Replace the current Article 3.04(a)–(c) schedule with $50,000 at execution plus $50,000 in month 3, then $5,000 per month for 12 months (total $160,000).

Add an early-payoff acceleration provision — the original Article 3.04 acceleration language was removed when the Third Amendment replaced that article in its entirety, so the current agreement doesn't have one:

• Trigger: Ummino closes a new equity or convertible financing, raised after the Amendment Effective Date, with gross proceeds of $2,500,000 or more
• Payment: 50% of the then-remaining balance, due within 60 days of closing; the remainder continues on the monthly schedule
• Excluded from the trigger: government and foundation grants (restricted to their approved use), operating revenue, customer deposits and prepayments, and proceeds from asset sales

Replace milestones in full, measured from the Amendment Effective Date rather than fixed calendar dates already in the past (full rationale in the Appendix C Milestones section below):

• Executed development or evaluation agreement with a commercial partner — within 6 months
• GRAS notification relating to a Licensed IP Product submitted to FDA — within 9 months
• First Commercial Sale of a Licensed IP Product — within 24 months
• Running royalty floor under Article 3.06 — beginning the 2nd full calendar year after First Commercial Sale, not a fixed date
• Strike the capital-raise milestone entirely

Restart the future License Maintenance Fee escalation at the Amendment Effective Date, rather than the fixed calendar-year schedule currently in place. This is separate from the 2025 and 2026 fees already folded into the lump-sum payment above — this is about the years after that:

• Currently, fixed by calendar year regardless of when this amendment is signed: $1,000 (2024), $5,000 (2025), $10,000 (2026), $25,000/year (2027–2028), $35,000 (2029), $50,000 (2030), $75,000 (2031), $100,000/year (2032 onward)
• Proposed: the same schedule and shape, but restarted so “year one” begins at the Amendment Effective Date instead of 2024 — so the $25,000/year tier lands in years 4–5 after signing
• Proposed, fixed by calendar year regardless of when this amendment is signed: $1,000 (2026), $5,000 (2027), $10,000 (2028), $25,000/year (2029–2030), $35,000 (2031), $50,000 (2032), $75,000 (2033), $100,000/year (2034 onward)
• As written today, this schedule would have us paying $25,000/year before we've made a commercial sale under the reset Appendix C milestones above; restarting it ties the escalation to actual progress instead of the calendar

Extend the existing one-time automatic six-month cure extension — currently limited to milestones scheduled on or before December 31, 2024 — to apply to all Appendix C milestones, on the same 60-day advance written notice already required.

Include sublicensing rights

Add the NCSU Ref. 2024-120 family — including the 2024-120-04 LacNAc-GOS method application — and audit for any other existing NC State patent rights that should be included in the license agreement

Any new patent application NC State files during the Term that Covers the Field of Use is added to Patent Rights / Appendix A(I) as filed, on the same reimbursement terms as existing Patent Rights under Article 3.05. [proposed as automatic license inclusion, consistent with how existing Patent Rights work — flag if the intent is outright assignment of ownership rather than license, which is a bigger ask of a public university]

Add production strain JB208. Ummino's safety package — the 90-day rodent toxicity study, genotoxicity work, no-observed-adverse-effect determination, and batch stability data — identifies JB208 as the production organism throughout; a different strain is a different production organism for GRAS purposes and would require rebuilding that package.

Foreground IP: improvements developed with Ummino resources are Ummino's property — [closes the current silence in the license on this point]

Materials custody: JB-208 and any associated cell bank held at BTEC or a third-party depository, with Ummino's title to the strain stated explicitly in the amendment

COI wall: Dr. Jose Bruno-Barcena excluded, in writing, from access to Ummino confidential information and from any role in licensing decisions concerning Ummino. [flag: confirm this is within NC State's Office of Technology Licensing's authority to commit to]

Chain-of-title warranty: NC State confirms in writing that it has cleared any upstream GS115/RCT encumbrance, consistent with its existing warranty

Limit Ummino's Article 3.05 reimbursement obligation to new applications, jurisdictions, divisionals, and continuations approved by Ummino in writing in advance. Where Ummino declines, NC State remains free to proceed at its own expense, with that filing treated as surrendered under Article 8.03.

Extend the payment window from 60 to 90 days from invoice receipt, and provide that no default arises until 30 days after written notice of non-payment.

Require that any notice of breach or termination be sent to a named Ummino officer and to Ummino's outside counsel, by both email and courier.

Add a structured process before either side can terminate again: written notice of the alleged breach, a good-faith negotiation period, and — ideally — a mediation or arbitration step before termination rights become available.

No-shop / non-relicense: NC State commits not to market, license, or transfer the technology or materials to any third party during the standstill and amendment term

Raise the Success Fee on exit from 1.5% to 3% of Aggregate Consideration (Liquidation Event) or Pre-Money Valuation (IPO)

Raise the tiered running royalty on Net Sales from 1.5% / 2.5% to 3.0% (on cumulative Net Sales up to $10M) and 1.5% (above $10M)