exhibit 10. 35 confidential amendment to license agreement dialysate triferic® this amendment to license agreement ( the “ amendment ” ) is executed as of october 7, 2018 ( “ effective date ” ) by and between charak, llc, whose legal address is 2505 seascape drive, las vegas, nevada 89128, dr. ajay gupta, an individual, having a principle residence at 2505 seascape drive, las vegas, nevada 89128 ( hereafter “ dr. gupta ” ) ( dr. gupta and charak, llc are collectively herein “ charak ” ), and rockwell medical, inc., having a principal place of business at 30142 wixom road, wixom, michigan 48393 ( “ rm ” or “ rockwell ” ). charak and rockwell are each a “ party ” and collectively the “ parties. ” background whereas, dr. gupta, charak llp and rockwell medical technologies, inc. ( rmti ) are parties to a license agrement executed january 9, 2002 ( “ the 2002 agreement ”, exhibit a, hereto ) relating to triferic® soluble ferric pyrophosphate ; whereas, rockwell has assumed the rights and obligations of the 2002 agreement from rmti ; whereas, through this amendment, the parties desire to clarify and further establish their respective rights and obligations under the 2002 agreement, as well as to license certain additional intellectual property rights to rockwell ; as follows : amendment to adopt new definitions the 2002 agreement is hereby amended to adopt the following new definitions. to the extent any of the the following conflict with the terms of the 2002 agreement, the following will control : d. 1 “ net sales ” means the gross invoice price charged, and the value of non - cash consideration owed, to rockwell or a sublicensee for any sales of licensed products, less the sum, if not previously deducted and in accordance with united states generally accepted accounting principles ( gaap ), of the following reasonable, actual and customary deductions where applicable : ( i ) cash, trade or quantity discounts ; ( ii ) sales, use, customs, tariff, import / export duties, value - added taxes assessed, government charges or fees, or other excise taxes when included in gross sales but excluding all income taxes ; ( iii ) packaging, shipping, freight, insurance, and transportation charges including distribution costs paid to distributors and third parties,