MIROMATRIX MEDICAL INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Delaware
This INVESTOR RIGHTS AGREEMENT (this "Agreement") is effective as of the 16th day of October, 2017, by and among MIROMATRIX MEDICAL INC., a Delaware corporation (the "Company"), and the persons and entities listed on the Schedule of Investors attached hereto as Exhibit A who hold Series B-2 Convertible Preferred Stock, as defined herein, (such persons and entities sometimes referred to herein, together with their transferees as permitted by Section 9 as the "Holders"). Together, the parties to this Agreement are referred to as the "Parties."
Patent and Know-How License Agreement-How License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
This Patent and Know-How License Agreement ("Agreement"), dated as of June 30, 2019 (the "Effective Date"), is by and between Miromatrix Medical Inc., a Delaware corporation ("Licensor"), and Reprise Biomedical, Inc., a Minnesota corporation ("Licensee") (collectively, the "Parties" or each, individually, a "Party").
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 3, 2017 (the “Effective Date”), by and between Miromatrix Medical Inc., a Delaware corporation (the “Company”) located in Minneapolis, Minnesota and Jeff Ross, a Minnesota resident (the “Executive”).
SECOND AMENDMENT TO SUB-LICENSE AGREEMENTSub-License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT (“Second Amendment”) is made to the Sub-License Agreement by and between Miromatrix Medical Inc., a Delaware corporation with .a principal place of business at 10399 West 70th Street, Eden Prairie; MN 55334 USA (hereinafter “Miromatrix”), and Texas. Heart Institute, a Texas non-profit corporation with a principal place of business 01.6770 Bertner, Suite C 550, Houston, Texas 77030 (hereinafter “THI”), which has an effective date of October 1, 2013 (“Agreement”). Miromatrix and THI may be referred to as a “Party” or, collectively, as “Parties.”
Amendment No. 2 to Patent and Know-How License AgreementLicense Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
This Amendment No. 2 to the Patent and Know-How License Agreement (this “Amendment”), amending that certain Patent and Know-How License Agreement (the “License Agreement”), dated as of June 30, 2019, by and between Miromatrix Medical Inc., a Delaware corporation (“Licensor”), and Reprise Biomedical, Inc., a Minnesota corporation (“Licensee”), is made as of February 22, 2021.
SUB-LICENSE AGREEMENTSub-License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
** In lieu of fractional shares, the Shares to be issued by the Company to Subscriber hereunder are being rounded up to the nearest whole share (i.e., 666,667 Shares).
Amendment No. 1 to Patent and Know-How License AgreementLicense Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
This Amendment No. 1 to the Patent and Know-How License Agreement (this “Amendment”), amending that certain Patent and Know-How License Agreement (the “License Agreement”), dated as of June 30, 2019, by and between Miromatrix Medical Inc., a Delaware corporation (“Licensor”), and Reprise Biomedical, Inc., a Minnesota corporation (“Licensee”), is made as of October 3, 2019.
LICENSE AGREEMENT AMENDMENT #5License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 (“Miromatrix”) and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First Street SW, Rochester, MN 55905 (“Mayo”) executed a License Agreement (the “Agreement”) for Services as outlined in the Agreement.
LICENSE AGREEMENT AMENDMENT #7License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 ("Miromatrix") and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First Street SW, Rochester, MN 55905 ("Mayo") executed a License Agreement (the "Agreement") for Services as outlined in the Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 14, 2020, is entered into between Reprise Biomedical, Inc., a Minnesota corporation (the “Company”), and Miromatrix Medical Inc., a Delaware corporation (“Seller”).
FIRST AMENDMENT TO SUB-LICENSE AGREEMENTSub-License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
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.”
COLLABORATION AGREEMENTCollaboration Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • New York
THIS COLLABORATION AGREEMENT (the “Agreement”) is entered into as of the 19th day of October 2015 (the “Effective Date”), by and between Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 10399 West 70th Street, Eden Prairie, MN 55344, (“Miromatrix”), and Icahn School of Medicine at Mount Sinai, a New York not for profit education corporation with an address at One Gustave L. Levy Place, New York, NY 10029 (“Mount Sinai”), each hereinafter referred to as a “Party” and jointly as “Parties”.
LICENSE AGREEMENTLicense Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
THIS AGREEMENT is entered into as of the 15th day of September 2013 (the “Effective Date”), by and between Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347, (“Miromatrix”), and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First Street SW, Rochester, MN 55905 (“Mayo”).
LICENSE AGREEMENTLicense Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
THIS AGREEMENT is entered into as of the 1st day of December 2014 (the “Effective Date”), by and between Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347, (“Miromatrix”), and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First Street SW, Rochester, MN 55905 (“Mayo”).
Amendment No. 1 to COLLABORATION AGREEMENT between Icahn School of Medicine at Mount Sinai and MiromatrixCollaboration Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
This Amendment No.1 (the "Amendment"), effective as of April 27, 2016, is entered into by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, having a principal business address at One Gustave L. Levy Place, New York, NY 10029 ("Mount Sinai") and Miromatrix, a Delaware corporation with a principal place of business at 10399 West 70th Street, Eden Prairie, MN 55344 ("Miromatrix").
FOURTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
THIS FOURTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the "Fourth Amendment") is made and entered effective as of the date of the last signature (the "Fourth Amendment Effective Date"), by and between Regents of the University of Minnesota (the "University"), a Minnesota constitutional corporation under the laws of the state of Minnesota, having a place of business at 200 Oak Street, SE, Suite 280, Minneapolis, Minnesota 55455, and Miromatrix Medical Inc., a corporation under the laws of the State of Delaware, having a business address of 10399 West 70th Street, Eden Prairie, MN 55344 (the "Company") (each a "Party" and collectively, the "Parties").
LICENSE AGREEMENT AMENDMENT #1License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
WHEREAS, effective as of December 1, 2014, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347 ("Miromatrix") and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First Street SW, Rochester, MN 55905 ("Mayo") executed a License Agreement (the "Agreement") for Services as outlined in the Agreement.
University of Minnesota FIRST AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the “Amendment 1ST “) is entered into this 17th day of November, 2010 by and between Regents of the University of Minnesota, a Minnesota constitutional corporation under the laws of the state of Minnesota, having a place of business at 1000 Westgate Drive, Suite 160, St. Paul, MN 55114 (the “UNIVERSITY”), and Miromatrix Medical Inc., a corporation under the laws of the state of Delaware, having a business address of 18683 Bearpath Trail, Eden Prairie, MN 55347 (the “COMPANY”).
LICENSE AGREEMENTLicense Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
THIS AGREEMENT is entered into as of the 1st day of January 2011 (the "Effective Date"), by and between Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347, ("Miromatrix"), and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First Street SW, Rochester, MN 55905 ("Mayo").
University of Minnesota SECOND AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the “Amendment Second”) is entered into and effective as of the date of last signature (the “Second Amendment Effective Date”) by and between Regents of the University of Minnesota, a Minnesota constitutional corporation under the laws of the state of Minnesota, having a place of business at 1000 Westgate Drive, Suite 160, St. Paul, MN 55114 (the “University”), and Miromatrix Medical Inc. a corporation under the laws of the state of Delaware having a business address of 18683 Bearpath Trail, Eden Prairie, MN 55347 (the “Company”) (The University or the Company may be referred to below as a “Party” or jointly as the “Parties”).
AMENDMENT #2Miromatrix Medical Inc. • May 6th, 2021 • Biological products, (no disgnostic substances)
This Amendment No. 2 (this "Second Amendment"), effective as of April 6, 2021, is entered into by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, having a principal business address at One Gustave L. Levy Place, New York, NY 10029 ("Mount Sinai"), and Miromatrix Medical Inc., a Delaware corporation with a principal place of business at 10399 West 70th Street, Eden Prairie, MN 55344 ( "Miromatrix").
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
AMENDMENT NO. 3 TO LICENSE AGREEMENT BETWEEN MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH AND MIROMATRIX MEDICAL INC.License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
THIS Amendment No. three (“Amendment No. 3”), effective as of February, 21, 2017, to the License Agreement (“Agreement”) with an effective date of December 1, 2014, between Mayo Foundation for Medical Education and Research, a Minnesota charitable corporation having its principal place of business at 200 pt Street S W, Rochester, Minnesota 55905-0001 (“MAYO”) and Miromatrix Medical Inc., a corporation having its principal place of business at 18683 Bearpath Trail, Eden Prairie, Minnesota 55347 (“COMPANY”) is hereby amended under the following terms:
LICENSE AGREEMENT AMENDMENT #2License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
WHEREAS, effective as of December 1, 2014, and as further amended September 20, 2016, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 10399 West 70th Street, Eden Prairie, MN 55344 ("Miromatrix") and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First Street SW, Rochester, MN 55905 ("Mayo") executed a License Agreement (the "Agreement") for Services as outlined in the Agreement.
THIRD AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
THIS THIRD AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the “Third Amendment”) is made and entered effective as of the date of the last signature (the “Third Amendment Effective Date”), by and between Regents of the University of Minnesota (the “University”), a Minnesota constitutional corporation under the laws of the state of Minnesota, having a place of business at 200 Oak Street, SE, Suite 280, Minneapolis, Minnesota 55455, and Miromatrix Medical Inc., a corporation under the laws of the state of Delaware having a business address of 18683 Bearpath Trail, Eden Prairie, MN 55347 (the “Company”) each a “Party” and collectively, the “Parties”).
FIFTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
THIS FIFTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the “Fifth Amendment”) is made and entered effective as of the date of the last signature (the “Fifth Amendment Effective Date”), by and between Regents of the University of Minnesota (the “University”), a Minnesota constitutional corporation under the laws of the state of Minnesota, having a place of business at 200 Oak Street, SE, Suite 280, Minneapolis, Minnesota 55455, and Miromatrix Medical Inc., a corporation under the laws of the State of Delaware, having a business address of 10399 West 70th Street, Eden Prairie, MN 55344 (the “Company”) (each a “Party” and collectively, the “Parties”).
LICENSE AGREEMENT AMENDMENT #4License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
WHEREAS, effective as of December 1, 2014, and as further amended September 20, 2016, September 12, 2017, and February 21, 2017, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 ("Miromatrix") and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First Street SW, Rochester, MN 55905 ("Mayo") executed a License Agreement (the "Agreement") for Services as outlined in the Agreement.
LICENSE AGREEMENT AMENDMENT #6License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 (“Miromatrix”) and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First Street SW, Rochester, MN 55905 (“Mayo”) executed a License Agreement (the “Agreement”) for Services as outlined in the Agreement.
