Amendment No. 2 to the Amended and Restated License Agreement

Exhibit 10.8

Amendment No. 2

to the

Amended and Restated License Agreement

This Amendment (“Amendment”) is entered into as of January 14, 2006 (“Effective Date”) between Clinical Micro Sensors, Inc., with offices at 757 S. Raymond Avenue, Pasadena, CA 91105 (“Licensee”) and President and Fellows of Harvard College, with offices at 124 Mt. Auburn Streets, Suite 410 South, Cambridge, MA 02138 (“Harvard”)

WHEREAS, Harvard and Licensee are parties to an Amended and Restated License Agreement effective as of July 14, 1997 (“Agreement”) which was amended on June 7, 2005 in Amendment No. 1 to the Amended and Restated License Agreement; and

WHEREAS, Harvard and Licensee desire to further extend the time period for Licensee to demonstrate that a commercial sale of a device based on the Patent Rights has occurred; and

WHEREAS, Section 10.2 of the Agreement requires that all modifications to the Agreement be in writing and signed by each party.

NOW, THEREFORE, in consideration of the promises and mutual obligations contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, Harvard and Licensee agree as follows:

  Except as set forth herein, all capitalized terms not defined herein shall have the meanings given to them in the Agreement.

  Harvard and Licensee agree that the following sections of the Agreement are hereby modified to state as follows:

  “4.2(d)(iii)(3) By April 14, 2006, LICENSEE shall provide HARVARD with documentation of the commercial sale of at least   one device or service based on PATENT RIGHTS.”

  Except as specifically stated in this Amendment, the Agreement is, in all other respects, ratified, confirmed and continues in full   force and effect.

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the Effective Date first written above.

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