Exhibit 10.2


 


FIRST AMENDMENT TO THE

EXCLUSIVE PATENT SUBLICENSE AGREEMENT


 


THIS
FIRST AMENDMENT TO THE EXCLUSIVE PATENT SUBLICENSE AGREMENT (this “Sublicense Amendment Agreement”) is made as of
November 29, 2016 (the “Effective Date”) by and between CDx, Inc., a Delaware corporation with its principal place
of business at 6335 Ferris Square, Suite B, San Diego, CA 92121 (“CDx”), and Next Dimension Technologies, Inc., a
California corporation with its principal place of business at 1 West Mountain Street, #11, Pasadena, CA 91103 (“NDT”).
CDx and NDT are sometimes referred to herein individually as the “Party” or collectively as the “Parties”.


 


RECITALS


 


WHEREAS,
CDx and NDT are parties to an Exclusive Patent Sublicense Agreement that took effect on April 24, 2015 (the “Sublicense
Agreement”); and


 


WHEREAS,
CDx and NDT are parties to additional agreements, including a Joint Development Agreement executed by the Parties on November
1, 2013, as modified by Amendment #1, Amendment #2, Amendment #3, Amendment #4, Amendment #5, Amendment #6, and Amendment #7 to
the Joint Development Agreement executed by the parties on April 21, 2014, July 1, 2014, March 13, 2015, May 1, 2015, May 5, 2015,
August 4, 2015, and February 22, 2016 respectively (collectively the “Joint Development Agreement”), and a Supply
Agreement executed by the Parties on May 19, 2015 as amended on August 14, 2015 (collectively, the “Supply Agreement”);
and


 


WHEREAS,
CDx desires to reduce its future minimum royalty obligations from                              
  per year to                            per
year and to waive certain other past payment obligations in consideration of certain payment of past royalty obligations and further
modifications and amendments to the Sublicense Agreement, the Supply Agreement, and the Joint Development Agreement; and


 


WHEREAS,
both parties now desire to further modify and amend the Sublicense Agreement.


 


NOW,
THEREFORE, in consideration of the mutual undertakings of the parties as set forth below as well as other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, CDx and NDT do hereby mutually agree as follows:


 


	1.	Simultaneous Execution.
    The execution, delivery and effectiveness of this Sublicense Amendment Agreement are contingent upon the simultaneous
    execution     and delivery of: (i) that certain Claims Purchase Agreement by and between NDT and Rockwell Capital Partners
    dated November     29, 2016 (the “Claims Purchase Agreement”); and (ii) that certain JDA Termination Agreement
dated November 29, 2016, and (iii) that certain Amendment #2 to the Supply Agreement dated November 29, 2016. Notwithstanding
anything in this Sublicense Amendment Agreement to the contrary, this Sublicense Amendment Agreement shall be null and void if
the Claims Purchase Agreement becomes null or void.




 






    


     

    

 


		2.	Assignment
                                         of NDT Claims. The Parties hereby agree to the sale, transfer, conveyance and assignment
                                         of all right, title and interest to certain outstanding claims of CDx by NDT, totaling
                                                                                                                                                                    
                                          and representing unpaid royalties due to NDT under the Sublicense Agreement, to Rockwell
                                         Capital Partners.



 


		3.	Minimum
                                         Annual Royalties. With respect to Paragraph 3.5 of the Sublicense Agreement, this
                                         paragraph shall be deleted in its entirety and replaced with the following:



 


“During
the Term and in further consideration of the rights and licenses granted by NDT hereunder, CDx shall pay to NDT minimum
annual royalties in the amount of                                                         
, which amount shall be payable in equal quarterly installments and which shall be creditable against the royalties
payable to NDT pursuant to Sections 3.3 and 3.4. This minimum annual royalty shall be reduced to                                                        
                                          beginning on January 1,
2017. For any partial calendar year, such minimum annual royalty shall be determined on a pro rata basis.”


 


The
Parties agree that the amendment to Paragraph 3.5 set forth in this Section 2 shall be retroactive to the effective date of the
Sublicense Agreement.


 


		4.	Partial
                                         Waiver of Royalties. Upon payment in full of any amounts due to NDT pursuant to Paragraph
                                         3.3 and 3.4 of the Sublicense Agreement for the period beginning October 1, 2016 and
                                         ending on December 31, 2016 by no later than February 28, 2017, NDT agrees to waive the
                                         minimum royalty payment requirement of Paragraph 3.5 of the Sublicense Agreement for
                                         the quarterly period ending December 31, 2016 and to consider the minimum royalty requirements
                                         of Paragraph 3.5 in the Sublicense Agreement (as amended by Section 2 in this Sublicense
                                         Amendment Agreement) met in full and creditable against the royalties due to NDT pursuant
                                         to Paragraphs 3.3 and 3.4 for the period beginning on the effective date of the Sublicense
                                         Agreement and ending on December 31, 2016. This waiver shall not relieve CDx of any payments
                                         due to NDT pursuant to the Sublicense Agreement other than those due under Paragraph
                                         3.5.



 


		5.	Adjustments
                                         to Timing and Computation. With respect to Paragraph 3.2 of the Sublicense Agreement,
                                         this paragraph shall be deleted in its entirety and replaced with the following:



 


“All
royalties hereunder shall be computed on a quarterly basis for the quarters ending March 31st, June
30th, September 30th, and December 31st of each calendar year. Minimum royalty payments due
pursuant to Paragraph 3.5 shall be due on the last day of each quarter and additional royalties pursuant to this Agreement
shall be due and payable within ninety (90) days after the end of such quarter. All late payments of royalties due under this
Agreement shall incur a                    
                                          penalty.”


 






    	 	2	 



     

    

 


		6.	Termination.
                                                                                                                                                                                                                                                                           With respect to Paragraph 10.2 of the Sublicense Agreement, this paragraph is amended to include the following:



 


“(f)
By NDT for Non-Payment. NDT may terminate this Agreement immediately upon written notice if CDx fails to pay to NDT any royalty
payments due under Section 3 within thirty (30) days of any payment due date.”


 


With
respect to Paragraph 10.3(c) of the Sublicense Agreement, this paragraph shall be deleted in its entirety and replaced with the
following:


 


“(c)
Post-Termination Sales of Sublicensed Product. CDx may, for a period of no longer than six (6) months after the effective
date of the termination of the Agreement, complete and sell any or all Sublicensed Products that were in the process of manufacture
or in inventory on the effective date of the termination; provided, however, that it shall remain obligated to pay any and all
applicable Royalties thereon and other amounts related thereto as provided in this Agreement, and the terms and conditions of
this Agreement applicable thereto shall remain in full force and effect during such six (6)-month period. Notwithstanding anything
in this Agreement to the contrary, if NDT terminates this Agreement pursuant to Paragraph 10.2, CDx shall forfeit all of its rights
to complete and sell Sublicensed Products pursuant to this Paragraph 10.3(c).”


 


		7.	Patent
                                         List. With respect to Exhibit C of the Sublicense Agreement, Exhibit C shall be deleted
                                         in its entirety and replaced with Exhibit C attached hereto.



 


		8.	Notice.
                                         It is agreed that the provisions in the Sublicense Agreement regarding notice are specifically
                                         waived by the Parties for the purpose of this Sublicense Amendment Agreement. With respect
                                         to Paragraph 13.5 of the Sublicense Agreement, this paragraph shall be deleted in its
                                         entirety and replaced with the following:



 


“Any
notice, request, delivery, approval or consent required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been sufficiently given: (a) if transmitted for overnight delivery via a nationally recognized delivery
service, the first business day after being delivered by the transmitted Party to such overnight delivery service, (b) if by email,
when transmitted by email, or (c) if by registered or certified mail, postage prepaid, five (5) days after mailing the notice,
to the following addresses (or to such other address of a party designated in writing by such party to the others):


 





	 	CDX:	Attention:
    Daniel Yazbeck, CEO
	 	 	6335
    Ferris Square, Suite B
	 	 	San
    Diego, CA 92121
	 	 	 
	 	 	email:                               
                                         
	 	 	 
	 	NDT:	 
	 	 	Attention:
    William Royea, President 
	 	 	1
    West Mountain Street, #11
	 	 	Pasadena,
    CA 91103
	 	 	 
	 	 	email:                                 
                                         




 


	9.	All
                                         remaining terms and conditions of the Sublicense Agreement remain in full force and effect,
                                         as modified and amended hereby and are hereby ratified by the Parties.



 


	10.	After
                                         full execution of this Sublicense Amendment Agreement, the Sublicense Agreement shall
                                         be deemed to include the modifications and amendments herein.



 






    	 	3	 



     

    

 


IN
WITNESS WHEREOF, the parties have caused this Sublicense Amendment Agreement to be executed by their authorized representatives
as of the respective dates written below.


 


	CDX,
    Inc.	 	Next
    Dimension Technologies, Inc.
	 	 	 	 	 
	By:
     	/s/
    Daniel Yazbeck	 	By:
     	/s/
    William Royea
	Name:	Daniel
    Yazbeck	 	Name:	William
    Royea
	Title:	CEO	 	Title:	President
	Date:	November
    29, 2016	 	Date:	November
    29, 2016


 






    	 	4	 



     

    

 


EXHIBIT
C


 


CORE
PATENT RIGHTS


 


	Patent
    #	Serial
    #	Title	Issue
    date
	7,359,802	10/618,546	Methods
    for Remote Characterizations of an Odor	4/15/2008
	6,093,308	09/258,713	Sensors
    for Detecting Analytes in Fluids	7/25/2000
	6,013,229	09/095,376	Sensor
    Arrays for Detecting Analytes in Fluids	1/11/2000
	6,010,616	08/986,500	Sensor
    Arrays for Detecting Analytes in Fluids	1/4/2000
	5,959,191	09/006,279	Sensor
    Arrays for Detecting Analytes in Fluids	9/28/1999
	5,951,846	09/006,142	Sensor
    Arrays for Detecting Analytes in Fluids	9/14/1999
	5,911,872	08/949,730	Sensors
    for Detecting Analytes in Fluids	6/15/1999
	5,891,398	09/154,604	Sensor
    Arrays for Detecting Analytes in Fluids	4/6/1999
	5,788,833	08/696,128	Sensors
    for Detecting Analytes in Fluids	8/4/1998
	5,698,089	08/689,227	Sensor
    Arrays for Detecting Analytes in Fluids	12/16/1997
	5,571,401	08/410,809	Sensor
    Arrays for Detecting Analytes in Fluids	11/5/1996
	7,966,132	12/082,972	Methods
    for Remote Characterizations of an Odor	6/21/2011
	6,571,603	09/318,900	Method
    of Resolving Analytes In a Fluid	6/3/2003
	6,350,369	09/291,932	Method
    and System for Determining Analyte Activity	2/26/2002