Exhibit 10.14


 


AMENDMENT #5 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, Amendment #2, Amendment #3, and Amendment #4 to the
Joint Development Agreement executed by the parties on April 21, 2014, July 1, 2015, and March 13, 2015, and May 1, 2015, respectively
(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 Exhibit A, Task 1.6, Task 1.6 shall be deleted in its entirety
and replaced with Exhibit A, Task 1.6 attached hereto.



 


		2.	With respect to Exhibit A, Task 3.1, Task 3.1 shall be deleted in its entirety
and replaced with Exhibit A, Task 3.1 attached hereto.



 


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



 


		4.	After full execution of this Amendment #5, the Agreement shall be deemed to include the modifications and amendments herein.



 


IN WITNESS WHEREOF,
the parties have caused this Amendment #5 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:	May 5, 2015	 	Date:	May 5, 2015






    	1



    	 



    




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 (1) evaluate the response of approximately 48 sensor element candidates against representative terpenes at various vapor
    concentrations, (2) reformulate sensor chemistries for cannabis strain matching applications to facilitate automated production,
    and (3) develop a procedure for quantitative calibration and quality control assessment of cannabis strain identification
    sensors for 16 key sensor elements to be selected by CDX no later than May 21, 2015.
	Key
    deliverables and deadlines	● Development
        of reformulated sensor chemistries for automated production (completed by May 5, 2015)

         

        ● Delivery
        of a presentation on the results of testing of candidate sensor elements against representative terpenes at various concentrations
        (completed by May 18, 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 June 5, 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 sensor arrays (pre-calibrated and quality-control checked with refined procedure) to CDX
        for further testing and data collection (completed by June 12, 2015)

	Performance
    time	13
    weeks
	Anticipated
    start date	March
    16, 2015
	Anticipated
    completion date	June
    12, 2015
	Total
    budget	 
	Payment
    schedule	●
                      upon initiation of task (due by March 31,
        2015)

         

        ●               
        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 a            for 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 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 sensor arrays
    (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 May 29, 2015)

         

        ●
        Delivery of one-hundred (100) initial prototype             
        and recommended testing protocols to a delivery address to be provided by CDX (shipped by May 29, 2015)

         

        ●
        Design, fabrication, and benchmarking of reformulated             
        and testing against pesticides and organic chemical residues both ex situ and on representative media (completed
        by July 31, 2015)

         

        ●
        Delivery of one-hundred (100) reformulated prototype             
        and recommended testing protocols to a delivery address to be provided by CDX (shipped by July 31, 2015)

         

        ●
        Design, fabrication, and benchmarking of optimized             
        and testing against pesticides and organic chemical residues both ex situ and on representative media (completed
        by September 25, 2015)

         

        ●
        Delivery of one-hundred (100) optimized prototype             
        and recommended testing protocols to a delivery address to be provided by CDX (shipped by September 25, 2015)

	Performance
    time	31
    weeks
	Anticipated
    start date	March
    1, 2015
	Anticipated
    completion date	September
    25, 2015
	Total
    budget	$
	Payment
    schedule	●
                      upon initiation of task (due by March 31,
        2015)

         

        ●
                      upon
shipment of reformulated prototype             July 31, 2015 (due within
30 days of invoice)

         

        ●
                      upon
        shipment of optimized prototype             September 25, 2015
        (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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