AMENDMENT NO. 3 TO LICENSE AGREEMENT BETWEEN MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH AND MIROMATRIX MEDICAL INC.

Exhibit 10.12

AMENDMENT NO. 3
TO
LICENSE AGREEMENT
BETWEEN
MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH
AND
MIROMATRIX MEDICAL INC.

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 000 xx Xxxxxx X X, Xxxxxxxxx, Xxxxxxxxx 00000-0000 (“MAYO”) and Miromatrix Medical Inc., a corporation having its principal place of business at 00000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxx 00000 (“COMPANY”) is hereby amended under the following terms:

1. The following invention disclosure and provisional patent application are determined to be jointly owned Intellectual Property, under the terms of Section 8. Intellectual Property Rights in the Agreement: Mayo Invention Disclosure # 2017-266: “Use of Resected Liver Serum for Whole Liver-Engineering”, Mayo Inventor - Xxxxx X. Xxxxxx M.D., Ph.D. and Provisional Patent Application Docket No.: 3242.007PRV Title: Use of Resected Liver Serum for Whole Liver-Engineering.

The terms of this Amendment No. 3 supersede any conflicting or inconsistent tem1s in the Agreement. All other provisions of the original Agreement remain in full force and effect.

This Agreement may be executed in any number of counterparts which, when taken together, will constitute an original, and photocopy, facsimile, electronic or other copies shall have the same effect for all purposes as an ink-signed original. Each Party hereto consents to be bound by photocopy or facsimile signatures of such Party’s representative hereto.

Mayo Foundation for Medical Education and Research				Miromatrix Medical Inc.
By	/s/Xxxxxx X. Xxxxx			By	/s/ Xxxx Xxxx
	Name:	Xxxxxx X. Xxxxx			Name:	Xxxx Xxxx
	Title:	Assistant Treasurer			Title:	CEO
Date: 9/15/2017				Date:	9/25/2017