Exhibit 10.1


 


FORM OF 


SECOND AMENDMENT TO THE 


AMENDED AND RESTATED


TECHNOLOGY LICENSE AGREEMENT


 


This Second Amendment to the Amended and Restated Technology License and Services Agreement, dated as of November 29, 2018 (“Execution
Date”), is made by and between Neurotrope Bioscience, a Delaware corporation (“Neurotrope”), on the one hand,
and Cognitive Research Enterprises Inc., a not-for-profit institution organized and existing under the laws of the State of West
Virginia (“CRE” FKA the Blanchette Rockefeller Neurosciences Institute, Inc.), and NRV II, LLC, a limited liability
company organized under and existing under the laws of the State of Delaware (“NRV II”), on the other hand. Each of
Neurotrope, CRE and NRV II may be referred to as a “Party” and collectively as “Parties” in this Amendment
as the case may be.


 


WHEREAS, the Parties entered into the Amended and Restated Technology License and Services Agreement, dated February 4,
2015 (the “TLSA”) and an Amendment thereto, dated November 12, 2015 (“TLSA Amendment”), pursuant to which
CRE and NRV II granted certain rights in certain technology to Neurotrope; and


 


WHEREAS, Section 5.6 of the TLSA provides for the prosecution and maintenance of patents and applications for the “Licensed
IP” as defined in Section 1.30 of the TLSA; and


 


WHEREAS, the Parties desire to amend Section 5.6 to modify the prosecution and maintenance obligations of the Parties; and


 


WHEREAS, the Parties have agreed that it is in the best interest of all of the Parties to amend Section 5.6 “Prosecution
and Maintenance.”


 






     

     


    

 


NOW, THEREFORE, in consideration of $10,000 USD payable by Neurotrope to CRE and NRV II within five (5) business days of
the Execution Date and the mutual covenants, and subject to the terms and conditions, set forth herein, and intending to be legally
bound, the Parties hereby agree as follows:


 


		1.	Effective Date and Payment of Outstanding Invoices and Expenses.



 


		(a)	Neurotrope shall pay to CRE all outstanding invoices and accrued expenses
associated with the Licensed IP listed below in Schedule I, which must occur within thirty (30) days of the Execution Date.



 


		(b)	The Effective Date of this Second Amendment shall be the date on which Neurotrope
pays to CRE such outstanding invoices and accrued expenses.



 


		2.	Amendment to Section 5.6. Section 5.6 of the TLSA is hereby amended and restated and to read as follows:



 


“5.6  Prosecution
and Maintenance.  As between Neurotrope and CRE, CRE shall have no right and Neurotrope shall have the sole and exclusive
right and the obligation, to apply for, file, prosecute, and maintain patents and applications for the Licensed IP, in each case,
in any jurisdiction throughout the world. Neurotrope shall pay for all of the attorneys’ fees, translation costs, filing
fees, maintenance fees, portfolio transfer expenses, and other costs and expenses related to any of the foregoing.  Upon Neurotrope’s
request, CRE shall cooperate fully with Neurotrope (including executing and delivering all documents, providing all information,
and taking all such action as may be necessary or appropriate) in preparing, executing, filing and prosecuting applications to
patent or register any Licensed IP, and applications for other related patents and registrations and in maintaining all such patents
and registrations as may issue. In the event Neurotrope intends to abandon or cease any patent or application payment of maintenance
fees, costs and/or expenses for any patent or application for the Licensed IP, Neurotrope shall provide CRE with written notice
of such intent to abandon or cease payments at least sixty (60) days in advance of any relevant deadline, at which time CRE may
(but shall not be obligated to) undertake such prosecution or maintenance at CRE’s sole discretion. The Licensed IP that
is the subject of such abandonment or such fee, cost or expense shall be deemed to not be Licensed IP as of the date of such notice
(and thereafter not licensed or sublicensed to Neurotrope pursuant to this Agreement).”


 






     

     


    

 


		3.	Licensed IP. The Parties acknowledge that Schedule I attached hereto is a true and complete list of all Licensed IP.



 


		4.	Miscellaneous. All terms and conditions of the TLSA not modified by this Amendment shall continue in full force and
effect in accordance with their terms. The Parties agree that pursuant to the terms of this Amendment, the TLSA shall be considered
in full force and effect, and that “CRE” shall replace “BRNI” in whatever sections in the TLSA that the
term BRNI is used. 



 






     

     


    

 


IN WITNESS THEREOF, the Parties hereto have caused this
Amendment to be executed by their duly authorized representatives as set forth below.


 





	NEUROTROPE BIOSCIENCE, INC.	 	COGNITIVE RESEARCH ENTERPRISES, INC.
	 	 	 	 	 
	By:   	                       	 	By:   	                       
	Name: Charles Ryan	 	Name: Shana Kay Phares
	Title: Chief Executive Officer	 	Title: President and Chief Executive Officer
	 	 	 
	NRV II, LLC	 	 	 
	 	 	 	 	 
	By: 	 	 	 	 
	Name: Neuroscience Research Ventures, Inc.	 	 	 
	Title: Managing Member	 	 	 


 






     

     


    

 





Schedule I


 


	Application Number	Country	Filing Date	Patent Number	Issue Date	Status
	10/167,491	United States of America	13-Jun-2002	6,825,229	30-Nov-2004	ISSUED-INAC
	10/933,536	United States of America	03-Sep-2004	 	 	Abandoned
	10/937,509	United States of America	10-Sep-2004	 	 	Abandoned
	11/802,842	United States of America	25-May-2007	 	 	FINAL REJ.
	12/538,245	United States of America	10-Aug-2009	9,066,923	30-Jun-2015	ISSUED
	12/883,444	United States of America	16-Sep-2010	9,345,685	24-May-2016	ISSUED-INAC
	13/042,892	United States of America	08-Mar-2011	 	 	REJECTED
	13/851,161	United States of America	27-Mar-2013	9,539,235	10-Jan-2017	Issued
	14/929,731	United States of America	02-Nov-2015	9,446,020	20-Sep-2016	Issued
	15/370,156	United States of America	06-Dec-2016	 	 	Pending
	03716386.2	European Patent Convention	14-Sep-2004	 	 	Pending
	10000734.3	European Patent Convention	25-Jan-2010	 	 	REJECTED
	05784925.9	European Patent Convention	22-Feb-2007	 	 	Appealed
	03742389.4	European Patent Convention	12-Jan-2005	 	 	Abandoned
	PCT/US2003/007101	Patent Cooperation Treaty	07-Mar-2003	 	 	Inactive
	PCT/US2003/020820	Patent Cooperation Treaty	02-Jul-2003	 	 	COMPLETED
	PCT/US2005/028522	Patent Cooperation Treaty	10-Aug-2005	 	 	COMPLETED
	14/222,922	United States of America	24-Mar-2014	 	 	REJECTED
	14/825,488	United States of America	13-Aug-2015	 	 	Pending
	07749484.7	European Patent Convention	17-Feb-2009	 	 	Abandoned
	12002638.0	European Patent Convention	16-Apr-2012	 	 	Abandoned
	14001452.3	European Patent Convention	22-Apr-2014	 	 	REJECTED
	12/068,742	United States of America	11-Feb-2008	 	 	FINAL REJ.
	08725395.1	European Patent Convention	04-Sep-2009	2121000	23-Sep-2015	ISSUED-INAC
	14001303.8	European Patent Convention	09-Apr-2014	 	 	REJECTED
	15002036.0	European Patent Convention	07-Jul-2015	 	 	Published



 






     

     


    

 


	Application Number	Country	Filing Date	Patent Number	Issue Date	Status
	PCT/US2008/001755	Patent Cooperation Treaty	11-Feb-2008	 	 	COMPLETED
	PCT/US2008/006158	Patent Cooperation Treaty	14-May-2008	 	 	COMPLETED
	12/510,681	United States of America	28-Jul-2009	8,163,800	24-Apr-2012	Issued
	13/401,459	United States of America	01-Feb-2012	9,119,825	01-Sep-2015	ISSUED-INAC
	14/803,762	United States of America	20-Jul-2015	 	 	REJECTED
	09790874.3	European Patent Convention	17-Feb-2011	 	 	REJECTED
	PCT/US2009/051927	Patent Cooperation Treaty	28-Jul-2009	 	 	COMPLETED
	13/817,040	United States of America	14-Feb-2013	9,597,312	21-Mar-2017	Allowed
	EP11751750.8	European Patent Convention	01-Mar-2013	 	 	Pending
	PCT/US11/48493	Patent Cooperation Treaty	19-Aug-2011	 	 	COMPLETED
	14/357,654	United States of America	12-May-2014	9,163,032	20-Oct-2015	ISSUED-INAC
	12795194.5	European Patent Convention	10-Jun-2014	 	 	Pending
	PCT/US12/64783	Patent Cooperation Treaty	13-Nov-2012	 	 	COMPLETED
	14/357,661	United States of America	12-May-2014	 	 	REJECTED
	12794822.2	European Patent Convention	12-Jun-2014	 	 	Published
	PCT/US12/64787	Patent Cooperation Treaty	13-Nov-2012	 	 	COMPLETED
	15/028,487	United States of America	11-Apr-2016	 	 	Published
	14793391.5	European Patent Convention	20-Oct-2014	 	 	Published
	PCT/US2014/061368	Patent Cooperation Treaty	20-Oct-2014	 	 	COMPLETED
	15/126,339	United States of America	15-Sep-2016	 	 	Pending
	15715942.7	European Patent Convention	27-Mar-2015	 	 	Published
	PCT/US2015/23090	Patent Cooperation Treaty	27-Mar-2015	 	 	COMPLETED
	PCT/US2016/056201	Patent Cooperation Treaty	08-Oct-2016	 	 	Pending
	62/335,040	United States of America	11-May-2016	 	 	Pending