Fourth Amendment to the Amended License Agreement by and among Princeton University The University of Southern California, The Regents of the University of Michigan And NanoFlex Power Corporation

Exhibit 10.4

Fourth Amendment to the Amended License Agreement

by and among

Princeton University

The University of Southern California,
The Regents of the University of Michigan

And

NanoFlex Power Corporation

This Fourth Amendment, made and entered into on August 22, 2016, to the Amended License Agreement dated May 1, 1998 (“Agreement”), is among the University of Southern California, a California non-profit corporation with a principle place of business of business at 1150 5. Olive Street, Suite 2300, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (“USC”); the Trustees of Princeton University, a not-for-profit education Institution organized and existing under the laws of the state of New Jersey (“Princeton”); the Regents of the University of Michigan, a Michigan not-for profit corporation, having an office at 0000 Xxxxx Xxxxxxx, 2’ Floor, Xxx Xxxxx, Xxxxxxxx 00000-0000 (“Michigan”); and NanoFlex Power Corporation, a corporation organized under the laws of Florida, having its principle office at 00000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxxxx 00000 (“NPC”)and together with USC, Princeton, and Michigan, the “Parties”). Unless otherwise noted, capitalized terms in this Fourth Amendment will have the definitions given to them in the Agreement.

The Parties now desire to amend the Agreement, effective August 22, 2016, to modify the Agreement as follows and to confirm the following matter:

1. Section 4.2(d)(i) is added to the Agreement and reads In Its entirety as follows:

4.2(d)(i), The nonrefundable minimum royalties, pursuant to 4.2(d), that were due for 2014 and 2015, totaling $65,000, shall be paid according the following schedule (the “Payment Plan”).

Payment Due Date		Payment Amount
September 30, 2016		$	16,250
December 31, 2016		$	16,250
March 31, 2017		$	16,250
June 30, 2017		$	16,250

The Payment Plan applies only to the minimum royalties for 2014 and 2015 and shall not affect the due date or amount of any other minimum royalty in section 4.2(d) of the Agreement.

2. The parties wish to remove the term “Research Program” from Section 4 of the Third Amendment. Therefore, Section 4 of the Third Amendment to the Agreement shall be replaced with the following:

“Unless otherwise expressly agreed in writing, this Third Amendment shall apply to the Patent Rights and all inventions conceived or discovered under the 2013 Sponsored Research Agreement, the 1998 Sponsored Research Agreement, the 2004 Sponsored Research Agreeement, the 2006 Sponsored Research Agreement, and the 2009 Sponsored Research Agreement. As used in the Agreement, the term “Sponsored Research Agreement” shall include the 2013 Sponsored Research Agreement, the 1998 Sponsored Research Agreement, the 2004 Sponsored Research Agreement, the 2006 Sponsored Research Agreement, and the 2009 Sponsored Research Agreement.”

3. Except as modified by this Fourth Amendment, all of the provisions of the Agreement (as amended to date) are hereby ratified and confined to be in full force and effect, and shall remain in full force and effect.

[Remainder of Page Intentionally Left Blank]

Each party acknowledges that it knows and understands the contents of this Agreement, has had an opportunity to be represented by counsel of its choice in connection with this Agreement, and has executed this Agreement voluntarily.

University of Southern California			The Regents of the University of Michigan
By:	/s/ Xxxxxxx Xxxxxxx		By:	/s/ Xxxxxxx X. Xxxxxx
Name:	Xxxxxxx Xxxxxxx		Name:	Xxxxxxx X. Xxxxxx
Title:	Director of Technology Licensing and New Ventures		Title:	Assoc VP, U-M Tech Transfer
Date:	8/22/16		Date:	8/25/16
The Trustees of Princeton University			NanoFlex Power Corporation
By:	/s / Xxxx Xxxxxx		By:	/s/ Xxxx Xxxxx
Name:	Xxxx Xxxxxx		Name:	Xxxx Xxxxx
Title:	Director, OTL		Title:	Chief Financial Officer
Date:	8/25/16		Date:	8/22/2016