Exhibit
10.12


 


AMENDMENT
#3 TO JOINT DEVELOPMENT AGREEMENT


 


WHEREAS,
CDx, Inc. ("CDX") and Next Dimension Technologies, Inc. ("NDT") are parties to a Joint Development Agreement
executed by the parties on November 1, 2013, as modified by Amendment #1 to the Joint Development Agreement executed by the parties
on April 21, 2014 and Amendment #2 to the Joint Development Agreement executed by the parties on July 1, 2015 (the "Agreement");
and


 


WHEREAS,
pursuant to Paragraph 11.3 of the Agreement, both parties now desire to further modify and amend the 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.With
respect to Paragraph 2.2, this paragraph shall be deleted in its entirety and replaced with the following:


 


"2.2
Task Authorization. NDT must not undertake any Task as defined in Exhibit A until CDX has provided written authorization
to NDT to do so. Notwithstanding the foregoing, NDT is authorized to undertake Task 1.1, Task 1.2, Task 1.3, Task 1.4, Task 1.5,
Task 1.6, Task 2.1, and Task 3.1 as set forth in Exhibit A."


 


2.
With respect to Exhibit A, Task 1.2, Task 1.2 shall be deleted in its entirety and replaced with Exhibit A, Task 1.2 attached
hereto.


 


3.
With respect to Exhibit A, Task 1.3, Task 1.3 shall be deleted in its entirety and replaced with Exhibit A, Task 1.3 attached
hereto.


 


4.With
respect to Exhibit A, Exhibit A is amended to include Task 1.4, attached hereto.


 


5.With
respect to Exhibit A, Exhibit A is amended to include Task 1.5, attached hereto.


 


6.With
respect to Exhibit A, Exhibit A is amended to include Task 1.6, attached hereto.


 


7.With
respect to Exhibit A, Exhibit A is amended to include Task 3.1, attached hereto.


 


8.
All remaining terms and conditions of Agreement remain in full force and effect, as modified and amended hereby and are
hereby ratified by the parties.


 


9.
After full execution of this Amendment #3, the Agreement shall be deemed to include the modifications and amendments herein.


 






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IN
WITNESS WHEREOF, the parties have caused this Amendment #3 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:	President	 	Title:	President
	 	 	 	 	 
	Date:	March 13, 2015	 	Date:	March 13, 2015


 






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Task
1.2: Development of a                     for
quantitative detection of THC and CBD


 





	Task objective	NDT
    will develop a
                             that
    is capable of quantitatively detecting THC and CBD in cannabis flower samples. At the conclusion or the task, NDT
    will deliver 100 prototype samples of the final
                             CDX
    for further testing and evaluation.
	Key deliverables and deadlines	
        ●Delivery of an oral presentation on
        the status of the  development program (to be scheduled following week 6)

         

        ●Delivery or an oral presentation on
        the status of the development program (to be scheduled following week 12)

         

        ●Delivery or an oral presentation on
        the status of the development program (to be scheduled during week 64, tentatively July 31, 2015)

         

        ●Delivery of one hundred (100)             with
        recommended testing protocols to a delivery address to be provided by CDX (shipped by week 64, tentatively July 31, 2015).

	Performance time	64 weeks
	Anticipated start date	May 19, 2014
	Anticipated completion date	July 31, 2015
	Total budget	$
	Payment schedule	
        ●           upon completion of week 6 (due within
        10 days of invoice)

         

        ●           upon completion of week 12 (due within
        10 days of invoice)

         

        ●           upon completion of week 64 (due within
        30 days of invoice)

	Disclaimer	NDT will use reasonable efforts to achieve the performance goals and specifications set forth by CDX. Notwithstanding, the proposed work is developmental in nature, and thus NDT makes no representation and provides no guarantee that any performance goals or specifications set forth by CDX will be attained.




 






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Task 1.3: Fabrication and delivery of
a prototype detection system for
                    evaluation


 


	Task
    objective	NDT
                                                                                                                                                                 will fabricate and retain                          readout systems as replacements for damaged units lent to CDX under a Joint Development
                                                                                                                                                                 Agreement executed by the parties on November 1, 2013.

	Key
    deliverables and deadlines	●Fabrication
    of 2 prototype                     (on or before October 1, 2014)
	Performance
    time	14
    weeks
	Anticipated
    start date	July
    1, 2014
	Anticipated
    completion date	October
    1, 2014
	Total
    budget	 
	Payment
    schedule	●            upon
    delivery of invoice (due by March 31, 2015)
	Disclaimer	NDT
    will use reasonable efforts to achieve the performance goals specified by CDX. Notwithstanding, the proposed work is developmental
    in nature, and thus NDT makes no representation and provides no guarantee that the performance goals specified by CDX will
    be attained.



 






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Task
1.4: Fabrication of                  for
cannabis flower strain identification on NDT legacy detection platform


 





	Task
    objective	NDT
    will fabricate, benchmark, and deliver 10 prototype identical to those produced and delivered in Task 1.1 for the discrimination
    of cannabis flower strains.
	Key
    deliverables and deadlines	●Fabrication
        and benchmarking of a                      identical
        to those delivered under Task 1.1 (completed by week 2, tentatively October 17, 2014)

         

        ●Delivery
        of ten (10)              CDX for further testing
        and data collection (completed by week 3, tentatively October 17, 2014).

         

	Performance
    time	3
    weeks
	Anticipated
    start date	September
    29, 2014
	Anticipated
    completion date	October
    17, 2014
	Total
    budget	$
	Payment
    schedule	                 upon
    shipment of                (due by March 31,
    2015)
	Disclaimer	NDT
    will use reasonable efforts to achieve the performance goals and specifications set forth by CDX. Notwithstanding, the proposed
    work is developmental in nature, and thus NDT makes no representation and provides no guarantee that any performance goals
    or specifications set forth by CDX will be attained.




 






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Task
1.5: Fabrication of                        for
cannabis strain identification on new detection platform


 





	Task objective	NDT
    will fabricate and deliver 350
    prototype                            
    for the discrimination of cannabis flower strains. Prior to fabrication of the prototype sensor arrays, NDT will evaluate
    data obtained by CDx to determine sensor film modifications that will likely improve performance and increase sensor
    lifetime.
	Key deliverables and deadlines	
        ●Delivery of an oral presentation
        describing the re-formulation of sensor chemistries for the new sensor substrate (Completed in 4 weeks, tentatively October 28,
        2014)

         

        ●Delivery
        of three hundred fifty         (350) prototype              to CDX for further testing and data collection (completed by week 20,
        tentatively February 13, 2015).

	Performance time	20 weeks
	Anticipated start date	September 29, 2014
	Anticipated completion date	February 13, 2015
	Total budget	 
	Payment schedule	              upon delivery of              (due March 31, 2015)
	Disclaimer	NDT will use reasonable efforts to achieve the performance goals and specifications set forth by CDX. Notwithstanding, the proposed work is developmental in nature, and thus NDT makes no representation and provides no guarantee that any performance goals or specifications set forth by CDX will be attained.




 






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Task
1.6: Development of reformulated sensor chemistries and a quantitative quality control (QC)
and calibration procedure for cannabis strain identification sensors


 





	Task objective	NDT will develop (1) reformulate( sensor chemistries for cannabis strain matching applications to facilitate automated production, and (2) a procedure for quantitative calibration and quality control assessment of cannabis strain identification sensors developed under Task 1.1.
	Key deliverables and deadlines	
        ●Development
        of reformulated sensor chemistries for automated production (completed by week 5, tentatively April 15, 2015)

         

        ●Development
        of a preliminary quality control protocol and delivery of one-hundred (100)
                             (pre-calibrated         and quality-control checked with a preliminary procedure) to CDX for further testing and data
        collection; sensors will be accompanied         with recommended testing protocols (completed by week 7, tentatively April
        30, 2015).

         

        ●Development
        of a refined quality control protocol that incorporates specific feedback received from CDX on or before May 15, 2015.
        Delivery of 100 prototype                     (pre-calibrated and quality-control checked with refined procedure) to CDX
        for further testing and data collection; sensors will be accompanied with recommended testing protocols (completed by week 11,
        tentatively May 29, 2015)

	Performance time	11 weeks
	Anticipated start date	March 16, 2015
	Anticipated completion date	May 29, 2015
	Total budget	$
	Payment schedule	
        ●$           upon
        initiation of task (due by March 31, 2015)

         

        ●S           upon
        delivery of preliminary(due within 30 days of invoice) 

         

        ●$           upon
delivery of refined(due within 30 days of invoice)

	Disclaimer	NDT will use reasonable efforts to achieve the performance goals and specifications set forth by CDX. Notwithstanding, the proposed work is developmental in nature, and thus NDT makes no representation and provides no guarantee that any performance goals or specifications set forth by CDX will be attained.




 






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Task
3.1: Development of a prototype                   for
detection of pesticide and organic chemical residue on cannabis flower and on produce


 





	Task objective	NDT
    will develop afor the detection of various pesticides and organic chemical residues on cannabis flower and on produce.
    This task will involve the fabrication, benchmarking, and testing of sensors against 5-10 distinct pesticide residues and/or
    organic chemical vapors on 3 representative media (cannabis flower, a vegetable, and a fruit). Through the duration of the
    task, NDT will deliver prototype samples of the(along with recommended testing protocols) to CDX for testing and
    evaluation.
	Key deliverables and deadlines	
        ●Design,
fabrication and benchmarking of initial                and preliminary testing against pesticides and organic chemical residues (completed
by week 9 tentatively April 30, 2015)

         

        ●Delivery
of one-hundred (100) initial prototype                and recommended testing protocols to a delivery address to be provided by CDX
(shipped by week 9, tentatively April 30, 2015)

         

        ●Design,
fabrication, and benchmarking of reformulated                 and testing against pesticides and organic chemical residues both ex
situ and on representative media (completed by week 18, tentatively June 30, 2015)

         

        ●Delivery
of one-hundred (100) reformulated prototype                and recommended testing protocols to a delivery address to be provided by
CDX (shipped by week 18, tentatively June 30, 2015)

         

        ●Design,
fabrication, and benchmarking of optimized                and testing against pesticides and organic chemical residues both ex situ
and on representative media (completed by week 27, tentatively August 31, 2015)

         

        ●Delivery
        of one-hundred (100) optimized prototype                and
        recommended testing protocols to a delivery address to be provided by CDX (shipped by week 27, tentatively August 31,
        2015)

	Performance time	27 weeks
	Anticipated start date	March 1, 2015
	Anticipated completion date	August 31, 2015
	Total budget	$
	Payment schedule	
        ●            upon initiation
        of task (due by March 31, 2015)

         

        ●            upon completion of week 18 (due
        within 30 days of invoice)

         

        ●            upon completion of week 27 (due
        within 30 days of invoice)

	Disclaimer	NDT will use reasonable efforts to achieve the performance goals and specifications set forth by CDX. Notwithstanding, the proposed work is developmental in nature, and thus NDT makes no representation and provides no guarantee that any performance goals or specifications set forth by CDX will be attained.




 


 


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