any obligation
                                            of confidentiality; or (d) independently developed by employees of the receiving party without
                                            knowledge of or access to the Confidential Information as evidenced by the receiving party's
                                            written records.



 



 


		1.4	"Field"
                                            means research tools and clinical diagnostics for cardiovascular disease, stroke, congestive
                                            heart failure, and diabetes in humans.



 


		1.5	"Initial
                                            Public Offering" means the effectiveness of a registration statement for the first
                                            sale of Licensee's common stock in a firm commitment underwritten public offering registered
                                            under the Securities Act of 1933, as amended.



 


		1.6	"Licensed
                                            Product(s) and/ or Licensed Process(es)" means any product or process: (a) that
                                            is covered by the Patent Rights, infringes the Patent Rights, or would infringe the Patent
                                            Rights but for a valid statutory exception in the U.S. or other countries; (b} the development,
                                            manufacture, use, sale or importation of which is, incorporates, uses, or is derived from,
                                            any Technical Information; or (c) meeting the qualifications of both (a) and (b).









		1.7	"Liquidation
                                            Event" means each: (a) merger, share exchange, or other reorganization involving
                                            another previously-existing legal entity other than an Affiliate ("Merger");
                                            (b) sale by one or more holders of the securities or ownership units of Licensee equaling
                                            a majority of the voting power of Licensee ("Security Sale"); or (c) sale
                                            of all or substantially all of the assets of Licensee
                                            or all or substantially all of that portion of its assets related to the subject matter
                                            of this Agreement ("Asset Sale"); in which for (a), (b), and (c) above,
                                            the holders of the securities or ownership units of Licensee prior to such transaction do
                                            not own a majority of the voting power of the acquiring, surviving or successor entity, as
                                            the case may be. Notwithstanding the foregoing, a Liquidation Event shall include neither
                                            (i) a bona fide financing transaction in which voting control of Licensee transfers to one
                                            or more persons or entities who acquire the securities or owernship units of Licensee from
                                            Licensee in exchange for either cash payment to Licensee or the cancellation of indebtedness
                                            owed by Licensee, or a combination thereof, nor (ii) the reorganization of Licensee from
                                            one legal entity such as a limited liability company to a corporation not involving another
                                            previously existing legal entity other than an Affiliate.



 


		1.8	"Market
                                            Exclusivity" means an exclusive benefit by grant or an exclusion under or from any
                                            Regulatory Authority relating to the Licensed Product.



 


		1.9	"Net
                                            Sales" means the gross invoiced amount for Licensed Products sold, leased, transferred,
                                            performed, or otherwise provided by Licensee and its Affiliate(s) or Sublicensee(s), less
                                            the following solely to the extent documented and attributable only to Licensed Products:
                                            (a) customary trade, quantity and cash discounts actually given; (b} returns, credits and
                                            allowances actually granted; (c) transportation and insurance, if charged
                                            separately and included in the gross invoiced amount; and (d) sales taxes or other governmental
                                            customs charges (excluding value-added and other consumption taxes) actually paid and included
                                            in the gross invoice amount. Net Sales on Licensed Product(s)



 


 




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and/or
Licensed Process(es) transferred as part of a non-cash exchange or to Licensee's Affiliate(s) or Sublicensee(s) shall be calculated at
the then-current customary sales price or fair market value invoiced to third parties, whichever is greater. If there is no such invoice
to reference, then the parties shall agree on the fair market value. Net Sales accrue with the first to occur of delivery or invoice.


 


		1.10	"Patent
                                            Rights" means Valid Claims of the patents and/or patent applications listed on Exhibit
                                            A, Patent Rights, incorporated herein by reference, all U.S., PCT and foreign patent
                                            applications claiming priority thereto, including divisionals, continuations, and
                                            continuations-in-part (but only to the extent of subject matter claimed in such continuations
                                            in-part that is fully disclosed and enabled by the disclosures
                                            in Exhibit A to satisfy 35 U.S.C.



§112,
as determined by a court or administrative agency of competent jurisdiction), all patents issuing tt)erefrom, reissues, reexaminations
and any extensions of or supplementary protection certificates allowed on any of the foregoing, in each case only to the extent claiming
the Invention.


 


		1.11	"Pre-Money
                                            Valuation" means the amount equal to the product of: (a) the price per share of
                                            common stock sold in an Initial Public Offering; and (b) the total number of outstanding
                                            shares of common stock of Licensee immediately prior to the closing of the Initial Public
                                            Offering, determined on a fully-diluted, as converted
                                            into common stock basis, giving effect to any stock split, stock dividend, stock combination,
                                            recapitalization or similar action impacting Licensee's capitalization that occurs, or is
                                            deemed to occur, upon consummation of the Initial Public Offering.



 


		1.12	"Regulatory
                                            Authority" means the US Food and Drug Administration, European Medicines Agency
                                            or other similar regulatory body, agency, or entity and tl)eir respective successors worldwide,
                                            that grant approvals, licenses, registrations, authorizations on behalf of any national,
                                            multi-national, regional, state, or local agency, department, administration, bureau, fund,
                                            commission, council or other governmental entity necessary in order to test, make, market,
                                            distribute, use, and/or sell the Licensed Product(s) and/or Licensed Process(es)s in its
                                            respective jurisdiction.



 


		1.13	"Research
                                            Grants" means all funding awarded to Licensee under state of Iowa or federal government,
                                            foundation or private sponsored research grants or other funding, contracts, and/or
                                            cooperative agreements, including extensions thereof, that are related to the Patent Rights.
                                            Specifically, Research Grants includes SBIR and STTR awards.



 


		1.14	"Sublicensee(s)"
                                            means any person or entity, including Affiliates, (a) to whom Licensee or its Affiliates
                                            grants or otherwise conveys any of the rights licensed hereunder, and/or (b) against whom
                                            Licensee or its Affiliates agrees not to assert any of the rights licensed hereunder, and/or
                                            (c) who has obtained an agreement from Licensee that neither Licensee nor its Affiliates
                                            shall practice any of the rights licensed hereunder.



 


		1.15	"Technical
                                            Information" means information including, but not limited to, research and development
                                            information, materials, Confidential Information, technical data, unpatented inventions,
                                            know-how and supportive information owned and controlled by UIRF and not in the public domain
                                            as of the Effective Date describing the Invention, its manufacture and/or use, and selected
                                            by UIRF to provide to Licensee for use in or with the development, manufacture or use of
                                            a Licensed Product(s) and/or Licensed Process(es). In the case of Technical Information provided
                                            by UIRF as: (i) materials, all progeny and derivatives of the materials made by Licensee
                                            and/or Sublicensee(s) are included within Technical Information; and (ii) software or other
                                            copyrightable work, all derivatives of such software and other copyrightable work made by
                                            Licensee and/or Sublicensee(s) are included within Technical Information.



 


		1.16	"Term"
                                            means, unless earlier terminated in accordance with Section 10 below, the period of time
                                            from the Effective Date until the date of the last to expire of the Patent Rights, unless
                                            the proprietary, non-patented Technical Information related to the use or practice of the
                                            Invention is still being used by Licensee, in which case until the date of termination of
                                            such use as established by the notice provided to UIRF pursuant to Section 2.1.3 below.



 


 


 


 




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		1.17	"Territory"
                                            means the geographic area identified as the entire world.



 


		1.18	"Trailing
                                            Consideration" means any deferred or contingent consideration payable to Licensee
                                            or holders of the securities or ownership units of Licensee including, without limitation,
                                            any post-closing milestone payment, escrow or holdback of consideration.



 


		1.19	"Valid
                                            Claim" means any claim (a) of any issued, unexpired patent that has not been revoked
                                            or held unenforceable or invalid by a decision of a court or governmental agency of competent
                                            jurisdiction from which no appeal can be taken, or with respect to which an appeal is not
                                            taken within the time allowed for appeal, and that has not been disclaimed or admitted to
                                            be invalid or unenforceable through reissue, disclaimer or otherwise, or (b) of any pending
                                            patent application that has not been finally rejected or expired without the possibility
                                            of appeal or refiling or that has not been abandoned.



 


		2.	Grant
                                            of Rights



 


2.1
License.
Subject to the terms of this Agreement and Licensee's compliance therewith, UIRF grants Licensee: (a) an exclusive, non-transferable
license, limited to the Territory and the Field, with the right to sublicense through multiple tiers, under the Patent Rights to make,
have made, use, sell, offer for sale and import Licensed Product(s) and/or Licensed Process(es)s; and (b) a non-exclusive, non
transferable license, limited to the Territory and the Field with the right to sublicense through multiple tiers, to use the Technical
Information to develop, manufacture and sell Licensed Product(s) and/or Licensed Process(es)s. This Agreement confers no title, interest,
license or rights, including by implication, estoppel, or otherwise in or to tangible or intangible property or under any patent applications
or patents of UIRF other than the licensed Patent Rights regardless of whether any such patents are dominant or subordinate to the licensed
Patent Rights.


 


2.1.1
UIRF has made the Technical Information described
in Exhibit E reasonably available on an "AS IS", "WHERE IS" basis, and will transfer materials, if any, that are
included within the Technical Information on the same basis within ninety (90) days of the Effective Date. UIRF has no other obligation
with respect to the Technical Information. Nothing herein shall be construed as a sale of the Technical Information.


 


2.1.2
Licensee agrees that it
is not authorized and will not practice or have practiced any patents
of UIRF other than the Patent Rights and Technical Information, and only Licensee (and its Sublicensees) will practice and have practiced
the Patent Rights and Technical Information in compliance with the terms of this Agreement. Further and notwithstanding anything to the
contrary, Licensee agrees that UIRF has not granted any right to sell or offer for sale any subject matter other than those specific
Licensed Product(s) and/or Licensed Process(es)s for which Licensee has obtained and maintains its license hereunder. Licensee acknowledges
that it has thoroughly investigated the materials related to the Patent Rights and is satisfied that such information is accurate and
complete. Patent exhaustion shall not apply for any unauthorized sale and Licensee shall provide notice to all entities, including Sublicensee(s)
and customers of such restrictions, including as to the Field, to prevent exhaustion of the Patent Rights and any implied license.





 


		2.1.3	Licensee
                                            shall promptly notify UIRF in writing in the event it and/or Sublicensee(s):



(i)
cease to use the Patent Rights and/or Technical Information; and/or (ii) create any derivative work, improvement,
adaptation, change, modification, or redesign of Patent Rights and/or Technical Information.


 


2.2
Reservation of Rights.
UIRF reserves for itself and for the UI: (a) the right to practice and have practiced the Patent Rights and Technical Information, including
to use, have used, make, have made, transfer and have transferred the Patent Rights and the Technical Information for all nonprofit uses,
including for non-profit research and development and/or educational purposes including clinical trials and to publish thereon, provided,
however, that UIRF shall notify Licensee of UIRF's intent to disclose publicly (such·as in, but not limited to, an educational
setting) any such Patent Rights and/or Technical Information at least 60 (sixty) days in advance, so as to provide Licensee with the
opportunity to review and comment on such intended disclosure and to file one or more additional patent applications covering the intended
disclosure; and (b) all other right, title, and interest not expressly granted in Section 2.1, License.


 


 




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2.3
Government Funding.
Licensee understands that the Patent Rights and Technical Information may have been or may be in the future conceived or first actually
reduced to practice with funding from the U.S. or state government(s). All rights granted hereunder are limited by and subject to the
rights and requirements of the government which may attach as a result of such funding, including as set forth in 35 U.S.C. §§200
et al., 37 C.F.R. §401 et al. (the "Bayh-Dole Act"). Licensee agrees to comply and enable UIRF and the UI to comply with
the provisions of the Bayh-Dole Act, including promptly providing to UIRF and UI information requested to meet its compliance requirements,
and substantially manufacturing Licensed Product(s) and/or Licensed Process(es)s, and products produced through the use of Licensed Product(s)
and/or Licensed Process(es)s, in the United States.


 


2.4
Sublicenses.
Licensee may sublicense some or all of the rights granted in Section 2.1 provided that such sublicenses are consistent with all terms
of this Agreement, name UIRF as a third party beneficiary, and terminate upon termination of this Agreement, unless UIRF in its sole
discretion elects to receive assignment of such sublicense(s) from Licensee or negotiates a direct license to such Sublicensee(s), with
obligations no greater than those to Licensee hereunder. Any Affiliate of Licensee that desires to practice any of the rights licensed
by UIRF hereunder shall enter into a sublicense agreement and is referred to in this Agreement as a Sublicensee(s). Licensee shall have
the same responsibility for the activities of any Sublicensee(s) as if the activities were directly those of Licensee. Sublicenses granted
hereunder shall not be transferable, including by further sublicensing, without the prior written approval of UIRF. Licensee shall include
written notice in each sublicense of all restrictions, including those set forth in this Section. Within fourteen (14) days of full signature,
Licensee shall promptly notify and provide a copy to UIRF of each agreement with a Sublicensee(s) and each amendment thereof.


 


2.5
Funded Future IP. In
the event that future intellectual property, reasonably related to Patent Rights, is developed solely in Licensee's founders' academic
facilities at UI and is fully funded by Licensee ("Funded Future IP"), UIRF agrees to amend Exhibit A of this Agreement to
include the Funded Future IP in the definition of Patent Rights.


 


2.6
Third-Party Future IP. In
the event that future intellectual property, reasonably related to Patent Rights, is developed solely in Licensee's founders' academic
facilities at UI and is not fully funded by Licensee ("Third-Party Future IP"), UIRF agrees to amend Exhibit A of this Agreement
to include the Third-Party Future IP in the definition of Patent Rights subject to the following conditions:


 


		(a)	The
                                            Third-Party Future IP must be disclosed to UIRF within five (5) years of the Effective Date
                                            of this Agreement.



		(b)	Any
                                            third party that provided funding aside from the Licensee must have no rights to the Third-Party
                                            Future IP as a result of the funding



		(c)	All
                                            inventors of the Third-Party Future IP must agree to licensing of Third-Party Future IP to
                                            Licensee.



		(d)	Licensee
                                            pays UIRF a flat upfront fee of thirty thousand dollars ($30,000) due upon signing the
                                            amendment to Exhibit A to include Third-Party Future IP.



 


		3.	Financial
                                            Terms.



 


3.1
Contractual Obligation in Lieu of License Fee.
After the Effective Date, Licensee will pay UIRF
a fee equal to one percent (1%) of either the: (i) Aggregate Consideration (and Trailing Consideration, if any) for a Liquidation Event;
or (ii) Pre-Money Valuation for an Initial Public Offering. Such fee shall be paid after only the first to occur of either a Liquidation
Event or Initial Public Offering. The respective fee, when and if payable, shall be paid within thirty (30) days following the closing
of the Liquidation Event; except with respect to any fee based on Trailing Consideration which shall be payable within thirty (30) days
after the actual receipt of such Trailing Consideration by Licensee or its security or ownership unit holders.


 


 




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(a)
For a Liquidation Event, the fee shall be payable in the form in which the Aggregate Consideration and any Trailing Consideration
are paid to either Licensee or holders of the securities or ownership units of Licensee, whether in cash, equity or other property, and
in the same proportion such form of such consideration is payable to Licensee or holders of the securities or ownership units of Licensee.
Notwithstanding the foregoing, in the event the form of such consideration includes equity or other securities for which there is not
an active public market, in lieu of paying that portion of the fee with such securities, the Licensee will make a cash payment to UIRF
equal to the fair market value of such securities. The valuation of such securities shall be determined in accordance with the definition
of Aggregate Consideration.


 


		(b)	For
                                            an Initial Public Offering, the fee shall be payable in the form of cash.



 


(c)
The valuation of any securities or other property
shall be determined by reference to the operative transaction agreement for a respective Merger, Security Sale or Asset Sale, provided
that, if no such valuation is readily determinable from such operative transaction agreement, then for securities for which there is
an active public market:


 


(i)
if traded on a securities exchange or the NASDAQ
Stock Market, then the value shall be deemed to be the average of the closing prices of the securities on such exchange or market over
the thirty-day period ending three days prior to the closing of such transaction; or


 


(ii)
if actively traded over-the-counter, then the value
shall be deemed to be the average of the closing bid prices over the thirty-day period ending three days prior to the closing of such
transaction.


 


(d)
The method of valuation of securities subject to
investment letters or other similar restrictions on free marketability shall take into account an appropriate discount from the market
value as determined pursuant to clause (i) or (ii) in Section 3.1(c) above so as to reflect the approximate fair market value thereof.
Such discount shall be : (i) determined in good faith by the Board of Directors of Licensee; (ii) approved by UIRF, such approval not
to be unreasonably withheld; or (iii) determined by a third party appraiser acceptable to UIRF and appointed and paid for by Licensee.


 


(e)
For securities for which there is no active public
market, the value shall be the fair market value thereof as: (i) determined in good faith by the Board of Directors of Licensee; (ii)
approved by UIRF, such approval not to be unreasonably withheld; or (iii) determined by a third party appraiser acceptable to UIRF and
appointed and paid for by Licensee.


 





3.2
Sublicensee(s) Payments.
Licensee shall pay directly to UIRF fifteen percent (15%) of all remuneration that is not a royalty, due to Licensee from any Sublicensee(s)
for rights under the Patent Rights and/or Technical Information, including all upfront license fees, milestone payments, maintenance
fees or other sums and the fair market value of any non-cash payments such as equity, release from debt, and goods or services. Royalties
paid by Licensee hereunder based on Net Sales by Sublicensee(s) shall comply with the regular royalty rate on Net Sales as described
in Section 3.3. Licensee agrees not to receive from Sublicensee(s) anything in lieu of cash payments without prior written approval from
UIRF, such approval not to be unreasonably withheld. Licensee shall promptly notify UIRF of Sublicensee(s) remuneration due and remit
the payment within thirty (30) days of the date Sublicensee(s) payment is due.


 


 


3.3
Earned Royalty.
In consideration for the rights granted to Licensee under this Agreement, and regardless of whether such rights are actively exercised
by Licensee, Licensee shall pay directly to UIRF royalties as set forth in Exhibit C of two percent (2%) of annual Net Sales of Licensed
Product(s) and/or Licensed Process(es)s as defined in Section 1.6. Royalties shall be remitted in accordance with Sections 3.6, Payments
and 5.1, Financial Reports.


 


 




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3.6
Payments. All payments shall be paid in U.S. dollars to UIRF at the address designated under Section 5.5, Notices. Any withholding
taxes which Licensee is required by law to withhold on remittance of the royalty payments shall be deducted from the royalty paid and
Licensee shall furnish UIRF with original copies of all official receipts for such taxes. If any royalties are based on Net Sales converted
from foreign currency, payment shall be made by using the exchange rate published in the Wall Street Journal on the last business
day of the reporting period to which the royalty payments relate, and all transfer fees in connection with payment shall be borne by
Licensee. Late payment shall bear interest equivalent to the lesser of (a) the prime rate as published in the Wall Street Journal
on the last day of the period to which the payment relates plus 2%; or (b) the maximum percentage permitted under Iowa usury law.
Acceptance of late payments, other than payments in full of all amounts owing and interest as calculated herein, shall not negate or
waive UIRF's right to seek any other remedy, legal or equitable, to which it may be entitled. Waiver of, delay to, or failure to enforce
any particular payment requirement by UIRF does not extend by implication to any other, past or future, requirements set forth in this
Agreement.


 


		4.	Diligence



 


4.1
Development Plan.
Licensee shall use commercially reasonable efforts to bring Licensed Product(s) and/or Licensed Process(es)s to market in the Field in
the Territory. Licensee has provided UIRF with a development plan which describes how Licensee intends to bring Licensed Product(s} and/or
Licensed Process(es)s to market, attached to this Agreement as Exhibit 8, Development Plan,
incorporated herein by reference.


 


4.2
Development Milestones.
In partial satisfaction of its obligations to bring Licensed Product(s) and/or Licensed Process(es)s to market, Licensee shall achieve
commercial development performance milestones as set forth in Exhibit 8 consisting of:


 


		a.	Alpha
                                            development of assay prototype of cardiac test - January 1, 2019



		b.	Secure
                                            two hundred fifty thousand dollars ($250,000) in dilutive or nondilutive funding or revenue
                                            - January 1, 2019



		c.	Commercial
                                            availability of cardiac test through a CLIA facility - January 1, 2020



		d.	Attain
                                            one hundred thousand dollars ($100,000) in sales of commercial cardiac test - January 1,
                                            2022



 


Licensee
shall promptly notify UIRF upon the achievement of each of the development milestones, identify whether the Licensee or a Sublicensee(s}
is responsible for the achievement of such milestone, and the actual date of such achievement.


 


4.3
Diligence Reports.
Licensee shall provide UIRF with annual reports within thirty (30) days of each anniversary of the Effective Date as set forth in Exhibit
D describing in detail: (a) as of that reporting period, all development and marketing activities for each Licensed Product(s) and/or
Licensed Process(es) and the names and addresses of all Sublicensee(s), including which of the Sublicensee(s) are Affiliates and subcontractors;
(b) all Net Sales made for each Licensed Product(s) and/or Licensed Process(es); and (c) an updated development plan for the next annual
period. UIRF shall have the right to audit Licensee's and Sublicensees' records relating to development of Licensed Product(s} and/or
Licensed Process(es)s to confirm compliance with the terms of this Agreement.


 


4.4
Requirements.
Licensee's failure to: (a) substantially perform in accordance with the most recent
Development Plan provided under Section 4.3(c); (b} meet each development milestone; or (c) comply with the Bayh-Dole Act shall, in each
case, constitute a material breach of this Agreement.


 


		5.	Reports,
                                            Records, and Notices



 


5.1
Financial Reports.
Commencing after the first Net Sale has been made, Licensee shall submit to UIRF annual reports, due within thirty (30) days following
each anniversary of the Effective Date, setting forth a full accounting showing all amounts due to UIRF, the calculation of such amounts
on a Licensed Product(s) and/or Licensed Process(es)-by-Licensed Product(s) and/or Licensed Process(es) basis (stating the commercial
name of each Licensed Product(s) and/or Licensed Process(es}), including an accounting of total Net Sales with a reporting of any applicable
foreign exchange rates, deductions, allowances,
and charges, and any payments from Sublicensee(s). If no sales have occurred and no other payments are due, Licensee shall submit a report
so stating. Concurrent with the making of the report, Licensee shall remit the full payment due. To assist UIRF in projecting future
income, Licensee shall provide UIRF annually by January 31 of each year with a three (3) year projection of Net Sales and other amounts
Licensee anticipates becoming due and payable to UIRF hereunder during each of the three projected years. The foregoing three-year projections
shall not be binding on Licensee, and a failure to achieve projected Net Sales and amounts shall not constitute a breach of this Agreement.


 


 


 




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5.2
Records.
Licensee shall keep and maintain, and shall require all Sublicensees to keep and maintain, complete, accurate, and continuous records
regarding (a) any payments due hereunder; and


(b)
the development of Licensed Product(s) and/or Licensed Process(es)s as required herein for a period of five (5) years following the end
of the calendar year to which they pertain.


 


		5.3	Audit.



 


		a.	UIRF
                                            or its representative may, upon reasonable notice during normal business hours, and no
                                            more than once per year, audit and copy the records kept by Licensee and Sublicensee(s) related
                                            to Net Sales of Licensed Product(s) and Licensed Process(es) and Licensee's royalty payment
                                            obligations. UIRF shall not have the right to audit or review Licensee's payroll or compensation
                                            records. Licensee and Sublicensee(s) shall take all reasonable steps necessary so that UIRF
                                            may, within thirty (30) days of its written request, review and copy all records at a single
                                            U.S. location. Any amount found to have been owed but not paid prior to notice to Licensee
                                            of the audit shall be paid promptly to UIRF with interest as provided under Section 3.6,
                                            Payments. UIRF shall be responsible for the costs and expenses of any such audit,
                                            provided that if the audit shows that royalties were underpaid prior to notice to Licensee
                                            of the audit by 10% or more in any reporting period, Licensee shall reimburse UIRF for the
                                            costs and expense of the audit.



 


		b.	Licensee
                                            shall keep accurate records in sufficient detail to enable UIRF to determine which of
                                            the Licensee's products are subject to royalties. During the term of this Agreement and for
                                            a period of five (5) years thereafter, Licensee shall permit UIRF or its representative to
                                            inspect, audit and copy its technical records regarding the Licensee's products, upon reasonable
                                            notice, and during normal business hours, no more than once per calendar year. Such examination
                                            shall be made at UIRF's expense, except that if such examination discloses a product or products
                                            for which royalties were to have been paid by Licensee to UIRF, and for which no royalties
                                            have been so paid, then Licensee shall reimburse UIRF for the cost and expense of such examination
                                            or audit (regardless of the 10% discrepancy described in Section 5.3(a)), and shall pay UIRF
                                            the royalties in arrears and interest on the additional payment of royalties at the rate
                                            identified in Section 3.6.



 


5.4
Status.
On each anniversary of the Effective Date, Licensee shall report to UIRF in writing whether
or not Licensee and its Sublicensee(s): (a) is based on its size status eligible for reduced patent fees based on the eligibility requirement
in 13 C.F.R. §121.802; and (b) is a "small business firm" under the Bayh-Dole Act regulations, 37 C.F.R. §§401.2(g)
and 401.14(a)(5).'


 


5.5
Notices.
All required communications under this Agreement shall be in writing, sent to the party at its physical address, e-mail address, or facsimile
number below, or as otherwise designated by the party in accordance with this provision, and duly given or made: (a) on the date delivered
in person; (b) on the date transmitted by facsimile, e-mail, or other electronic means of transmission if confirmation is received; (c)
three (3) days after deposit in the mail if sent by certified U.S, mail postage prepaid, return receipt requested; and (d) one (1) day
after deposit with a nationally recognized overnight carrier service with charges prepaid.


 





	 	lf
to UIRF:	University
of Iowa Research Foundation


112
N. Capitol Street, 6 Gilmore Hall


Iowa City, Iowa 52242


Telephone:(319)
335-4546


Fax:  (319)
335-4486


E-mail:  uirf@uiowa.edu


	 	 	 



 







 


 


 




    	8 



    	 



    







 









	 	lf to  Licensee:	Cardio Diagnostics, LLC


2500
Crosspark Road, Suite W245

Coralville, IA 52240





	 	 	 




 


		6.	Confidentiality



 


6.1
Treatment of Confidential Information.
Unless expressly provided herein, neither party shall during the Term and for five (5) years thereafter, disclose, use or otherwise make
available the other's Confidential Information. Each party agrees to treat all Confidential Information of the other party with the same
degree of care it employs to protect its own confidential information, but in no case less than reasonable care.


 


		6.2	Right
                                            to Disclose.



 


(a)
To the extent it is reasonably necessary to fulfill
its obligations or exercise its rights under this Agreement, Licensee may disclose Confidential Information of UIRF to its Affiliates,
and to its Sublicensees (other than Affiliates), consultants, and subcontractors who agree in writing: (i) to maintain Confidential Information
for at least as long as and to the same extent as Licensee is required; and (ii) it is permitted to use the Confidential Information
only to the extent Licensee is entitled to use the Confidential Information. Licensee agrees not to directly or indirectly disclose,
use, or transfer any Confidential Information to UIRF's detriment or to the detriment of any rights, including Patent Rights, held by
UIRF or UI.


 


(b)
If law, regulation, subpoena or court order, requires
disclosure of any Confidential Information, the party compelled to disclose shall: (i) promptly notify the other party so the other party
may seek injunctive relief, a protective order or other available remedy; and (ii) only provide that portion of the Confidential Information
that is or becomes legally required.


 


 


6.3
Injunctive Relief.
Given the nature of the Confidential Information and the competitive damage that may result to a party upon unauthorized disclosure,
use or transfer of its Confidential Information to any third party, the parties hereto agree that monetary damages may not be a sufficient
remedy for any breach or threatened breach of this Section 6. In addition to all other remedies, a party shall be entitled to seek specific
performance and injunctive and other equitable relief as a remedy for any breach or threatened breach of this Section 6 in any court
of competent jurisdiction.


 


		7.	Intellectual
                                            Property Management



 


 


7.1
Responsibility.
Upon execution of this Agreement, Licensee shall take responsibility for the filing, prosecution, maintenance, and defense of the Patent
Rights and Technical Information in the name of and on behalf of UIRF. Licensee shall select qualified patent counsel reasonably acceptable
to UIRF. UIRF confirms that the Fish & Richardson law firm is reasonably acceptable to UIRF. Licensee shall:


(a) 
keep UIRF informed of all developments with respect
to the Patent Rights; and (b) provide UIRF with thirty (30) days' advance notice prior to the abandonment of any patent filing, including
abandonment of future application filings such as a decision not to file continuing applications in the event of patent allowance. In
the event Licensee elects to abandon a patent application filing, UIRF shall thereafter control the
patent prosecution and patent maintenance of such abandoned patent or abandoned patent application. Payment of all costs and expenses
associated with the Patent Rights, including attorneys' fees and experts' fees, relating to the filing, prosecution, maintenance and
defense of the Patent Rights shall be the sole responsibility of Licensee, and Licensee shall arrange to be directly invoiced by patent
counsel and shall be solely liable for the payment of such invoices. Licensee shall ensure that patent counsel sends a courtesy copy
of such invoices to UIRF's accounting department. Licensee shall reimburse UIRF within thirty
(30) days of invoice for any documented costs and expenses incurred by UIRF associated with the Patent Rights that exceed a cumulative
total of fifteen thousand dollars ($15,000), whether arising before or during the Term and inclusive of costs of transferring prosecution
of Patent Rights to selected patent counsel.


 


 





    	9 



    	 



    





 


7.2
Patent Term Extension.
The parties shall cooperate in selecting a patent within the Patent Rights to seek a term extension for or supplementary protection certificate
under in accordance with the applicable laws in each country in the Territory. Each party agrees to sign any documents and to take any
additional actions as the other party may reasonably request in connection therewith.


 


7.3
Marking.
All Licensed Product(s) and/or Licensed Process(es)s shall be marked in such a manner as to conform with the patent laws and practice
in each country of use, shipment, sale and import, and with the reservation of rights notices set forth in Sections 2.2 and 2.3 above.
Upon request from UIRF, Licensee shall provide evidence of such proper marking.


 


7.4
Infringement.
UIRF and Licensee agree to promptly inform the other party in writing of any suspected infringement of the Patent Rights or Technical
Information along with any available evidence of such infringement lawfully in the possession of Licensee or its Sublicensee(s).


 


(a)
An exclusive Licensee has the first right to enforce
the Patent Rights in its name in the Field and Territory against infringers or otherwise act to eliminate infringement at its sole cost
and expense, provided that the license is exclusive at the commencement of the action and remains exclusive throughout the action, and
provided Licensee keeps UIRF fully informed with the right and opportunity to advise and comment. Prior to commencing any such action
an exclusive Licensee will give careful consideration to the views of UIRF and to the potential effects on the public interest in making
a decision whether or not to sue and, in the case of the Sublicensee(s) not a party to such action, Licensee agrees to report UIRF's
views to the Sublicensee(s). UIRF will reasonably cooperate, at Licensee's expense, in any such actions. Licensee shall act in good faith
to preserve UIRF's right, title and interest in and to the Patent Rights. Licensee shall pay to UIRF twenty-five percent (25%) of any
recovery in such suit or settlement, net of all reasonable and documented out-of-pocket costs and expenses associated with such suit
or settlement.





 


(b)
Licensee is not permitted to settle or agree to
a consent judgement in any action that would impose any material obligation on or make any admission of fault on behalf of UIRF, including
compromising the Patent Rights, without UIRF's express written consent, which it may withhold. Nothing herein shall prevent UIRF from
seeking to require that Licensee grant such third party infringer a sublicense permitting such infringer of the Patent Rights to practice
under the Patent Rights if such practice is allowed under a settlement arrangement entered into by UIRF in good faith with a third party
infringer. Notwithstanding the foregoing, Licensee shall have the right to review and approve a settlement arrangement prior to UIRF's
final acceptance of its terms. Such approval shall not be unreasonably withheld by Licensee. Licensee's approval of a settlement arrangement
shall be assumed if written notice of Licensee's rejection of a settlement arrangement is not received by UIRF from Licensee within five
(5) business days of receipt of notice from UIRF to Licensee of its terms. UIRF shall enter into any such settlement arrangement in good
faith.


 


7.5
Challenge by Licensee.
In the event Licensee or any Sublicensee(s) intends to challenge the validity or enforceability of any of the Patent Rights in any manner
including, but not limited to, instituting opposition, interference, inter partes review, or re-examination proceeding, Licensee
shall (a) give UIRF ninety (90) days' prior written notice; and (b) continue to make all payments due under this Agreement directly to
UIRF and have no right to pay into escrow or other account any such amounts. In the event that at least one claim of any of the Patent
Rights subject to a challenge survives the challenge by not being found invalid or unenforceable, regardless of whether the claim is
amended as part of the challenge, all royalty rates, minimum royalties and other payment rates set forth herein shall be trebled on the
date of such finding for the remaining term of this Agreement and Licensee shall pay all costs and expenses incurred by UIRF (including
actual attorneys' fees) in connection with defending the challenge. For purposes of clarity, no payment made to UIRF is refundable or
may be offset, including any amounts paid under
this Agreement prior to or during the period of the challenge, even if the challenge is successful or it is otherwise determined that
the Patent Rights do not include Valid Claims.


 


 





    	10 



    	 



    





 


		8.	Representations,
                                            Warranties and Disclaimers



 


		8.1	Representations
                                            and Warranties.



 


		(a)	Licensee
                                            warrants and represents that:



 


(i)
it is and shall be at all times during the Term a valid
legal entity existing under the law of its state of formation with the power to own all of its properties
and assets and to carry on its business as it is currently being conducted;


 


(ii)
the signature and delivery of this Agreement has been
duly authorized and no further approval, corporate or otherwise, is required in order to sign this binding agreement;


 


(iii)
it shall comply with any applicable international, national,
or local laws and regulations in its performance under this Agreement;


 


(iv)
it shall use commercially reasonable efforts to diligently
pursue the development, manufacture, and sale of Licensed Product(s) and/or Licensed Process(es)s in the Field throughout the Term; and


 


(v)
it now maintains and will continue to maintain throughout
the Term and beyond insurance coverage as set forth in Section 9.3.


 


		(b)	UIRF
                                            represents that:



 


(i)
It shall be at all times during the Term a valid legal
entity existing under the law of its state of formation;


 


(ii)
the signature and delivery of this Agreement has been
duly authorized and no further approval, corporate or otherwise, is required in order to sign this binding agreement;


 


(iii)
to the best of its knowledge there are no third party
intellectual property that would be infringed by the manufacture, use, sale, offer for sale and/or importation of the Licensed Product(s)
and/ or Licensed Process(es).


 


		8.2	Disclaimers.



 


		(a)	UIRF
                                            MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE
                                            NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. UIRF EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS
                                            AND WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;
                                            COURSE OF DEALING, USAGE OR TRADE PRACTICE; WITH RESPECT TO THE SCOPE, VALIDITY OR ENFORCEABILITY
                                            OF THE TECHNICAL INFORMATION AND PATENT RIGHTS, AND WITH RESPECT TO THE LICENSED PRODUCT(S)
                                            AND/OR LICENSED PROCESS(ES)(S) OR LICENSED PROCESS(ES)
                                            CONTEMPLATED BY THIS AGREEEMENT; THAT ANY PATENT WILL ISSUE AND REMAIN; AND THE NONINFRINGEMENT
                                            OF THE MANUFACTURE, USE, SALE, OFFER FOR SALE OR IMPORTATION OF THE LICENSED PRODUCT(S) AND/OR
                                            LICENSED PROCESS(ES)S, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. IN NO EVENT SHALL
                                            UIRF BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL,
                                            EXEMPLARY, OR PUNITIVE DAMAGES. NOTHING SHALL LIMIT UIRF'S REMEDIES OR ABILITY TO RECOVER
                                            DAMAGES, INCLUDING INCREASED DAMAGES FOR WILLFUL INFRINGEMENT, IN THE EVENT UIRF ASSERTS
                                            ITS INTELLECTUAL PROPERTY RIGHTS.



 


 


 


 




    	11 



    	 



    


		(b)	UIRF
                                            assumes no responsibility whatsoever with respect to design, development, manufacture, use,
                                            sale or other disposition by Licensee or Licensee's Affiliates of the Licensed Product(s)
                                            and/or Licensed Process(es)(s) or Licensed Process(es). The entire risk as to the design,
                                            development, manufacture, offering for sale, sale, or other disposition and performance of
                                            Licensed Product(s) and/or Licensed Process(es)(s) or Licensed Process(es) are assumed in
                                            their entirety by the Licensee.



 


8.3
Prohibition Against Inconsistent Representations.
Neither party will make any statements, representations
or warranties, or accept any liabilities or responsibilities whatsoever which are inconsistent with the terms of this Agreement.


 


		9.	Indemnification
                                            and Insurance



 


		9.1	Indemnification.



 


Licensee
shall indemnify, defend and hold harmless UIRF, UI, the State of Iowa Board of Regents and their respective affiliates, officers, directors,
employees, students, representatives, independent contractors, agents and consultants ("UIRF lndemnitees") from and against
any and all demands, judgments, suits, actions, proceedings, claims, losses, damages, and/or liability of whatsoever kind or nature,
as well as all costs and expenses, including, reasonable attorneys' fees, arbitration and court costs which arise or may arise at any
time out of or in connection with Licensee's or Sublicensees': (a) practice of any right granted herein; (b) breach of any term of this
Agreement; (c) the manufacture, sale, offer for sale, importation or use of Licensed Product(s) and/or Licensed Process(es)(s) or Licensed
Process(es); and/or (d) the death of or injury to person(s) or any damage to property caused by the Licensed Product(s) and/or Licensed
Process(es)(s) or Licensed Process(es) as predicated upon any theory of product liability (including, but not limited to, actions in
the form of tort, warranty, or strict liability) or tort liability.


 


9.2
Procedure.
UIRF shall notify Licensee of any claim or suit giving rise to Licensee's obligations under this Section 9 and permit Licensee to assume
sole direction and control of the defense of the claim with counsel acceptable to UIRF, including the right to reasonably settle such
action in its sole discretion, provided that such settlement does not impose any material obligation on or make any admission of fault
by UIRF lndemnitees (including compromising the Patent Rights). Provided UIRF is reimbursed by Licensee within thirty (30) days' receipt
of each invoice, UIRF lndemnitees will reasonably cooperate as requested, at the expense of Licensee, in the defense of the action. UIRF
lndemnitees may participate in the defense or prosecution of any claim with counsel of its choice at its own expense.


 


		9.3	Insurance.



 


		(a)	Beginning
                                            at the time any Licensed Product(s) and/or Licensed Process(es)(s) or Licensed Process(es)
                                            are being commercially distributed, offered or sold (other than for the purpose of obtaining
                                            approvals from a Regulatory Authority) by Licensee or an Affiliate of Licensee, Licensee
                                            shall, at its sole cost and expense procure and maintain Commercial General Liability insurance
                                            in amounts not less than $1,000,000 per occurrence and $1,000,000 annual aggregate and naming
                                            the lndemnitees as additional insureds. During clinical trials of any such Licensed Product(s)
                                            and/or Licensed Process(es)(s) or Licensed Process(es) Licensee shall, at its sole cost and
                                            expense, procure and maintain Commercial General Liability insurance in such equal or lesser
                                            amounts as UIRF shall require, naming the lndemnitees as additional insureds. Such Commercial
                                            General Liability insurance shall provide coverage for bodily injury and property damage,
                                            including completed operations, personal injury, coverage for contractual employees, blanket
                                            contractual and products. If Licensee elects to self-insure all or part of the limits described
                                            above (including deductibles or retentions which are in excess of $250,000 annual aggregate)
                                            such self-insurance program proposed must first be submitted to UIRF for UIRF's consideration.
                                            The minimum amounts of insurance coverage required shall not be construed to create a limit
                                            of Licensee's liability with respect to its indemnification obligation under this Agreement.
                                            Any and all insurance policies required herein shall contain a severability of interests'
                                            provision.



 


 




    	12 



    	 



    


		(b)	Licensee
                                            shall provide UIRF with a certificate of liability insurance concurrently with signing this
                                            Agreement. Licensee shall provide UIRF with written notice at least thirty (30) days prior
                                            to cancelling, not renewing or materially changing such insurance. If Licensee does not obtain
                                            replacement insurance providing comparable coverage within such thirty (30) day period,
                                            UIRF shall have the right to terminate this Agreement effective at the end of such thirty
                                            (30) day period without notice or any additional waiting periods.



 


		(c)	Licensee
                                            shall maintain such Commercial General Liability insurance beyond the expiration or termination
                                            of this Agreement during (i) the period that any Licensed Product(s) and/or Licensed Process(es)(s)
                                            or Licensed Process(es), relating to, or developed pursuant to, this Agreement is being commercially
                                            distributed, offered or sold by Licensee or by a Sublicensee(s) or an Affiliate(s) of Licensee
                                            and (ii) for a reasonable period after the period referred to in (c)(i) above which
                                            in no event shall be less than fifteen (15) years.



 


		10.	Expiration
                                            and Termination



 


10.1
Expiration.
This Agreement shall expire at the end of the Term unless earlier terminated in accordance with the provisions set forth in this Agreement.


 


		10.2	Termination
                                            by Either Party.



 


(a)
Either party may terminate this Agreement if the other
party commits a material breach of this Agreement and fails to fully remedy such breach within thirty (30) days after receiving written
notice thereof.


 


(b)
This Agreement shall immediately terminate if either
party (the "affected party") enters liquidation, has a receiver or administrator appointed over any assets related to
this Agreement, or ceases to carry on business, or files for bankruptcy .or if an involuntary bankruptcy petition is filed against the
affected party, or any similar event occurs, even if under the law of any foreign jurisdiction. The affected party or its
authorized representative shall promptly notify the other party of any such occurrence. Except as expressly described in Section 11.4
herein, this Agreement cannot be assumed, or assigned by Licensee, any trustee acting on behalf of the assets of Licensee, or otherwise.
The parties acknowledge and agree that this is a license of rights to intellectual property," as defined in the United States Bankruptcy
Code, and in the event of UIRF's bankruptcy, Licensee may elect to retain its rights in accordance with the provisions of 11 U.S.C.
Section 365(n),


 


		10.3	Termination
                                            by Licensee. Licensee may terminate this Agreement without cause upon ninety (90) days'
                                            prior written notice to UIRF. Within forty-five (45) days of termination, a final
                                            report that includes data and copies of filings made to a Regulatory Authority that are related
                                            to the Invention shall be submitted to UIRF.









		10.4	Termination
                                            by UIRF.



 


		(a)	UIRF
                                            may terminate this Agreement if the Licensee fails to make payments due hereunder unless
                                            Licensee fully remedies such breach plus all interest due as stipulated in Section 3.6 hereof
                                            within forty-five (45) days after receiving written notice thereof. If payments are
                                            not so made, UIRF may terminate this Agreement immediately by written notice.



 


		(b)	In
                                            the event that Licensee is in breach of any obligations under this Agreement (other
                                            than as provided in 10.2(a) above which shall take precedence over any other breach),
                                            and if the breach has not been cured within ninety (90) days after the date UIRF provides
                                            written notice of such breach, UIRF may terminate this Agreement immediately by written notice.



 


10.5
Cooperation Upon Liquidation.
Notwithstanding any provision
of this Agreement to the contrary: (a) in the event
Licensee liquidates, winds up, or ceases to function as a business as evidenced by failure to hold board meetings, file tax returns,
or the like, then Licensee and UIRF shall work together in good faith to attempt to dispose of Licensee's research data with the transfer
of the Patent Rights as a package in order to maximize the funds received, and funds so received shall be used to pay the liabilities
of Licensee (including amounts payable to UIRF) prior to any payment to the shareholders of Licensee; and (b) 
in the event UIRF liquidates, winds up, or ceases to function as a business, then Licensee and UIRF shall work together in good
faith to ensure that Licensee's license rights under this Agreement continue in effect in accordance with the tmers of this Agreement.


 


 


 




    	13 



    	 



    





 


10.6
Surviving Rights and Obligations.
The termination or expiration of this Agreement does not relieve either party of its rights and obligations that have previously accrued.
Rights and obligations that by their nature prescribe continuing rights and obligations shall survive the termination and expiration
of this Agreement, including but not limited to payment by Licensee of fees based on Aggregate Consideration and any Trailing Consideration
as specified in Section 3.1 above. Upon the earlier of termination or expiration of this Agreement, all rights granted immediately revert
to UIRF, Licensee agrees not to practice or have practiced any unexpired Valid Claims of the Patent Rights or the Technical Information,
and all Confidential Information of the other party shall be returned or destruction certified, at the disclosing party's election. Licensee
and its Sublicensee(s) shall provide a final accounting for and pay, within thirty (30) days of termination or expiration, all amounts
that have accrued in accordance with Section 3 hereof up to the date of such expiration or termination. The final accounting shall resemble
the type of financial report anticipated by, and contain all applicable information as described in, Section 5.1 above. As of the date
of expiration or termination of this Agreement, Licensee shall also provide to UIRF a certificate of Licensed Product(s) and/or Licensed
Process(es) inventory on hand at Licensee's facilities. Licensee shall have the right during a period of six (6) months following the
effective date of such expiration or termination to sell or otherwise dispose of the Licensed Product(s)
and/or Licensed Process(es) inventory existing at the time of such termination, and shall make a final report and payment of all
royalties related thereto within sixty (60) days following the end of such period or the date of the final disposition of such inventory,
whichever first occurs.





 


		11.	Miscellaneous
                                            Provisions



 


11.1
Governing Law and Venue.
This Agreement shall be governed by the laws of the state of Iowa, without regard to any choice-of-law provisions that would require
the application of the laws of another jurisdiction, and any and all disputes arising hereunder shall be resolved in the courts of the
State of Iowa. Any litigation or arbitration rising out of or relating to this Agreement that is not barred by sovereign immunity shall
be conducted by a court or tribunal of competent jurisdiction in the state of Iowa. Licensee agrees to avail itself of such courts. Nothing
herein shall be construed as a waiver of sovereign immunity.


 


11.2
Severability.
The provisions of this Agreement are severable, and if any provision of this Agreement is determined to be invalid or unenforceable under
any controlling body of law, such invalidity or non-enforceability shall not in any way affect the validity or enforceability of the
remaining provisions or enforceability of those terms in any jurisdiction where they are valid and enforceable. The parties desire the
terms herein to be valid and enforced to the maximum extent not prohibited by law, regulation or court order in a given jurisdiction
and as such, any invalid or unenforceable terms will be reformed by the parties to effectuate the intent of the parties as evidenced
on the Effective Date.


 


11.3
Export Controls.
Licensee understands and acknowledges that the transfer of certain items and technical data is subject to United States laws, regulations
and sanctions controlling the export of such items and technical data, including the Export Administration Regulations of the US Department
of Commerce, the International Traffic in Arms Regulations of the US Department of State, and/or regulations of the US Treasury's Office
of Foreign Assets Control. Licensee understands and acknowledges that these laws, regulations and sanctions may prohibit or require a
license for the export or deemed export of certain items or technical data to certain countries and/or foreign nationals. As between
Licensee and UIRF, Licensee hereby agrees to be solely responsible for any violation by Licensee or its Affiliates or Sublicensees of
applicable laws, regulations and sanctions, and Licensee agrees that it will defend and hold the UIRF lndemnitees (as defined in Section
9.1 above) harmless in the event of any legal action of any nature occasioned by such violation. For the avoidance of doubt, UIRF does
not represent that an export license is required nor that, if such a license is required, it will be issued.


 


 




    	14 



    	 



    


11.4
Assignment.
Notwithstanding the sublicensing rights stated in Section 2 above, the rights and licenses granted by UIRF under this Agreement are specific
and may not be assigned or otherwise transferred to any party without prior written consent of UIRF. However, Licensee is permitted to
assign, delegate or otherwise transfer this Agreement to (and only to) the assignee or transferee of its entire business or of that part
of its business to which this Agreement relates without requiring the written consent of UIRF. UIRF may assign or transfer this Agreement,
the Patent Rights, Technical Information, its obligations and/or benefits hereunder without the consent of Licensee. This Agreement shall
be binding on and inure to the sole benefit of the parties and their permitted successors and assigns. Any assignment, delegation or
transfer in contravention herewith shall be null and void.


 


		11.5	Use
                                            of Names.



 


a.
Licensee shall not use the names, trademarks, or any
adaptation of any names or trademarks of UIRF, UI, or any of their respective employees without prior written consent in each separate
case, except that the parties may state that Licensee has an exclusive license from UIRF under the Patent Rights and Technical Information.


 


b.
By entering into this Agreement, UIRF does not directly
or indirectly endorse any product or service provided, or to be provided, by Licensee whether directly or indirectly related to this
Agreement.


 


c.
A party may issue a press release or other form of public
announcement regarding the existence of this Agreement only after the other party has given its written approval, provided that such
approval will not be unreasonably withheld. In all other instances Licensee's use of the name "The University of Iowa" or the
name of any UI college, department, or inventor in advertising, publicity or other promotional activities is expressly prohibited.


 


 


11.6
Independent Contractors.
Nothing contained in this Agreement shall place the parties in a partnership, joint venture or agency relationship and neither party
shall have the right or authority to obligate or bind the other party in any manner other than explicitly described herein.


 


11.7
Registration of Licenses.
Licensee agrees to register and give required notice concerning this Agreement, at its expense, in each country where an obligation under
law exists to so register or give notice, and otherwise ensure that the local/national laws affecting this Agreement are fully satisfied.


 


11.8
Force Majeure.
No party hereto shall be liable for any failure or delay in performance under this Agreement to the extent said failures or delays are
proximately caused by, without limitation, natural disasters, wars, insurrections, riots, and/or any other force majeure beyond
the reasonable control of, and without the fault or negligence of, the party whose performance is affected. Except that, as a condition
to the claim of non-liability, the party experiencing the difficulty shall give the other party prompt written notice, with full details
following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for
a period of time equal to the time lost due to any delay so caused.


 


11.9
Entire Agreement.
This Agreement, including its Exhibits, constitutes the entire agreement between the parties with
respect to the subject matter and supersedes all prior communications, agreements or understandings, written or oral. Any amendment
to this Agreement must be in writing and signed by both parties. The delay or failure to assert a right or to insist upon compliance
with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform
any such term or condition. A valid waiver must be executed in writing and signed by the party granting the waiver. Each party acknowledges
that it was provided an opportunity to seek advice of counsel and as such this Agreement shall not be strictly construed for or against
the drafter.





 


11.10. This
Agreement may be signed in any number of counterparts, each of which will be deemed an original, and all of which taken together
shall constitute one and the same agreement. Each party acknowledges that an original signature or a copy thereof transmitted by
facsimile, e-mail or other electronic means of transmission will constitute an original signature for purposes of this Agreement,
and will have be
in writing and signed by both parties. The delay or failure to assert a right or to insist upon compliance with any term or condition
of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition.
A valid waiver must be executed in writing
and signed by the party granting the waiver.
Each party acknowledges that it was
provided an opportunity
to seek advice of counsel and as such this Agreement shall not be strictly construed for or against the drafter.


 


 




    	15 



    	 



    





 


 


11.10.
This Agreement may be signed
in any number of counterparts,
each of which will be deemed an original,
and all of which taken together shall
constitute one and the same agreement.
Each party acknowledges that an original
signature or a copy thereof transmitted by facsimile,
e-mail
or other electronic means of transmission will constitute an original signature for purposes of this Agreement,
and will have the same force and legal
effect as if the original had been received.
Each individual signing this Agreement
on behalf of a legal entity does hereby represent and warrant to each other person so signing that he or she has been duly authorized
to sign this Agreement on behalf of such entity.


 


 Accepted
and Agreed:


 


	University of Iowa Research Foundation	 	 	Cardio Diagnostics, L.L.C.
	 	 	 	 
	Signature: /s/ Richard Hichwa	 	 	Signature: /s/ Michael R. Levin
	Name: Richard D. Hichwa, Ph.D.	 	 	Name: Michael R. Levin
	Title: Senior Associate VP of Research	 	 	Title: CFO
	Date: 5-3-2017	 	 	Date: May 2, 2017







 


 


 


 


 







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EXHIBIT
A


 





	Invention:	Methylation and GxMethylation Effects in Predicting Cardiovascular Disease, known as UIRF Technology# 2016-116;

                         

                         Methylation
and GxMethylation Effects in Predicting Stroke, Congestive Heart Failure and Diabetes, known as UIRF Technology# 2017-050

	 	 
	Patent Rights:	US Provisional Application No. 62/347,479 "Compositions and Methods
for Detecting Predisposition to Coronary Heart Disease";
US Provisional Application No. 62/455,416 "Compositions and Methods
for Detecting Predisposition to Coronary Heart Disease";
US Provisional Application No. 62/455,468 "Compositions and Methods
for Detecting Predisposition to Coronary Heart Disease"





 


Field
of Use: Exclusive right to make, have made, use, import, offer for sale, and sell Licensed Product(s) and/or Licensed Process(es)(s)


 


Territory:
Worldwide


 


 




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EXHIBIT
B


 


 


Development
Plan for Cardio Diagnostics LLC


Development
and commercialization of a test for predicting coronary heart disease will be achieved through a threefold approach that will be pursued
simultaneously. As a point of interest, each plan is already underway.


 


Cardio
Diagnostics, LLC is a subsidiary of Behavioral Diagnostic, LLC (BD), which currently has a 75% ownership interest in Cardio Diagnostics.
BD is commercializing a genetic-epigenetic diagnostic test for substance use, which is based on a similar technological platform.


 


Pathway
1: SBIR Development:


The
default development plan for the development of the Cardio test will consist of attaining Phase I and then Phase II Funding. The first
implementation of that plan, a SBIR Phase I-application entitled "An Integrated Genetic - Epigenetic Tool for Detecting
Coronary Heart Disease" has already been submitted. A revision of that application will be submitted for the September 5 deadline.
We believe that the critiques are fully addressable and we will note that by the time the revised application has been submitted, we
will have already collected a large number of the controls. After the successful execution of the Phase I application, we will submit
a Phase II application that will build upon the feasibility demonstrated in the initial application, and test an alpha version of the
diagnostic test.


 


A
strength of this pathway approach is the proven success of the BD associated team to win SBIR grants. BD has been awarded two Phase I
and three Phase II grants in the past three years (top in the State). What is more, we have been solicited by NIH to submit a supplement
to one of our current application. Furthermore, we already have the many of the resources needed for feasibility "in hand".
Therefore, we are optimistic about the success of this pathway.


The
alpha version of the test, like all subsequent versions, will likely be a sequencing-based test. Our research has demonstrated that using
our approach, even greater sensitivity and specificity can be attained by increasing the number of markers that are employed in a nested
set of ensembles. The exact format of this sequencing-based approach will take is not yet set, but it is extremely likely that both methylation
and genetic quantitation will utilize padlock like probes in combination to interrogate a discrete set of 15 to 30 loci


 


Time
Line:


Phase
I


		o	Initial
                                            Funding is anticipated in January 2018 or July 2018



		o	Phase
                                            II application submitted September 2018.



 


Pathway
2. Academic Development:


A
shared characteristic of Cardio Diagnostics with Behavioral Diagnostics is its intercalation into an academic consortium. This is to
the advantage of both parties since 1) the academic consortium is extremely interested in utilizing this groundbreaking technology to
better understand the role of psychosocial factors in promulgating the biological processes, especially heart disease, that differentially
affect African-Americans and 2) Cardio Diagnostics would benefit from the grant revenue and access to resources. Both would profit through
the unique publicity. We will note that Conflict of Interest plans are already in place for these activities. Ownership of data will
be governed by NIH R0l guidelines.


The
academic consortium is bringing two cohorts online in the next six months will be informative for Cardio outcomes. The first is the
Iowa Adoption Studies (IAS). The IAS was founded in the 1970s by Dr. Remi Cadoret and is one of the premier adoption studies in the
world. Uniquely, the adoptions in the IAS were closed adoptions. As result, the IAS has complete separation of nature and nurture
for key portions of
adolescent development. Most relevantly to Cardio Diagnostics, we have five waves of data on these subjects including one wave of data
that includes a blood draw and full medical history conducted between 2003 and 2007. We are now collecting the death certificates which
will include cause of death for these high-risk subjects whose average age is now nearly 60 years. These DNA and anonymized data will
be available to Cardio Diagnostics, on a cooperative basis, for use in developing the test.


 


 


 




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The
second cohort is the caretakers from the Family and Community Health Studies (FACHS). The FACHS is a study of the health behaviors of
African-American adults and their offspring. Over the past 30 years, the FACHS academic consortium has conducted five waves of analyses
of the subjects. During the last wave of studies, we (Dr. Philibert is the biologist attached to the study) collected blood and medical
histories on these subjects. Recently, our consortium has obtained funding to conduct two waves of genome wide methylation analyses on
these subjects. In collaboration with members of his consortium, which include academic investigators from the University of Connecticut,
the University of Georgia and Iowa State University, Cardio Diagnostics will participate in an application that will use our proprietary
technologies to dissect the relationship between psychosocial variables such as poverty, poor diet and racism, and distal outcomes such
as heart disease. Cardio Diagnostics will lend computational services and may contribute biological and clinical resources from its
biorepository. The outcome will be a better understanding of which gene combinations are most predictive. As a side benefit, the
cohort is of sufficient size that it will allow us to test and improve our approach so that the marker set will be applicable to all
ethnicities.


 


Pathway
3. Consortium Development


Whereas
these approaches will likely garner sufficient subjects to test and extend the validity of the test, by themselves, they are less likely
to result in rapid growth. Therefore, while the first two pathways are being pursued, we have also initiated conversations with major
medical device manufacturers. We envisage that the most effective pathway to commercialization will include this commercial collaboration
with several parties. The purpose of the consortium will be to produce laboratory developed test that can be mass marketed by Partner
Two or Three and performed under CLIA guidelines or as an FDA approved test sold by Partner Two.


 


Partner
One will be Cardio Diagnostics.


 


Partner
Two will be a major medical device manufacturer with inherent interests in gaining exclusive use of our technologies to gain market
share and drive reagent sales. This party will contribute platform specific expertise, with the goal of enabling a diagnostic test for
coronary heart disease using a commercially available platform. This platform is expected to be sequencing-based. In this regard, ThermoFisher,
lllumina and Oxford Nanopore could all be potential parties. Their participation will be incentivized by the award of stock in Cardio
Diagnostics in consideration of their cash and in kind contributions with their position being dependent on the scale of their contribution.


 


Partner
Three will be a major testing laboratory with inherent interests in using exclusive rights to our technologies to gain market
share for healthcare and civil (insurance) services. They will will aid the collaboration by contributing skill and infrastructure
in clinical testing. This partner will perform clinical trials on the commercial version of the coronary heart disease test, either
alone or in partnership with a commercial or academic partner or affiliate, in order to validate the test and provide support for
regulatory approval. Ideally, this company would have at least nationwide and perhaps worldwide connections to facilitate adoption
of this test overseas. In this regard, Covance/LabCorp, Quest and Quintiles all have large healthcare and insurance industry
contracts for testing and would be presumably interested in gaining a competitive advantage. Like Partner Two, participation will be
incentivized by the award
of stock in Cardio Diagnostics in consideration of their cash and in kind contributions with their position being dependent on the scale
of their contribution.


 


 




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Partner
Four will be an academic medical center with DNA from a large cohort of existing subjects (n=l0,000) whose outcomes are tied to electronic
medical records. The purpose of adding this partnership is to quickly gain clinical information that can be used to optimize and validate
the algorithms.


 


Currently,
Cardio Diagnostics LLC has two major stockholders. Meeshanthini Dogan owns 25% and is CEO. Behavioral Diagnostics LLC owns 75%. It is
anticipated that the ownership of both parties will be diluted as a consequence of investment by Partners Two, Three and Four. This
synergy in the commercialization process will be driven by capital and services in kind provided by Partners Two and Three. Partner Four
will be incentivized to join the partnership through inclusion in ownership of the resulting corporation as well as additional revenues
that can be garnered through the initial market exclusivity and "prestige" of being the first academic center to be able to
offer this test. Please see Pathway One for the description of the test.


 


 


 


 


 


 


Performance
Milestones: In addition to diligence as described in Section 4.3,


 


		a.	Alpha
                                            development of assay prototype of cardiac test - January 1, 2019



		b.	Secure
                                            two hundred fifty thousand dollars ($250,000) in dilutive or nondilutive funding or revenue
                                            - January 1, 2019



		c.	Commercial
                                            availability of cardiac test through a CLIA facility - January 1, 2020



		d.	Attain
                                            one hundred thousand dollars ($100,000) in sales of commercial cardiac test - January 1,
                                            2022



 
 
 
 


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EXHIBIT
C


 


 


Liquidation
Fee:


one
percent (1%) of either the: (i) Aggregate Consideration (and Trailing Consideration, if any) for a Liquidation Event; or (ii) Pre-Money
Valuation for an Initial Public Offering.


 


Earned
Royalty:


two
percent (2%) of annual Net Sales as defined in Section 1.6


 


Sublicensing:
fifteen percent (15%) of non-royalty fees paid to Licensee


 


 


 




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EXHIBIT
D


 


 


Annual
Development and Marketing Report Form


 


This
form covers the reporting period beginning [DATE] and ending [DATE].


 


		1.	Development
                                            and Marketing Activities





		a.	
List in detail all development and marketing activities for each Licensed Product(s) and/or Licensed Process(es)


		b.	Provide
                                            the name and address of the Sublicensee(s)



		i.	Indicate
                                            whether or not the Sublicensee(s) is an Affiliate



		ii.	Indicate
                                            whether or not the Sublicensee(s) is a contractor



 


		2.	Net
                                            Sales




		a.	
List in detail all Net Sales made for each Licensed
Product(s) and/or Licensed Process(es)





 


		3.	Future
                                            Development Plan



		a.	Provide
                                            a development plan for the next reporting period beginning [DATE] and ending



[DATE]


 


 


 


 




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EXHIBIT
E


 


Technical
Information


 


 


 


 


 


 






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