Exhibit 10.1


 





*** Text Omitted and Filed Separately


Confidential Treatment Requested


Under 17 C.F.R. §§ 200.80(b)(4)


and 240.24b-2




 





SECOND AMENDMENT TO


AMENDED AND RESTATED EXCLUSIVE LICENSE
AGREEMENT


 


THIS
SECOND AMENDMENT TO AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this “Second Amendment”) is made and entered
into as of August 5, 2016 (“Amendment Date”) by and between CEDARS-SINAI MEDICAL CENTER, a California
nonprofit public benefit corporation (“CSMC”) and CAPRICOR, INC., a Delaware corporation (“Licensee”),
under the following circumstances:


 


		A.	CSMC and Licensee entered into an Amended and Restated Exclusive License Agreement dated December
30, 2013, as amended by a First Amendment dated March 20, 2015 (the “License Agreement”). The License Agreement
pertains to technologies related to cardiosphere derived cells (“CDCs”).



 


		B.	CSMC subsequently filed U.S. provisional patent application [...***...].



 


		C.	The parties desire to amend the License Agreement as further described herein to incorporate rights
to U.S. patent application [...***...].



 


		D.	Rights to U.S. patent application [...***...]
are being licensed by CSMC to Licensee in that certain Third Amendment to License Agreement (“Exosomes Third Amendment”)
executed concurrently herewith.



 


		E.	It is the intent of the parties that all rights embodied
in U.S. patent application [...***...] are licensed from CSMC to Licensee through the combination of this Second Amendment
and the Exosomes Third Amendment.



 


		F.	The parties also desire to amend the License Agreement
as further described herein to add rights encompassed within U.S. patent applications [...***...].



 


 


NOW, THEREFORE,
in consideration of the mutual promises and covenants contained herein and in the License Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1.
       Defined Terms. Terms not otherwise defined herein shall have the meaning
ascribed to them in the License Agreement.


 


2.
       Amendments to the License Agreement.


 


(a)          All
rights pertaining to CDCs, including their use in treatment of heart failure with preserved ejection fraction, encompassed within
the following U.S. Patent Application number are hereby added to Schedule A (Patent Rights) to the License Agreement:


 


[...***...]


 


(b)          Within
thirty (30) days of the Amendment Date, Licensee shall pay to CSMC a non-refundable upfront fee in the amount of two thousand five
hundred U.S. dollars ($2,500) with respect to the patent application referenced in Section 2(a) hereof.


 


(c)          The
following patent applications are hereby added to Schedule A (Patent Rights) to the License Agreement:


 


[...***...]


 


(d)          Within thirty
(30) days of the Amendment Date, Licensee shall pay to CSMC the unreimbursed costs, including attorney’s fees and filing
fees, actually incurred to date by CSMC in the preparation and/or prosecution of the patent applications referenced in Section
2(c) hereof, which amount to a total of $10,072.61 as of the Amendment Date (and which amount shall be non-refundable).


 


3.
       Other Provisions. This Amendment is a revision to the License Agreement only,
it is not a novation thereof. Except as otherwise provided herein, the terms and conditions of the License Agreement shall remain
in full force and effect.


 


4.
       Further Assurances. Each of the parties hereto shall execute such further
documents and instruments and do all such further acts as may be necessary or required in order to effectuate the intent and accomplish
the purposes of this Amendment.


 


5.
       Counterparts.  This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.


 


*       *       *       *       *


 


 




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IN WITNESS WHEREOF, the parties have executed
this Second Amendment to the Amended and Restated Exclusive License Agreement as of the day and year first above written.


 


 


 


	Dated: August 2, 2016	CAPRICOR, INC.
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	By:	 	 /s/
    Karen Krasney
	 	 	 	 	Name:	 	Karen Krasney, Esq.
	 	 	 	 	Title:	 	Executive Vice President,
	 	 	 	 	 	 	General Counsel
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Dated: August 5, 2016	CEDARS-SINAI MEDICAL CENTER
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ James
    D. Laur, Esq.
	 	 	 	 	Name: 	 	James D. Laur, Esq. 
	 	 	 	 	Title:	 	Vice President, 
		 		 		 	Legal & Technology
    Affairs
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Edward
    M. Prunchunas
	 	 	 	 	Name:	 	Edward M. Prunchunas
	 	 	 	 	Title:	 	Executive Vice President,
	 	 	 	 	 	 	Finance & Chief Financial
    Officer




 






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