Exhibit 10.2


 





*** Text Omitted and Filed Separately


Confidential Treatment Requested


Under 17 C.F.R. §§ 200.80(b)(4)


and 240.24b-2







 


THIRD AMENDMENT TO EXCLUSIVE LICENSE
AGREEMENT


 


 


THIS
THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Third 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 exclusive License Agreement dated May 5, 2014, as amended by
a First Amendment dated February 27, 2015 and a Second Amendment dated June 10, 2015 (the “License Agreement”).
The License Agreement pertains to technologies related to exosomes.



 


		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 Second Amendment to Amended and Restated Exclusive License Agreement (“CDCs Second 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 Third Amendment and the CDCs Second Amendment.



 


		F.	The parties also desire to amend the License Agreement
as further described herein to add rights to U.S. provisional patent application [...***...], and to all subsequent
applications that claim priority thereto.



 


 


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.
       Amendment to the License Agreement. 


 


(a)
       The parties acknowledge and agree that the following PCT application is hereby added to Item No. 7 on Revised Schedule
A (Patent Rights) to the License Agreement:


 


“[...***...]”


 


(b)
       All rights pertaining to exosomes, 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 Revised
Schedule A (Patent Rights) to the License Agreement:


 


“8.


 


[...***...]”


 


(c)
       In connection with the application referenced in Section 2(b) hereof, within thirty
(30) days of the Amendment Date, Licensee shall pay to CSMC the following non-refundable amounts:


 


(i)
       An upfront fee in the amount
of two thousand five hundred U.S. dollars ($2,500); and


 


(ii)
     The unreimbursed costs, including
attorney’s fees and filing fees, actually incurred to date in the preparation and/or prosecution of the above-referenced
patent application, which amounts to a total of $7,992.60 as of
the Amendment Date.


 


(d)
       The following patent application is hereby added to Revised Schedule A
(Patent Rights) to the License Agreement:


 


“9.


 


[...***...]”


 


(e)
       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(d) hereof, which amount to a total of $8,000 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.


 


*       *       *       *       *


 






     


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Third Amendment to 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