Exhibit 10.2

FIRST AMENDMENT TO THE
EXCLUSIVE PATENT SUBLICENSE AGREEMENT

THIS FIRST AMENDMENT TO THE EXCLUSIVE PATENT SUBLICENSE AGREMENT (this “Sublicense Amendment Agreement”) is made as of November 29, 2016 (the “Effective Date”) by and between CDx, Inc., a Delaware corporation with its principal place of business at 6335 Ferris Square, Suite B, San Diego, CA 92121 (“CDx”), and Next Dimension Technologies, Inc., a California corporation with its principal place of business at 1 West Mountain Street, #11, Pasadena, CA 91103 (“NDT”). CDx and NDT are sometimes referred to herein individually as the “Party” or collectively as the “Parties”.

RECITALS

WHEREAS, CDx and NDT are parties to an Exclusive Patent Sublicense Agreement that took effect on April 24, 2015 (the “Sublicense Agreement”); and

WHEREAS, CDx and NDT are parties to additional agreements, including a Joint Development Agreement executed by the Parties on November 1, 2013, as modified by Amendment #1, Amendment #2, Amendment #3, Amendment #4, Amendment #5, Amendment #6, and Amendment #7 to the Joint Development Agreement executed by the parties on April 21, 2014, July 1, 2014, March 13, 2015, May 1, 2015, May 5, 2015, August 4, 2015, and February 22, 2016 respectively (collectively the “Joint Development Agreement”), and a Supply Agreement executed by the Parties on May 19, 2015 as amended on August 14, 2015 (collectively, the “Supply Agreement”); and

WHEREAS, CDx desires to reduce its future minimum royalty obligations from                                per year to                            per year and to waive certain other past payment obligations in consideration of certain payment of past royalty obligations and further modifications and amendments to the Sublicense Agreement, the Supply Agreement, and the Joint Development Agreement; and

WHEREAS, both parties now desire to further modify and amend the Sublicense Agreement.

NOW, THEREFORE, in consideration of the mutual undertakings of the parties as set forth below as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, CDx and NDT do hereby mutually agree as follows:

“During the Term and in further consideration of the rights and licenses granted by NDT hereunder, CDx shall pay to NDT minimum annual royalties in the amount of                                                         , which amount shall be payable in equal quarterly installments and which shall be creditable against the royalties payable to NDT pursuant to Sections 3.3 and 3.4. This minimum annual royalty shall be reduced to                                                         beginning on January 1, 2017. For any partial calendar year, such minimum annual royalty shall be determined on a pro rata basis.”

The Parties agree that the amendment to Paragraph 3.5 set forth in this Section 2 shall be retroactive to the effective date of the Sublicense Agreement.

“All royalties hereunder shall be computed on a quarterly basis for the quarters ending March 31^st, June 30^th, September 30^th, and December 31^st of each calendar year. Minimum royalty payments due pursuant to Paragraph 3.5 shall be due on the last day of each quarter and additional royalties pursuant to this Agreement shall be due and payable within ninety (90) days after the end of such quarter. All late payments of royalties due under this Agreement shall incur a                     penalty.”

“(f) By NDT for Non-Payment. NDT may terminate this Agreement immediately upon written notice if CDx fails to pay to NDT any royalty payments due under Section 3 within thirty (30) days of any payment due date.”

With respect to Paragraph 10.3(c) of the Sublicense Agreement, this paragraph shall be deleted in its entirety and replaced with the following:

“(c) Post-Termination Sales of Sublicensed Product. CDx may, for a period of no longer than six (6) months after the effective date of the termination of the Agreement, complete and sell any or all Sublicensed Products that were in the process of manufacture or in inventory on the effective date of the termination; provided, however, that it shall remain obligated to pay any and all applicable Royalties thereon and other amounts related thereto as provided in this Agreement, and the terms and conditions of this Agreement applicable thereto shall remain in full force and effect during such six (6)-month period. Notwithstanding anything in this Agreement to the contrary, if NDT terminates this Agreement pursuant to Paragraph 10.2, CDx shall forfeit all of its rights to complete and sell Sublicensed Products pursuant to this Paragraph 10.3(c).”

“Any notice, request, delivery, approval or consent required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given: (a) if transmitted for overnight delivery via a nationally recognized delivery service, the first business day after being delivered by the transmitted Party to such overnight delivery service, (b) if by email, when transmitted by email, or (c) if by registered or certified mail, postage prepaid, five (5) days after mailing the notice, to the following addresses (or to such other address of a party designated in writing by such party to the others):

IN WITNESS WHEREOF, the parties have caused this Sublicense Amendment Agreement to be executed by their authorized representatives as of the respective dates written below.

EXHIBIT C

CORE PATENT RIGHTS