Exhibit 10.14

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FIFTH AMENDMENT TO DISTRIBUTION AGREEMENT

This FIFTH AMENDMENT TO DISTRIBUTION AGREEMENT (this “Amendment”) is made and entered into as of July 1, 2014 (the “Effective Amendment Date”) by and between Century Medical, Inc., a Japanese corporation with its principal place of business located at 1-11-2, Ohsaki, Shinagawa-Ku, Tokyo 141-8588, Japan (“DISTRIBUTOR”), and Cardica, Inc., a Delaware corporation with its principal place of business located at 900 Saginaw Drive, Redwood City, California 94063 USA (“COMPANY”).

R E C I T A L S

WHEREAS, DISTRIBUTOR and COMPANY have entered into that certain DISTRIBUTION AGREEMENT effective as of June 16, 2003, as amended by that FIRST AMENDMENT TO DISTRIBUTION AGREEMENT entered into March 30, 2007, as further amended by that SECOND AMENDMENT TO DISTRIBUTION AGREEMENT dated June 13, 2007, and as further amended by that AMENDMENT NO.3 TO DISTRIBUTION AGREEMENT dated January 24, 2008, and as further amended by that AMENDMENT NO.4 TO DISTRIBUTION AGREEMENT dated April 1, 2010 (collectively, the “Distribution Agreement”);

WHEREAS, in connection therewith, DISTRIBUTOR and COMPANY have agreed to amend certain provisions contained in the Distribution Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to and on the terms and conditions herein set forth, the parties hereto agree as follows:

                          “This Agreement and rights conferred on DISTRIBUTOR hereunder shall come into effect on the Effective Date. The term of this Agreement shall expire on July 31, 2019.”

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

8.1     “Purchase Prices and Terms.”

COMPANY shall sell the Products to DISTRIBUTOR at the prices set forth in Schedule 1. Payments on purchase orders shall be due at the end of the month immediately following the month of shipment of the Products to DISTRIBUTOR. Payment shall be made by wire transfer in U.S. funds to an account designated in writing by COMPANY. All shipments of Products shall be billed to DISTRIBUTOR at the price in effect for each Product in accordance with this Section 8.1 and Schedule 1, on the date of DISTRIBUTOR’s purchase order for such Products. All costs incurred in connection with any such wire transfer in the Territory shall be the responsibility of DISTRIBUTOR and all costs incurred in connection with any such wire transfer outside of the Territory shall be the responsibility of COMPANY. COMPANY shall have the right to change the prices of the Products no more than once each Contract Year after Contract Year 12, consistent with prices charged to third party international distributors of the Products, taking into consideration such factors as exchange rates, device specific reimbursement rates for the Products in the Territory, if any, competition, and the like, by notifying the DISTRIBUTOR in writing of any such change at least ninety (90) days prior to the effective date of any such change. Notwithstanding the foregoing, in no event shall any price increase exceed 5% of the then current price for such Product. Further, DISTRIBUTOR shall have the right to request a change in price, taking into consideration such factors as exchange rates, device-specific reimbursement rates for the Products in the Territory, if any, competition, and the like, by notifying COMPANY in writing of any such request and the reason for such request COMPANY shall consider in good faith.

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[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the Effective Amendment Date.

COMPANY:

CARDICA, INC.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

SCHEDULE 1.

PRODUCTS AND PRICES

In accordance with Section 8.1 of the Distribution Agreement, as amended, the price for Pas-Port Proximal Device shall be as follows.

If the selling price to DISTRIBUTOR exceeds [*] of COMPANY’s average U.S. selling price, then DISTRIBUTOR shall have the right to discuss pricing matters with COMPANY. COMPANY shall reasonably disclose its average U.S. selling price to DISTRIBUTOR upon written request by DISTRIBUTOR.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.