Exhibit 10.54


 


*** Text Omitted and Filed Separately


Confidential Treatment Requested


Under 17 C.F.R. §§ 200.80(b)(4)


and 230.406


 


FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT


 


THIS FIRST AMENDMENT TO
EXCLUSIVE LICENSE AGREEMENT (this “Amendment”) is made and entered into as of February 27, 2015 (“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 (the “License Agreement”).



 


		B.	The parties desire to amend the License Agreement as further
described herein.



 


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.          Amendments
to the License Agreement.


 


(a)          The
following new Section 4.5 is hereby added at the end of Article 4 of the License Agreement:


 


“4.5           Product
Development Milestones. Licensee agrees to pay and shall pay to CSMC the following non-creditable, non-refundable product development
milestone payments within sixty (60) days of the first occurrence of a milestone:


 


	Milestone Event	 	Milestone Payment	 
	Milestone 1: Dosing of first patient in a Phase I clinical trial of a Product	 	$	15,000	 
	Milestone 2: Dosing of first patient in a Phase II clinical trial of a Product	 	$	[...***...]	 
	Milestone 3: Dosing of first patient in a Phase III clinical trial of a Product	 	$	[...***...]	 
	Milestone 4: Submission of NDA or BLA to the FDA for a Product	 	$	[...***...]	 
	Milestone 5: Receipt of U.S. marketing approval of a Product	 	$	75,000	 



 


For the avoidance of doubt,
Licensee shall be only required to pay each of the milestone payments required by this Section 4.5 one time.”


 


*Confidential Treatment Requested


 




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(b)          Schedule
A (Patent Rights) to the License Agreement is hereby deleted and replaced in its entirety with Revised Schedule A hereto
for the purpose of adding certain Future Patent Rights (patent applications 3-6 on Revised Schedule A) to the definition of “Patent
Rights”.


 


(c)          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 Twenty Thousand U.S. Dollars ($20,000); and


 


(ii)         The
unreimbursed costs, including attorneys’ fees and filing fees, actually incurred to date by CSMC in the prosecution of patent
applications 3-6 on Revised Schedule A, which amounts to a total of $34,219.04 as of the Amendment Date.


 


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 Amendment to Exclusive License Agreement as of the day and year first above written.


 


	Dated:   February 27, 2015	CAPRICOR, INC.
	 	 	 	 
	 	 	By:	/s/ Karen Krasney
	 	 	 	Name: Karen Krasney
	 	 	 	Title: EVP, General Counsel
	 	 	 	 
	Dated:    February 27, 2015	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: Sr. V.P., Finance, and CFO


 




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REVISED
SCHEDULE A


Patent
Rights


 


1.


[...***...]


 


 


2.


[...***...]


 


 


3.


[...***...]


 


 


4.      


[...***...]


  


 


5.      


[...***...]


 


*Confidential Treatment Requested


 




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[...***...]


 





 


6.      


[...***...]


 


*Confidential Treatment Requested


 




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