Exhibit 10.4

AMENDMENT #2 TO SUPPLY AGREEMENT

THIS AMENDMENT #2 TO SUPPLY AGREEMENT (this “Supply 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” or the “Company”), and Next Dimension Technologies, Inc., a California corporation with its principal place of business at 1 West Mountain Street, #11, Pasadena, CA 91103 (“NDT” or the “Supplier”). 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 a Supply Agreement executed by the Parties on May 19, 2015 as amended on August 14, 2015 (collectively, the “Supply 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 an Exclusive Patent Sublicense Agreement executed by the Parties effective April 24, 2015 (the “Sublicense Agreement”); and

WHEREAS, both Parties desire to waive and modify certain outstanding obligations in connection with an initial purchase order placed under the terms of the Supply Agreement;

WHEREAS, pursuant to Paragraph 10.12 of the Agreement, both parties now desire to further modify and amend the Supply 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:

CDX agrees that upon NDT’s fulfillment of the Initial Delivery, NDT shall have no further obligations to CDX to deliver additional Products in connection with the Initial Purchase Order set forth in Exhibit D of the Supply Agreement, and CDX explicitly waives its rights to the refund of any and all deposits and payments paid to NDT in connection with the Initial Purchase Order; provided that NDT shall remain obligated for the Final Delivery contingent on CDX’s timely fulfillment of the Purchase Order Payment.

NDT agrees that upon CDX’s fulfillment of the Purchase Order Payment, CDX shall have no further payment obligations to NDT in connection with the Initial Purchase Order set forth in Exhibit D. CDX agrees that upon its failure to pay the Purchase Order Payment in full by the due date, CDX shall remain obligated to pay                                                                                                                            to NDT and NDT shall have an ongoing right to terminate the Supply Agreement immediately upon written notice to CDX.

“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 their duly authorized representatives to execute this Supply Amendment Agreement.

EXHIBIT E
PRICES

Product Price.

Annual Price Increase.                                                                                                                                                                         

Payment Terms.                                                              shall be due immediately upon initiation of each order placed in accordance with Section 2.5. Additional amounts                                                                                                 shall be due and payable within 30 days of delivery of the applicable Products in accordance with Section 3.2