NINTH
AMENDMENT TO THE LICENSE AGREEMENT 

UC Control No. 2006-03-0536


 


THIS
NINTH AMENDMENT (the “Ninth Amendment”), date December 22, 2015 (the “Ninth Amendment Effective Date”),
is made by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“The Regents”), a California corporation having
its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through the offices
of The University of California, Los Angeles located at 11000 Kinross Avenue, Suite #200, Los Angeles, CA 90095-1406 and BONE
BIOLOGICS CORPORATION (“Licensee’’) having a principal place of business at 321 Columbus Ave., Boston, MA 02116
and amends the Exclusive License Agreement with Licensee, dated March 15, 2006 with UC Agreement Control Number 2006-03-0536 as
amended by the First Amendment dated September 1, 2007 with UC Control Number 2006-03-0536F, as further amended by the Second
Amendment dated May 29, 2008 with UC Control Number 2006-03-0536I, as further amended by the Third Amendment dated December 4,
2008 with UC Control Number 2006-03-0536K, as further amended by the Fourth Amendment dated August 19, 2009 with UC Control Number
2006-03-0536M, as further amended by the Fifth Amendment dated January 11, 2011 with UC Control Number 2006-03-0536T, as further
amended by the Sixth Amendment dated August 18, 2011 with UC Control Number 2006-03- 0536V, as further amended by the Seventh
Amendment dated August 7, 2012 with UC Control Number 2006-03-0536W, as further amended by the Eighth Amendment dated October
22, 2013 with UC Control Number 2006-03-0536Y (collectively, the “License Agreement”) in accordance with the terms
and conditions of this Ninth Amendment.


 


RECITALS


 


WHEREAS,
Licensee will be out of compliance with the terms and conditions of the License Agreement after December 31, 2015, if the Licensee
does not perform the actions of Paragraph 6.3f of the License Agreement and therefore wishes to amend the License Agreement to
remain in compliance with the terms and conditions;


 


WHEREAS,
as consideration for the present Ninth Amendment, The Regents desires to amend the License Agreement to add payments and further
compensation as consideration;


 


NOW
THEREFORE, in consideration of the foregoing premises and the mutual promises, covenants, and agreements hereinafter set forth,
all parties to this Ninth Amendment mutually agree to amend the License Agreement as follows:


 


	1.	Replace the Field of Use defined
in PARAGRAPH 1.4 in ARTICLE 1 (DEFINITIONS) of the License Agreement in its entirety with the following:



 


	 	“l.4	The
    “Field of Use” means use in spinal fusion by local administration and excludes osteoporosis and cartilage indications,
    or systemic administration in all indications.”


 


	2.	Add
                                         the following PARAGRAPHS to ARTICLE 1 (DEFINITIONS) of the License Agreement:



 


	 	“l.15	“Feasibility
    Study” means a clinical investigation used to capture preliminary safety and effectiveness information on a near-final
    or final device design to adequately plan an appropriate Pivotal Study.


 




    	 



    	 



    


 


	 	1.16	“Pivotal
    Study” means a clinical investigation designed to collect definitive evidence of the safety and effectiveness of
    a device for a specific intended use, in a statistically justified number of subjects.
	 	 	 
	 	1.17	“PMA”
    means Pre-Market Approval given by the US Food and Drug Administration to equipment manufacturers to sell their devices
    to the medical profession.”


 


	3.	Add
                                         the following PARAGRAPH 2.4 to ARTICLE 2 (GRANT) of the License Agreement:



 


	 	“2.4	After
    the one (1) year anniversary of the Amendment Effective Date, Licensee may notify The Regents in writing of their interest
    in requesting an expansion of the Field of Use to include additional available indications, including without limitation cartilage
    indications or systemic administration in the Field of Use. The parties will engage in good faith discussions of such requests.
    Within thirty (30) days of the Amendment Effective Date, the parties will negotiate in good faith the terms pursuant to which
    The Regents shall grant Licensee an option to exclusively license the Regents’ Patent Rights in the osteoporosis indication,
    thereby expanding the Field of Use to include such osteoporosis indication if such option is exercised by Licensee.”


 


4.
Replace PARAGRAPH 3.2 in ARTICLE 3 (SUBLICENSES) of the License Agreement in its entirety with the following:


 


	 	“3.2	Licensee
    must pay to The Regents a percentage of all Sublicensing Income as follows:


 


	 	3.2a	Twenty
    percent (20%) of any Sublicensing Income received prior to the initiation of a Feasibility Study.
	 	 	 
	 	3.2b	Ten
    percent (10%) of any Sublicensing Income received after initiation of a Feasibility Study.”


 


5. Replace
PARAGRAPH 4.2 in ARTICLE 4 (FEES) of the License Agreement with the following:


 


	 	“4.2	For
    each Licensed Product or Licensed Method reaching the milestones indicated below, Licensee must make the following payments
    (“Milestone Payments”) to The Regents within thirty (30) days of reaching such milestone. For purposes of clarity
    such Milestone Payments are due from Licensee irrespective of whether the associated milestone listed below was reached by
    Licensee itself or a third party acting on Licensee’s behalf or by a Sublicensee, Joint Venture or Affiliate.


 


	 	4.2a	Enrollment
    of the first subject in a Feasibility Study: $100,000 4.2b
	 	 	 
	 	4.2b	Enrollment
    of the first subject in a Pivotal Study: 250,000
	 	 	 
	 	4.2c	PMA
    (or foreign equivalent) approval by the FDA (or foreign equivalent) for a Licensed Product or Licensed Method: $500,000
	 	 	 
	 	4.2d	First
    Commercial Sale of a Licensed Product or Licensed Method: $1,000,000”


 




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	6.	Add
                                         the following PARAGRAPH 4.6 to ARTICLE 4 (FEES) of the License Agreement:



 


“Licensee
shall pay The Regents a cash milestone payment in US Dollars within thirty (30) days of the earlier to occur of (a) the closing
of any Change of Control Transaction, and (b) The Regents making a Payment Election (each of (a) and (b) are “Liquidity
Events” for purposes of this License Agreement). Such milestone payment shall be a cash payment equal to the greater of
(i) and (ii):


 


	 	(i)	Five
    Hundred Thousand Dollars ($500,000) (payable in a single lump sum amount in priority and preference to payment to any holders
    of equity securities of the Licensee; provided, the Licensee shall apply all of its assets to any such distribution, and to
    no other corporate or organizational purpose, except to the extent prohibited by Delaware law governing distributions to stockholders,
    and in the event Delaware law governing distributions to stockholders prevents the Licensee from making the full amount of
    such distribution, the Licensee shall pay the maximum amount it can consistent with such law, and shall pay the remaining
    amount as soon as it may lawfully do so under such law); and
	 	 	 
	 	(ii)	Two
    Percent (2%) times P, where:


 


	 	●	“P”
    is equal to either:


 


	 	●	in
    the case of a Merger or Stock Sale, the sum of (a) all cash, and the fair market value of all securities and other property
    transferred to the security holders of the Licensee (or subsidiary, as the case may be) in return for their securities in
    the Licensee (or subsidiary, as the case may be) at the time of the transaction, and (b) all cash, and the fair market value
    of all securities and other property transferred to the security holders of the Licensee (or subsidiary, as the case may be)
    for Trailing Consideration payable to the holders of Licensee’s (or subsidiary’s, as the case may be) securities,
    when and if actually paid, or
	 	 	 
	 	● 	in
    the case of an Asset Sale, the sum of (a) all cash, and the fair market value of all securities or other property transferred
    to the Licensee (or subsidiary, as the case may be) at the time of the transaction, and (b) all cash, and the fair market
    value of all securities and other property for Trailing Consideration payable to the Licensee, when and if, actually paid;
    or
	 	 	 
	 	● 	in
    the case of a Payment Election, the product of (a) all of Licensee’s capital stock, membership units or similar securities
    or interests as of the Payment Election effective date (calculated on a fully diluted and as converted basis, assuming conversion
    of all outstanding convertible securities including without limitation convertible debt, warrants and options; all unissued
    shares reserved for issuance pursuant to equity incentive or similar incentive plans for employees, consultants, directors
    and so forth are deemed to be issued and outstanding times (b) the fair market value of a share of common stock, membership
    unit or other similar equity security of Licensee determined in accordance with the terms set forth below. Notwithstanding
    anything to the contrary set forth herein, the parties agree that any payment required pursuant to a Payment Election will
    occur in three (3) equal annual installments commencing not more than sixty (60) days after receipt by the Licensee of a payment
    request from The Regents. Upon receipt of a payment request, the Licensee shall apply all of its assets to any such redemption,
    and to no other corporate or organizational purpose, except to the extent prohibited by Delaware law governing distributions;
    and in the event Delaware law governing distributions to stockholders prevents the Licensee from making the full amount of
    such distribution, the Licensee shall pay the maximum amount it can consistent with such law, and shall pay the remaining
    amount as soon as it may lawfully do so under such law.


 


“Trailing
Consideration” means any payments due for any deferred or contingent consideration payable to Licensee or its
security holders including, without limitation, any post-closing milestone payment, escrow amount or holdback of
consideration. Any Trailing Consideration shall be payable within thirty (30) days after the actual receipt of such Trailing
Consideration by the Licensee or its security holders.


 




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For
purposes of clarification, payment of the Merger, Stock Sale or Asset Sale milestone payment shall be in priority and preference
to payment to any holders of equity securities of the Licensee.


 


The
fair market value of any securities or other property shall be determined by reference to the operative transaction agreement
for a respective Merger, Stock Sale or Asset Sale, provided that, if no such valuation is readily determinable from such operative
transaction agreement or in the event of a Payment Election, then for securities for which there is an active public market:


 


(a)
if traded on a securities exchange or the NASDAQ Stock Market, the value shall be deemed to be the average of the closing prices
of the securities on such exchange or market over the 30-day period ending three days prior to the closing of such transaction;
or


 


(b)
if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the 30-day period
ending three {3) days prior to the closing of such transaction. The method of valuation of securities subject to investment letters
or other similar restrictions on free marketability shall take into account an appropriate discount from the market value as determined
pursuant to clause


 


(a)
or (b) above so as to reflect the approximate fair market value thereof.


 


For
determination of fair market value of any security in the event there is no active public market, the value shall be the fair
market value thereof as either (i) determined in good faith by the Board of Directors of Licensee and as approved by The Regents,
such approval not to be unreasonably withheld, or (ii) determined by a third party appraiser appointed and paid for by Licensee,
if Licensee and The Regents cannot mutually agree on such fair market value.


 


For
purposes of this Paragraph 4.6, “Change of Control Transaction” means the earlier to occur of:


 


	(a)	any
    acquisition, consolidation, merger, reverse merger, share exchange, reorganization or other transaction or series of transactions
    in which (A) Licensee is a constituent party or (B) a subsidiary of Licensee is a constituent party and the Licensee issues
    shares of its securities pursuant to such transaction, and pursuant to which greater than 50% of the voting power of Licensee
    or subsidiary of Licensee is transferred to a third party (“Merger”),
	 	 
	(b)	the
    sale by one or more security holders of a majority of the voting power of the Licensee (“Stock Sale”), or
	 	 
	(c)
    	a
    sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions,
    by the Licensee or any subsidiary of the Licensee of all or substantially all of the assets of the Licensee and its subsidiaries,
    taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of
    the Licensee if substantially all of the assets of the Licensee and its subsidiaries taken as a whole are held by such subsidiary
    or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary
    of the Licensee (“Asset Sale”).


 


For
purposes of this Paragraph 4.6, “Payment Election” means the date The Regents submits a payment request to Licensee,
which may occur at The Regents sole and absolute discretion any time on or after seven (7) years following entry into this Ninth
Amendment.


 


The
payment required pursuant to this Paragraph 4.6 shall be a one-time payment obligation (provided, any Trailing Consideration
may occur pursuant to one or more payments in accordance with the terms of this Paragraph 4.6). The Company’s
obligation to pay any of the above payments will survive termination, expiration or assignment or transfer of this License;
provided Licensee closes a financing of at least Five Million Dollars ($5,000,000) before February 29,
2016.”


 




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	7.	Replace
                                         PARAGRAPH 5.2 in ARTICLE 5 (ROYALTIES) of the License Agreement with the following:



 


	 	“5.2	Licensee
    must pay to The Regents the following minimum annual royalties (referred to below as “Minimum Annual Royalty”)
    during each of the following calendar years (measured relative to the calendar year in which there was a First Commercial
    Sale, and referred to below as “Calendar Years after FCS”) for the life of this License Agreement:


 


	 	Calendar
    Years after FCS	 	Minimum
    Annual Royalty
	 	 	 	 
	 	First
    and Second 	 	Fifty
    Thousand Dollars ($50,000)
	 	Third
    and Fourth	 	One
    Hundred Thousand Dollars ($100,000)
	 	Fifth
    and Each Subsequent Year	 	Two
    Hundred Fifty Thousand Dollars
	 	of
    the term of the License Agreement	 	($250,000)


 


Licensee
must pay the Minimum Annual Royalty for a given Calendar Year after FCS to The Regents on or before February 28 of such Calendar
Year after FCS. The Minimum Annual Royalty for a given Calendar Year after FCS will be credited against the Earned Royalty due
and owing with respect to Net Sales made during the calendar year in which such Minimum Annual Royalty was paid. By way of example,
if FCS took place on February 1, 2008, the first Calendar Year after FCS would be 2009 and the Minimum Annual Royalty would be
due on or before February 28, 2009.”


 


	8.	Replace
    PARAGRAPH 6.3, including PARAGRAPH 6.3(iv), in ARTICLE 6 (DILIGENCE) of the License Agreement with the following:


 


	 	“6.3	The
    Regents has the right and option to either terminate this License Agreement or reduce Licensee’s exclusive license to
    a nonexclusive license if Licensee fails to perform any of the terms in Paragraph 6.1 or this Paragraph 6.3. This right, if
    exercised by The Regents, supersedes the rights granted in Article 2 (GRANT).


 


	 	6.3a	Select
    preferred NELL-I-producing cell line for use in connection with a Licensed Product or Licensed Method on or before December
    31, 2016;
	 	 	 
	 	6.3b
    	Initiate
    pre-clinical animal studies (e.g. toxicity) of a Licensed Product or Licensed Method on or before June 30, 2017;
	 	 	 
	 	6.3c
    	Initiate
    pre-clinical GLP study (as described in 21 CFR 58) of a Licensed Product or Licensed Method on or before June 30, 2018;
	 	 	 
	 	6.3d
    	Submit
    a Licensed Product or Licensed Method investigational device exemption (IDE) (or foreign equivalent) to the FDA (or foreign
    equivalent) on or before December 31, 2018;
	 	 	 
	 	6.3e
    	Initiate
    a Licensed Product or Licensed Method Pivotal Study on or before December 31, 2019;
	 	 	 
	 	6.3f	Submit
    a Licensed Product or Licensed Method PMA application (or foreign equivalent) on or before December 31, 2023;


 




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	 	6.3g
    	Secure
    a Licensed Product or Licensed Method FDA (or foreign equivalent) PMA approval (market approval) (or foreign equivalent) on
    or before December 31, 2024; and
	 	 	 
	 	6.3h
    	Achieve
    First Commercial Sale of a Licensed Product or Licensed Method on or before March 31, 2025”


 


	9.	Replace
    PARAGRAPH 9.1 in ARTICLE 9 (PROGRESS AND ROYALTY REPORTS) of the License Agreement with the following:


 


	 	“9.1	Beginning
    April 30, 2016, and for the term of this License Agreement, Licensee must submit to The Regents progress reports on or before
    the dates indicated according to the following schedule:


 


	 	9.la
    	Until
    submission to the FDA (or foreign equivalent) by Licensee (and any Affiliates, Joint Ventures and Sublicensees) of a PMA application
    (or foreign equivalent) for a Licensed Product or Licensed Method, every four (4) months by April 30, September 30 and December
    31;
	 	 	 
	 	9.lb
    	After
    submission to the FDA (or foreign equivalent) by Licensee (and any Affiliates, Joint Ventures and Sublicensees) of a PMA application
    (or foreign equivalent) for a Licensed Product or Licensed Method, semi-annually by January 31 and July 31.”


 


This
Ninth Amendment will become void ab initio if Licensee fails to close a financing of at least Five Million Dollars ($5,000,000)
before February 29, 2016. The License Agreement, as amended by this Ninth Amendment, constitutes the entire understanding between
the parties relating to the subject matter hereof and is hereby ratified and confirmed by the parties as it relates to the parties’
performance hereunder. Except as expressly amended by this Ninth Amendment, all other terms and conditions of the License Agreement
remain the same and shall be in full force and effect.


 


This
Ninth Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument. Facsimile, Portable Document Format (PDF) or photocopied signatures of the parties
will have the same legal validity as original signatures.


 




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IN
WITNESS WHEREOF, the parties have executed this Ninth Amendment by their duly authorized representatives for good and valuable
consideration.


 


	BONE
    BIOLOGICS CORPORATION	 	THE
    REGENTS OF THE UNIVERSITY OF CALIFORNIA
	 	 	 	 	 
	By:	/s/
    Stephen R. LaNeve 	 	By:	/s/ Earl Weinstein
	Name:	Stephen
    R. LaNeve 	 	Name:	Earl
    Weinstein
	Title:	Chief
    Executive Officer 	 	Title:	Associate
    Director of Licensing
	Date:	12/23/2015	 	Date:	_______________________


 




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