First Amendment to the Sub-License Agreement, dated April 1, 2014, between the Registrant and Texas Heart Institute

Exhibit 10.18

FIRST AMENDMENT TO SUB-LICENSE AGREEMENT

THIS FIRST AMENDMENT (“First Amendment”) is made to the Sub-License Agreement by and between Miromatrix Medical Inc., a Delaware corporation with a principal place of business at 18683 Bearpath Trail, Eden Prairie, MN 5534 7 USA (hereinafter “Miromatrix”), and Texas Heart Institute, a Texas non-profit corporation with a principal place of business at 6770 Bertner, Suite C 550, Houston, Texas 77030 (hereinafter “THI”), which has an effective date of October 2013 (“Agreement”). Miromatrix and THI may be referred to as a “Party” or, collectively, as “Parties.”

RECITALS

WHEREAS, the Parties desire to amend the Agreement as set forth below;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound thereby, the Parties agree as follows:

Section 2.1 of the Agreement is deleted and replaced with amended Section 2.1 below. Amended Section 2.1 is effective as of the __ day of April, 2014 (“First Amendment Effective Date”). All other Sections, terms, and provisions of the Agreement remain unchanged and in full effect:

Amended Section 2.1 Grant of Sub-License. Subject to the terms and conditions contained in this Agreement, and in consideration for the research and development of Products by THI for commercialization by Miromatrix, Miromatrix grants to THI an exclusive, even as to Miromatrix, non-transferrable, non-sub-licensable, worldwide license under the Miromatrix Patents for performance of research in the Product Area and the development of Products in accordance with the terms and conditions hereinafter set forth. Notwithstanding the foregoing or any other term or provision of this Agreement, subject to, in each instance, prior written approval by Miromatrix (which it may withhold in its sole and absolute discretion) THI may grant sub- licenses under the Miromatrix Patents to third parties (“Authorized Sub-Licensees”), provided: (i) the sub-license extends solely to research performed in the Product Area for the benefit of THI and does not extend to any clinical or commercialization activities; (ii) the Authorized Sub- Licensees agree in a separate agreement to be executed by Miromatrix, THI, and the respective Authorized Sub-licensee, in substantially the form attached to this First Amendment as Exhibit 1, that all intellectual property in the Product Area conceived in the performance of such research is assigned to THI with no rights remaining in the Authorized Sub-Licensees (the “Sub-License IP”) and the results and data from such research shall be provided solely to THI and Miromatrix, both of which may use and license such results and data in the Product Area as provided for in the Agreement; and (iii) all patents and patent applications issued or filed on the Sub-License IP shall automatically be included in the definition of THI Patents. The Parties agree that the foregoing license to THI includes the right to research and develop parts of the heart, including, but not limited to, heart valves, cardiac patches, blood vessels, AV node, and the like, provided THI is conducting such research and development of parts of the heart solely in furtherance of THI’s research and development of Products; provided, that this shall not be construed as a license to conduct clinical trials of, or sell, offer to sell, have sold, supply or import or otherwise commercialize or have commercialized, parts of the heart (including, without limitation, heart valves, cardiac patches, blood vessels, AV node and the like). The foregoing license shall be retroactive to the first publication date of a patent application falling within the Miromatrix Patents. Miromatrix represents and warrants that it possesses all rights to bring demands, claims, and causes of action against the THI, and THI’s representatives, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors and assigns (collectively the “Released Parties”) for infringement of the Miromatrix Patents, and that such demands, claims, and causes of action are within the scope of the license set forth in this Section 2.1.

IN WITNESS WHEREOF, the parties hereto have duly executed this First Amendment to the Agreement.

SUB-LICENSE AGREEMENT

THIS SUB-LICENSE AGREEMENT is entered into by and between Miromatrix Medical Inc., a Delaware corporation with a principal place of business at 18683 Bearpath Trail, Eden Prairie, MN 55347 USA (hereinafter “Miromatrix”), Texas Heart Institute, a Texas non-profit corporation with a principal place of business at 6770 Bettner, Suite C 550, Houston, Texas 77030 (hereinafter “THI”), and _____________________________ (“Sub-Licensee”), and has an Effective Date of _______________________ (“Agreement”). Miromatrix, THI, and Sub-Licensee may be referred to as a “Party” or, collectively, as “Parties.”

RECITALS

WHEREAS, Miromatrix is engaged in the research, development, manufacture and marketing of perfusion decellularization and recellularization technology and the products that are created utilizing such technology;

WHEREAS, Miromatrix and THI have executed a license agreement that grants THI a sub-license in and to certain patents and patent applications owned and/ or licensed by Miromatrix, including a first amendment to the license agreement ( collectively the “THI License Agreement”);

WHEREAS, THI desires to grant to Sub-Licensee a sub-license under the THI License Agreement for research to be performed by Sub-Licensee at the request of THI; and

WHEREAS, THI believes the Research may foster developments in the Product Area (as defined below).

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound thereby, the Parties agree as follows:

DEFINITIONS

SECTION 1 

SUB-LICENSE GRANT

SECTION 2 

FEE AND EXPENSES

SECTION 3 

MATERIAL AND RESEARCH

SECTION 4 

CONFIDENTIAL INFORMATION

SECTION 5 

TERM AND TERMINATION

SECTION 6 

MISCELLANEOUS

SECTION 7 

If to THI, to:

Texas Heart Institute, Inc.

Attention: Chief Executive Officer and Medical Director

6770 Bettner, Mail Code 3-116

Houston, Texas 77030

With a Copy to:

Eric Wade, Esq.

Porter Hedges, LLP

1000 Main Street, 36th Floor

Houston, Texas 77002

If to Miromatrix, to:

Miromatrix Medical Inc.

Attention: President and CEO

18683 Bearpath Trail

Eden Prairie, Minnesota 55347

With a copy to:

Joseph Alexander, Esq.

Maslon Edelman Borman & Brand, LLP

3300 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402

If to Sub-Licensee, to:

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement.