Exhibit 10.27

 

July 1, 2014



Ohio State Innovation Foundation

Attn: Timothy R. Wright, President

1524 North High Street

Columbus, Ohio 43201



Re:License Agreements/Upfront Fees/Equity


 




Dear Mr. Wright:



Reference is made to (1) the Patent & Technology License Agreement, Agt. No. A2014-0165, entered into as of September
6, 2013, by and between Microlin Bio, Inc. (“Microlin”) and Ohio State Innovation Foundation (“OSIF”),
as amended, (2) the Patent & Technology License Agreement, Agt. No. A2013-2080, entered into as of September 6, 2013,
by and between Microlin and OSIF, as amended, (3) the Patent & Technology License Agreement, Agt. No. A2013-2069, entered
into as of September 6, 2013, by and between Microlin and OSIF, as amended, (4) the Patent & Technology License Agreement,
Agt. No. A2014-0164, entered into as of September 6, 2013, by and between Microlin and OSIF, as amended, (5) the Patent & Technology
License Agreement, Agt. No. A2014-0294, entered into as of September 6, 2013, by and between Microlin and OSIF, as amended (collectively,
the “Agreements”), and (6) the letter agreement, entered into as of May 22, 2014, by and between Microlin and
OSIF (the “May Letter Agreement”).


 


This letter serves to confirm our agreement regarding Microlin’s
obligations with respect to the fees and expenses due to OSIF for the patents licensed from OSIF under the Agreements. The Agreements
provide that Microlin is to pay OSIF an upfront fee (the “Upfront Fee”) for the licensed patents and to repay
OSIF for past patent expenses (the “Patent Expenses”). The Agreements further provide that the Patent Expenses
become immediately due and payable to OSIF in the event that $10,000,000 of external funding is obtained by Microlin.


 


Microlin and OSIF agree that the entire unpaid balance of the
Upfront Fee, which totals $500,000 in the aggregate, will be paid in full by Microlin on or before August 1, 2014, $300,000 of
which will be paid by Microlin to OSIF via wire transfer no later than three (3) calendar days after the day on which Microlin
delivers its registered securities to its underwriter(s) and receives payment for such securities (the “Closing Date”),
and $200,000 of which shall, on the date Microlin’s registration statement on Form S-1 filed in connection with the initial
public offering of its common shares (the “Initial Public Offering”) is deemed effective (the “Effective
Date”), automatically convert in whole, without any further action by OSIF, into shares of common stock of Microlin (the
“Common Stock”), with the same rights, obligations, preferences and privileges as are received by the other
holders of Common Stock (the “Upfront Fee Conversion”). Upon the Upfront Fee Conversion, OSIF shall receive
(1) the number of shares of Common Stock equal to the quotient of (x) $200,000 divided by (y) the initial public offering price
of the Common Stock and (2) warrants in the same proportion as issued to other investors in the initial public offering. Microlin
shall, promptly after the Upfront Fee Conversion, issue and deliver to OSIF a certificate or certificates evidencing the shares
of Common Stock to which OSIF shall be entitled. OSIF shall be treated for all purposes as the record holder of such shares of
Common Stock as of the date of the Upfront Fee Conversion. In the event that the Effective Date does not occur or occurs after
August 1, 2014, the parties will agree to a commercially reasonable alternative payment schedule for the Upfront Fee. Microlin
and OSIF acknowledge that the foregoing agreement with respect to the Upfront Fee supersedes the May Letter Agreement.


 


    	 



    	 



    


 


In the event Microlin raises in excess of $10,000,000 in its
Initial Public Offering on or before August 1, 2014, the entire unpaid balance of the Patent Expenses, which totals $2,446,000
in the aggregate, shall, on the Effective Date, automatically convert in whole, without any further action by OSIF, into shares
of Common Stock with the same rights, obligations, preferences and privileges as are received by the other holders of Common Stock
(the “Patent Expense Conversion”). Upon the Patent Expense Conversion, OSIF shall receive (1) the number of
shares of Common Stock equal to the quotient of (x) $2,446,000 divided by (y) the initial public offering price of the Common Stock
and (2) warrants in the same proportion as issued to other investors in the initial public offering. Microlin shall, promptly after
the Patent Expense Conversion, issue and deliver to OSIF a certificate or certificates evidencing the shares of Common Stock to
which OSIF shall be entitled. OSIF shall be treated for all purposes as the record holder of such shares of Common Stock as of
the date of the Patent Expense Conversion. In the event that the Effective Date does not occur or occurs after August 1, 2014,
the parties will agree to a commercially reasonable alternative payment schedule for the Patent Expenses.


 


 


 


 


 









	 	Sincerely,	 
	 	 	 
	 	/s/ Joseph Hernandez	 
	 	Joseph Hernandez	 
	 	Executive Chairman	 






 


 


[Acknowledgement page follows]


 




    	 



    	 



    

 


 


 


ACKNOWLEDGED AND AGREED TO BY:


 


OHIO STATE INNOVATION FOUNDATION


 


By: /s/ Timothy R. Wright



Name: Timothy R. Wright



Title: President