EX-10.39



 Exhibit 10.39 

***Text Omitted and Filed Separately 

with the Securities and Exchange Commission 

Confidential Treatment Requested 

Under 17 C.F.R. Sections 200.80(b)(4) 

and 230.406 
 AMENDMENT
TO PATENT SUBLICENSE AGREEMENT 
 THIS AMEDMENT TO PATENT SUBLICENSE AGREEMENT (this
“Amendment”) is made this 28th day of June, 2018 (the “Amendment Effective Date”) between: 

Industry 3200, Inc., a Delaware Corporation with a principal office located at 1155 Camino Del Mar #118, Del Mar, CA
92014 (“Sublicensor”); and 
 BioNano Genomics, Inc., a Delaware corporation with a place of business at
9640 Town Centre Drive, Suite 100, San Diego, CA 92121 (“Sublicensee”), 
 individually a “Party” and together
the “Parties”. 
 WHEREAS, on December 27, 2013, the Sublicensor and Sublicensee entered into a Patent
Sublicense Agreement (the “Agreement”). 
 WHEREAS, the Sublicensor and Sublicensee now wish to amend certain terms
of the Agreement as set forth herein; 
 NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment and
other good and valuable consideration, the receipt and sufficiency of which each Party acknowledges, the Sublicensor and Sublicensee hereto agree the following: 
  

	 	1.	 The terms utilized in this Amendment shall have the same meanings set forth in the Agreement, unless otherwise
indicated herein. 


  

	 	2.	 Section 3.1 of the Agreement is hereby amended and restated in its entirety as
follows: 


 “3.1. Sublicense Fees: As consideration for the grant and maintenance of this
Agreement, Sublicensee shall pay, and Sublicensor shall accept, a sublicense fee as follows: 
 3.1.1. $[...***...]
within thirty (30) days of the full execution of this Agreement or of the Master License Agreement, whichever is later. 

3.1.2. $[...***...] on July 1 of the second Agreement Year. 

3.1.3. $[...***...] on July 1 of the third Agreement Year. 

3.1 .4. $[...***...] on July 1 of the fourth Agreement Year. 

3.1.5. $[...***...] on July 1 of the fifth Agreement Year. 

  

***Confidential Treatment Requested 








 3.1.6. $[...***...] on October 1 of the sixth Agreement Year. 

3.1.7. $[...***...] on July 1 of each subsequent Agreement Year, if the term of this Agreement is extended to
include such Agreement Year.” 
  

	 	3.	 Section 4.1 under Section 4 “TERM AND TERMINATION” of the Agreement
is hereby amended and restated in its entirety as follows: 


 “4.1. Unless otherwise terminated under
any other provision of this Agreement, this Agreement shall expire on the earlier of the end of the sixth (6th) Agreement Year or upon the termination of the Master License Agreement.” 

 

	 	4.	 All terms and conditions of the Agreement not expressly amended by this Amendment shall remain in full force
and effect. · 


  

	 	5.	 In the event of any dispute, conflict or ambiguity between the terms and conditions of this Amendment and the
License Agreement, this Amendment shall control. 


  

	 	6.	 This Amendment, and the Agreement (where herein referenced), together constitute the entire agreement of the
Parties as to the subject matter of this Amendment, and supersede all prior negotiations, representations, agreements and understandings regarding the same. 


  

	 	7.	 This Amendment shall be effective upon full execution by facsimile or original, and a facsimile signature
shall be deemed to be and shall be as effective as an original signature. This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same
instrument. 


 IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be signed by their
duly authorized representatives. 
  

							
	Industry 3200, Inc.	 	BioNano Genomics, Inc.
				
	 By :
	 	 /s/ Leslie A. Hickle
	 	 By :
	 	 /s/ R. Erik Holmlin

	 Name :
	 	 Leslie A. Hickle
	 	 Name :
	 	 R. Erik Holmlin

	 Title :
	 	 CEO
	 	 Title :
	 	 CEO



  

***Confidential Treatment Requested