Exhibit 10.4


 


Fourth Amendment
to the Amended License Agreement


 


by and among


 


Princeton
University


The
University of Southern California,

The Regents of the University of Michigan


 


And


 


NanoFlex
Power Corporation


 


This
Fourth Amendment, made and entered into on August 22, 2016, to the Amended License Agreement dated May 1, 1998 (“Agreement”),
is among the University of Southern California, a California non-profit corporation with a principle place of business of business
at 1150 5. Olive Street, Suite 2300, Los Angeles, California 90015 (“USC”); the Trustees of Princeton University, a
not-for-profit education Institution organized and existing under the laws of the state of New Jersey (“Princeton”);
the Regents of the University of Michigan, a Michigan not-for profit corporation, having an office at 1600 Huron Parkway, 2’ Floor,
Ann Arbor, Michigan 48109-2590 (“Michigan”); and NanoFlex Power Corporation, a corporation organized under the laws
of Florida, having its principle office at 17207 North Perimeter Drive, Suite 210, Scottsdale Arizona 85255 (“NPC”)and
together with USC, Princeton, and Michigan, the “Parties”). Unless otherwise noted, capitalized terms in this Fourth
Amendment will have the definitions given to them in the Agreement.


 


The
Parties now desire to amend the Agreement, effective August 22, 2016, to modify the Agreement as follows and to confirm the following
matter:


 


1.
Section 4.2(d)(i) is added to the Agreement and reads In Its entirety as follows:


 


4.2(d)(i),
The nonrefundable minimum royalties, pursuant to 4.2(d), that were due for 2014 and 2015, totaling $65,000, shall be paid according
the following schedule (the “Payment Plan”).


 


	Payment Due Date	 	Payment Amount	 
	September 30, 2016	 	$	16,250	 
	December 31, 2016	 	$	16,250	 
	March 31, 2017	 	$	16,250	 
	June 30, 2017	 	$	16,250	 



 


The
Payment Plan applies only to the minimum royalties for 2014 and 2015 and shall not affect the due date or amount of any other
minimum royalty in section 4.2(d) of the Agreement.


 


2.
The parties wish to remove the term “Research Program” from Section 4 of the Third Amendment. Therefore, Section 4
of the Third Amendment to the Agreement shall be replaced with the following:


 


“Unless
otherwise expressly agreed in writing, this Third Amendment shall apply to the Patent Rights and all inventions conceived or
discovered under the 2013 Sponsored Research Agreement, the 1998 Sponsored Research Agreement, the 2004 Sponsored Research Agreeement,
the 2006 Sponsored Research Agreement, and the 2009 Sponsored Research Agreement. As used in the Agreement, the term
“Sponsored Research Agreement” shall include the 2013 Sponsored Research Agreement, the 1998 Sponsored Research
Agreement, the 2004 Sponsored Research Agreement, the 2006 Sponsored Research Agreement, and the 2009 Sponsored Research
Agreement.”


 


3.
Except as modified by this Fourth Amendment, all of the provisions of the Agreement (as amended to date) are hereby ratified and
confined to be in full force and effect, and shall remain in full force and effect.


 


[Remainder
of Page Intentionally Left Blank]


 






     


     


    

 





Each
party acknowledges that it knows and understands the contents of this Agreement, has had an opportunity to be represented by counsel
of its choice in connection with this Agreement, and has executed this Agreement voluntarily.


 





	University of Southern California	 	The Regents of the University of Michigan
	 	 	 	 	 
	By:	/s/ Michael Arciero	 	By:	/s/ Kenneth J. Nisbet
	Name:	Michael Arciero	 	Name:	Kenneth J. Nisbet
	Title:	Director of Technology Licensing and New Ventures



	 	Title:	Assoc VP, U-M Tech Transfer
	Date:	8/22/16	 	Date:	8/25/16
	 	 	 	 	 
	The
    Trustees of Princeton University	 	NanoFlex
    Power Corporation
	 	 	 	 	 
	By:	/s / John Ritter	 	By:	/s/ Mark Tobin
	Name:	John Ritter



	 	Name:	Mark Tobin
	Title:	Director, OTL	 	Title:	Chief Financial Officer
	Date:	8/25/16	 	Date:	8/22/2016