Exhibit
99.1


 


Certain
information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii)
would be competitively harmful if publicly disclosed.


 


PATENT
LICENSE AGREEMENT


 


This
Patent License Agreement (the “Agreement”) is entered into on this 1st day of August, 2020 (the “Effective Date”)
between the University of Wisconsin-Milwaukee Research Foundation, Inc., a non-profit Wisconsin corporation, with its principal
place of business at 1440 East North Ave., Milwaukee, WI 53202 (“UWMRF”), and RESPIRERX PHARMACEUTICALS INC., a Company
organized under the laws of the state of Delaware, with a place of business at 126 Valley Road, Suite C, Glen Rock, NJ 07452 (“Company”).
UWMRF and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.


 


RECITALS


 


WHEREAS,
UWMRF owns certain Patent Rights and Technology Rights relating to the Licensed Subject Matter, which were developed at the University
of Wisconsin-Milwaukee (“University), and is interested in licensing same;


 


WHEREAS,
UWMRF represents that it has the right to grant the licenses granted in this Agreement; and


 


WHEREAS,
UWMRF desires to have the Licensed Subject Matter, as hereinafter defined, developed and used and commercialized to the fullest
extent possible for the benefit of Company, Inventor, University, UWMRF and the general public; and


 


WHEREAS,
Company desires to obtain a license from UWMRF to practice Licensed Subject Matter upon the terms and conditions herein set forth
in this agreement;


 


NOW
THEREFORE, in consideration of the premises and the mutual covenants set forth herein, and for good and valuable consideration,
the receipt and sufficiency of which is acknowledged, the Parties hereto, intending to be legally bound, agree as follows:


 


1.       DEFINITIONS


 


	1.1.	“Affiliate”
                                         shall mean any business entity more than fifty percent (50%) owned by Company, any
                                         business entity which owns more than fifty percent (50%) of Company, or any business
                                         entity that is more than fifty percent (50%) owned by a business entity that owns more
                                         than fifty percent (50%) of Company.



 


	1.2.	“Component”
                                         shall mean a product, system or device that is Sold commercially by Company, an Affiliate,
                                         or sublicensee of Company, which does not meet the definition of a Licensed Product.



 


	1.3.	“Commercialization”,
                                         with a correlative meaning for “Commercialize”, shall mean all activities
                                         undertaken before and after obtaining regulatory approval relating specifically to the
                                         pre-marketing, launch, promotion, marketing, sale, and distribution of a pharmaceutical
                                         product, including, without limitation: (a) strategic marketing, sales force detailing,
                                         advertising, medical education and liaison, and market and product support; and (b) phase
                                         IV clinical trials, if any, and (c) all customer support and product distribution, invoicing
                                         and sales activities.



 






    	 



     


    

 





	1.4.	“Develop”
                                         or “Development” shall mean all activities relating to preparing and
                                         conducting preclinical testing, toxicology testing, ADME studies (administration, distribution,
                                         metabolism, excretion), human clinical studies, regulatory affairs for obtaining the
                                         regulatory approvals, formulation development, process development for manufacture and
                                         associated validation, quality assurance and quality control activities.



 


	1.5.	“Development
                                         Plan” shall mean a summary of Company’s plans to Develop the Licensed
                                         Products that includes, but is not limited to, significant strategies, events, activities,
                                         research, collaborations, timelines and Development activities for the Licensed Products
                                         conducted hereunder for the primary purpose of ultimately supporting the Sale of Licensed
                                         Product.



 


	1.6.	“Diligent
                                         Efforts” shall mean, with respect to a Party’s obligation under this
                                         Agreement to Develop or Commercialize a Product, the level of efforts required to carry
                                         out such obligation in a sustained manner consistent with the efforts a similarly situated
                                         Company, in the case of Company or its’ sublicensee, or a university intellectual
                                         property management organization in the case of UWMRF, devotes to a product of similar
                                         market potential, profit potential or strategic value within its portfolio, based on
                                         conditions then prevailing. Without limiting the foregoing, Diligent Efforts requires,
                                         with respect to such an obligation, that the Party: (a) within a reasonable time assign
                                         responsibility for such obligation to specific employee(s) who are held accountable for
                                         progress and monitor such progress on an on-going basis, (b) set and consistently seek
                                         to achieve specific, meaningful and measurable objectives for carrying out such obligation,
                                         and (c) consistently make and implement decisions and allocate resources designed to
                                         advance progress with respect to such objectives.



 


	1.7.	“Field
                                         of Use” shall mean, with respect to any Licensed Subject Matter, all fields
                                         of use.



 


	1.8.	“Improvement”
                                         shall mean inventions, or claims to inventions, which constitute advancements, developments,
                                         or enhancements to the Licensed Patents, whether or not patentable and whether or not
                                         claimed in of any patent application, but which are sufficiently supported by the specification
                                         of a patent or patent application within the Licensed Patents to be of potential value
                                         to the Licensed Patents or Licensed Products and which is entitled to the priority date
                                         of that patent or patent application.



 


	1.9.	“Information”
                                         means any data, results, technology, business information, and information of any type
                                         whatsoever, in any tangible or intangible form, including, without limitation, know-how,
                                         practices, techniques, methods, processes, inventions, developments, specifications,
                                         formulations, materials or compositions of matter of any type or kind (patentable or
                                         otherwise), software, algorithms, marketing reports, expertise, technology, test data
                                         (including pharmacological, biological, chemical, biochemical, toxicological, preclinical
                                         and clinical test data), analytical and quality control data, stability data, other study
                                         data and procedures. The Company shall disclose information discovered by Company related
                                         to the Licensed Patents to the UWMRF inventors for use in research and for training purposes
                                         only.



 


	1.10.	“Licensed
                                         Patents” shall mean UWMRF’s rights in the patents and patent applications
                                         listed in Exhibit 1 and patents issuing therefrom, and any divisions, continuations,
                                         continuations-in-part and reissues thereof, and any and all foreign patents and patent
                                         applications corresponding thereto and any extensions of any of the foregoing. This definition
                                         of Licensed Patents includes any rights in and to New Developments subject to Section
                                         1.16.



 




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	1.11.	“Licensed
                                         Product” shall mean any property, product, method, or service within the Field
                                         of Use that, absent the licenses granted under this Agreement, infringes, induces infringement,
                                         or contributes to infringement of a valid claim in any of the Licensed Patent(s) or any
                                         pending claims in pending applications.



 


	1.12.	“Licensed
                                         Subject Matter” shall mean, collectively, Patent Rights, Technology Rights,
                                         and Improvements.



 


	1.13.	“Licensed
                                         Territory” shall mean worldwide.



 


	1.14.	“Materials”
                                         shall mean (i) any compositions or formulations of materials disclosed in the Licensed
                                         Patents and (ii) any modifications, derivatives, compositions or formulations of any
                                         material disclosed in the Licensed Patents created by the Company, its Affiliates, sublicensees,
                                         and partners.



 


	1.15.	“Net
                                         Sales” shall mean the gross revenue received by Company, its Affiliates or
                                         their respective sublicensees, as appropriate, for Sales of Licensed Products to Third
                                         Parties during a relevant period of time; subject to the following deductions to the
                                         extent actually allowed or incurred with respect to such sales (a) sales, use, occupation
                                         or excise tax directly imposed and with reference to particular sales and other applicable
                                         taxes that are not reimbursable, refundable, or creditable to Company, (b) customs, duties
                                         or other governmental charges directly imposed and actually paid and with reference to
                                         particular sales, (c) prepaid or allowed freight (to the extent itemized and included
                                         in the amount billed the Third Party customer), postage, duty or insurance included therein,
                                         (d) returns, discounts, rebates, and discounts actually allowed, refunds, credits or
                                         repayments due to rejections, defects or returns, and net of amounts previously included
                                         in Net Sales that were written-off during such period as non-collectible (each not to
                                         exceed the original billing or invoice amount), and (e) normal and customary trade, quantity
                                         and cash discounts. No deductions shall be made for commissions paid to individuals whether
                                         they are with independent sales agencies or regularly employed by Company and on its
                                         payroll, or for cost of collections. If the Licensed Product is commercially Sold or
                                         leased to any Person, or provided by Company, its Affiliates or their respective sublicensees
                                         to and used by any Person, in each case, for a consideration other than money, Net Sales
                                         shall be the gross selling price of comparable Licensed Products sold in arm’s
                                         length transactions by Company or, if no sales or leases of comparable Licensed Products
                                         have been made, then the fair market value thereof shall apply, except that this latter
                                         provision shall apply only to commercial use and shall not apply to Licensed Products
                                         transferred, conveyed or otherwise used by Third Parties for research and/or development
                                         performed on behalf of or for Company. For transfers of Licensed Products by Company
                                         to Affiliates solely for subsequent Sale by the Affiliates, Net Sales of such Licensed
                                         Products shall be determined when such Licensed Product is Sold by such Affiliate. Sales
                                         of Licensed Products to Third Party distributors or others that are not the Company or
                                         its Affiliates shall be determined when such Licensed Product is Sold to such Third Party
                                         distributor or other Third Party. Net Sales calculations performed pursuant to this definition
                                         shall be in accordance with GAAP.



 


	1.16.	“New
                                         Developments” subject to the limitation in the last sentence of this Section
                                         1.16, means inventions, or claims to inventions, which constitute advancements, developments,
                                         or improvements, whether or not patentable and whether or not the subject of any patent
                                         application, but if patentable, are not sufficiently supported by the specification of
                                         a previously-filed patent or patent application within the Patent Rights to be entitled
                                         to the priority date of the previously-filed patent or patent application. New Developments
                                         arising from research or other efforts financially supported by the Company and related
                                         to the Licensed Patents or good faith collaborative efforts by the Company and UWMRF
                                         or the University shall be included in Licensed Patents, as defined in Section 1.10 or
                                         Technology Rights as defined in Section 1.23, as appropriate.



 




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	1.17.	“Other
                                         Products” means any product or service (or component thereof) made by the Company,
                                         other than a Patent Product, the discovery, development, manufacture, use, sale, offering
                                         for sale, importation, exportation, distribution, rental or lease of which involves the
                                         use of or incorporation, in whole or in part, of Materials.



 


	1.18.	“Patent
                                         Rights” means UWMRF’s rights in any subject matter claimed in any U.S.
                                         or foreign patent applications or patents that claim priority to any of the Licensed
                                         Patents. This definition of Patent Rights includes any rights in and to New Developments.



 


	1.19.	“Person”
                                         shall mean an individual, partnership, corporation, business trust, limited liability
                                         Company, limited liability partnership, joint stock company, trust, unincorporated association,
                                         joint venture or other entity or a government agency.



 


	1.20.	“Patent
                                         Product” means any product or service (or component thereof) the discovery,
                                         development, manufacture, use, sale, offering for sale, importation, exportation, distribution,
                                         rental or lease of which is Covered By a valid claim of a Licensed Patent. As used herein,
                                         Covered By means that the use, sale, offering for sale, importation, exportation, distribution,
                                         rental or lease of a product other than the Patent Product (i) infringes, in the case
                                         of a valid claim in an issued patent, or (ii) would infringe the claim if it existed
                                         in a validly issued patent, in the case of a claim in a pending application.



 


	1.21.	“Products”
                                         shall mean Other Products and Patent Products.



 


	1.22.	“Sale,
                                         Sell or Sold” means the transfer or disposition of a Licensed Product for value
                                         to a party other than Company.



 


	1.23.	“Technology
                                         Rights” means UWMRF’s rights in technical information and information
                                         of any type whatsoever, in any tangible or intangible form, including, without limitation,
                                         results, technology, business information, know-how, trade secrets, practices, inventions,
                                         developments, specifications, formulations, processes, procedures, compositions, devices,
                                         methods, formulae, protocols, techniques, software, designs, drawings, data (including
                                         test data, analytical and quality control data, stability data, and other study data),
                                         materials or compositions of any type (patentable or otherwise), algorithms, marketing
                                         reports, and expertise created by James Cook, Guanguan Li, Kashi Reddy Methuku, Michael
                                         Ming-Jin Poe, Terry Clayton, Hiteshkumar Jain, Yun Teng Johnson, Ojas Namjoshi, Sundar
                                         Rallapalli, Zhi-jian Wang, and Jie Yang (“Inventors”) at the University before
                                         the Effective Date relating to the Licensed Patents which are not part of the Patent
                                         Rights but which are necessary for the manufacture, use, or sale of Licensed Products.



 


	1.24.	“Third
                                         Party” shall mean any entity other than UWMRF or Company or an Affiliate of
                                         any such entity.



 




    	Page 4 of 25



    	 



    

 


2.       LICENSE




 


	2.1.	Exclusive
                                         License. UWMRF hereby grants to Company a royalty-bearing, sole and exclusive license
                                         under the Licensed Patents to make, have made, practice, have practiced, Sell, have Sold,
                                         use, have used, offer, have offered, import, have imported, market, have marketed and
                                         otherwise Commercialize or have commercialized the Licensed Products within the Field
                                         of Use and throughout the Licensed Territory. This grant is subject to the payment by
                                         Company to UWMRF of all consideration as provided herein and is further subject to rights
                                         retained by UWMRF as provided in this Agreement.



 


	2.2.	Non-Exclusive
                                         License. UWMRF hereby grants to Company a royalty-bearing, non-exclusive license
                                         under the Technology Rights to make, have made, practice, have practiced, Sell, have
                                         Sold, use, have used, offer, have offered, import, have imported, market, have marketed
                                         and otherwise Commercialize or have commercialized the Licensed Products within the Field
                                         of Use and throughout the Licensed Territory. This grant is subject to the payment by
                                         Company to UWMRF of all consideration as provided herein and is further subject to rights
                                         retained by UWMRF as provided in this Agreement.



 


	2.3.	Non-Exclusive
                                         Rights. UWMRF expressly reserves for UWMRF, University, and University of Wisconsin
                                         System a non-exclusive, royalty-free, perpetual, irrevocable, worldwide right, including
                                         the right to grant in its sole discretion similar rights to other academic or non-profit
                                         research institutions that employ Inventors, to use the Licensed Subject Matter for any
                                         non-commercial purpose, including research, education and other educationally-related
                                         purposes. UWMRF expressly reserves the right to grant to any academic or non-profit research
                                         institution, subject to approval by the Company which approval shall not be unreasonably
                                         withheld, and at the request of Inventor, a non-exclusive right to use the Licensed Subject
                                         Matter for non-commercial research, education and other educationally-related objectives
                                         solely for the purpose of facilitating scientific and academic collaboration between
                                         Inventor and collaborator. UWMRF shall promptly notify Company when any portion of the
                                         Licensed Subject Matter is the subject of an academic collaboration as described above
                                         pursuant to this Article 2.3. Notwithstanding the foregoing, UWMRF, University and University
                                         of Wisconsin System (“Wisconsin Entities”) and any party to whom or to which
                                         Wisconsin Entities grant such rights, shall provide Company, notice and comply with Section
                                         12.5.



 


	2.4.	Non-Exclusive
                                         Research License. Company hereby grants to UWMRF a nonexclusive, royalty free, irrevocable,
                                         paid-up license, with the right to grant a sublicense to University and any non-profit
                                         institutions that employs, on a full-time basis, any inventor of the Licensed Patents,
                                         to practice and use Information and Improvements disclosed by Company related to the
                                         Licensed Subject Matter for non-commercial research, training and education purposes.
                                         



 


	2.5.	Affiliates.
                                         Company may sublicense without the consent of UWMRF, the license granted herein to
                                         any Affiliate if the Affiliate consents to be bound by this Agreement to the same extent
                                         as Company. To the extent any Affiliate operates under this license, Company shall be
                                         responsible to UWMRF for all payments, reporting, and other obligations and liabilities
                                         of such Affiliate as if Company were in the Affiliate’s place. The Company may
                                         assign this Agreement to an Affiliate only with the consent of UWMRF in which case, the
                                         Company shall no longer be responsible for payments, reporting, and other obligations
                                         and liabilities under this Agreement; such responsibility will be solely that of the
                                         assignee.



 




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	2.6.	Grant
                                         of Sublicenses. Company may grant sublicenses consistent with this Agreement if Company
                                         is responsible for the operations of its sublicensees relevant to this Agreement as if
                                         the operations were carried out by Company. Company must deliver to UWMRF a true and
                                         correct copy of each sublicense granted by Company, and any modification or termination
                                         thereof, within thirty (30) days after execution, modification, or termination. When
                                         this Agreement is terminated, all existing sublicenses granted by Company must be assigned
                                         to UWMRF. To the extent the Company is not responsible for the operations of its sublicensees,
                                         the relevant sublicense agreement must be approved in writing, in advance by UWMRF, which
                                         approval shall not be unreasonably withheld, and all responsibilities of this license
                                         shall be assumed by the sublicensee. In the event sublicensee shall breach this agreement
                                         or seek to terminate, Company shall have right to re-assume license.



 


3.       PAYMENTS
AND REPORTS




 


	3.1.	Past
                                         Patent Costs. Company shall pay to UWMRF an amount equal to the patent filing and
                                         prosecution costs incurred by UWMRF prior to the Effective Date and directly related
                                         to the Licensed Patents. Company shall pay such amount within thirty (30) days of receipt
                                         of invoice detailing such costs. The Parties have stipulated that the amount of patent
                                         filing and prosecution costs incurred by UWMRF prior to the Effective Date and as of
                                         January 14, 2020 are $60,370.35 for the Licensed Patents listed in Exhibit 1. Company
                                         shall pay such amount according to the following:



 


		a.	A
                                         first payment of Past Patent Expenses in the amount of 25% of the total accrued shall
                                         be due twelve months (12) months following the Effective Date of this Agreement.



 


		b.	A
                                         second payment of Past Patent Expenses in the amount of 25% of the total accrued shall
                                         be due twelve months (24) months following the Effective Date of this Agreement.



 


		c.	The
                                         remaining balance of the Past Patent Expenses shall be due thirty-six (36) months following
                                         the Effective Date of this Agreement.



 


		d.	If
                                         occurring earlier than the due dates listed above for Past Patent Expense reimbursement,
                                         the entire balance of Past Patent Expenses shall be paid on the date of acquisition of
                                         Company by merger, sale of all (or substantially all) of Company’s assets to which
                                         this Agreement pertains, or other sale of equity or reorganization resulting in a change
                                         of 50% or more in the ownership of Company’s stock after the closing of the initial
                                         round.



 


	3.2.	Payments.
                                         In consideration of rights granted by UWMRF to Company under this Agreement, Company
                                         will pay UWMRF the following:



 


		a.	Beginning
                                         on the second anniversary of the Effective Date of the Agreement and terminating with
                                         respect to any future such payment upon the payment of royalties pursuant to Article
                                         3.2(c) or Article 3.2(d) below prior to the occurrence of the applicable anniversary),
                                         a once per anniversary annual license maintenance fee will be paid to UWMRF upon each
                                         applicable anniversary of the Agreement:



 


-2nd
Anniversary: $[***]


-3rd
Anniversary: $[***]


-4th
Anniversary: $[***]


-5th
Anniversary and each anniversary thereafter: $[***]


 




    	Page 6 of 25



    	 



    

 


 


		b.	Company
                                         will pay to UWMRF a one-time, non-creditable, non-refundable payment upon the first occurrence
                                         of each the following events with respect to the first Licensed Product only (and for
                                         the avoidance of doubt, no such payment shall be made with respect to any other Licensed
                                         Product):



 


i.       A
payment of [***] ($[***]) upon the earliest date of first dosing of a patient in a Phase II clinical trial (as defined
in the U.S. Federal Food, Drug and Cosmetic Act and applicable regulations promulgated thereunder by the FDA), or equivalent application,
with the FDA or equivalent regulatory authority.


 


ii.       A
payment of [***] ($[***]) upon the application of the first dose in humans in a Phase III Clinical Trial or foreign equivalent.


 


iii.       A
payment of [***] ($[***]) upon the approval by the FDA of the New Drug Application (NDA).


 


iv.       For
the avoidance of doubt, the foregoing milestone payments would become due, if at all, only one time for an aggregate maximum milestone
payment of $[***].


 


Company
shall pay to UWMRF the above amounts within ninety (90) days of the first occurrence of the above listed clinical based events.
Each clinical milestone payment made to UWMRF hereto shall be payable only once per Licensed Product, regardless of the number
of times achieved. Each such payment is non-refundable and non-creditable against any other payments due hereunder. For clarity,
if any such clinical milestone event that would trigger a milestone payment is not conducted or “skipped”, either
as by design of the clinical trial or as allowed by the FDA or a comparable foreign regulatory authority, then the payment above
shall be due upon the initiation of the next advanced clinical trial/study or regulatory event.


 


		c.	Net
                                         Sales Royalty. During the term of this Agreement the Company or Affiliates
                                         will pay to UWMRF a running royalty of Net Sales on a country by country basis and only
                                         related to any Patent Product or Other Product, as applicable, for which there is either
                                         a then valid claim in a Licensed Patent in such country covering such Licensed Product
                                         or sold in a country in which market exclusivity period granted by a regulatory agency
                                         or any legal right granted by a regulatory authority in such country to market and sell
                                         the Licensed Product, in each case as follows:



 


		i.	A
                                         running royalty of [***]% of Net Sales of Patent Products by Licensee will be paid to
                                         UWMRF. If royalty stacking is necessary for sales of Products as determined by the Company,
                                         UWMRF shall receive a royalty no less than [***]% of Net Sales.



 




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		ii.	A
                                         running royalty of [***]% of Net Sales of Other Products by Licensee will be paid to
                                         UWMRF. If royalty stacking is necessary for sales of Products as determined by the Company,
                                         UWMRF shall receive a royalty no less than [***]% of Net Sales.



 


		iii.	If
                                         Products are sold by a non-affiliated Third Party under a sub-license from Company, the
                                         royalties paid to UWMRF shall be the royalty rates set forth above in this section.



 


		d.	Royalty
                                         Stacking. (a) In the event that, with respect to Net Sales of Licensed Products,
                                         Company is required or elects to pay royalties to unaffiliated Third Parties
                                         for the freedom to operate under the claims of the Licensed Patent or Licensed Products,
                                         and the total royalties, including those payable to UWMRF hereunder, exceeds [***] percent
                                         ([***]%) of Net Sales (the “Maximum Royalty Burden Rate on Licensed Products”),
                                         the amount due and payable to UWMRF hereunder shall be proportionally reduced. The minimum
                                         royalty rate to UWMRF on Licensed Products shall be [***]%. For example, if the royalty
                                         is [***]% of Net Sales as described in Section 3.2(c)(i) above and if the royalties owed
                                         by Licensee to a Third Party for freedom to operate is [***]%, thereby making the total
                                         royalties owed by Company for freedom to operate equal to [***]% of Net Sales (which
                                         is greater than the [***]% Maximum Royalty Burden Rate on Licensed Products), the offset
                                         is [***]/[***], and UWMRF would receive [***]% of Net Sales. (Calculation: [***]% = [***]%
                                         x ([***]/[***])) As another example with respect to Other Products, the maximum royalty
                                         burden rate on Other Products (the “Maximum Royalty Burden Rate on Other Products”)
                                         shall be [***]%. If the original Royalty is [***]% of Net Sales as described in Section
                                         3.2(c)(ii) above, and if the royalties owed by Company to a Third Party for freedom to
                                         operate is [***]%, thereby making the total royalties owed by Licensee for freedom to
                                         operate equal to [***]% of Net Sales, the offset is [***]/[***], and UWMRF shall receive
                                         [***]% of Net Sales. (Calculation: [***]% = [***]% x ([***]/[***]), however, the minimum
                                         amount owed UWMRF is [***]% The amount owed Third Parties is still [***]%). The minimum
                                         royalty rate to UWMRF on Other Products shall be [***]%.



 


		e.	Minimum
                                         Annual Royalties. A minimum annual royalty shall apply following the first Sale of
                                         a Licensed Product anywhere in the Licensed Territory.



 


Year
1 = $[***]


Year
2-3 = $[***]


Year
4-5 = $[***]


Year
6+ = $[***]


 


The
minimum annual royalty for each calendar year shall be due and payable in advance on or before January 15 of such year and will
be credited as advance payment of royalties to accrue during the calendar year following payment. The minimum annual royalty payments
will not be refunded in whole or in part.


 


	3.3.	Competing
                                         Products. If the Company notifies UWMRF in writing that a product or service has
                                         entered the marketplace that competes with a Product sold by the Company, the Parties
                                         will discuss in good faith whether a modification to the royalties and minimum royalties
                                         due to UWMRF should be made.



 




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	3.4.	Future
                                         Patent Costs. Company shall pay all patent application filing and prosecution costs
                                         while securing and maintaining patent protection directly related to the Licensed Patents
                                         as per Article 5.6.



 


	3.5.	Sublicensing
                                         Costs. If Products are sold by a non-affiliated Third Party under a sublicense from
                                         Company, the UWMRF shall be paid the following for non-royalty sublicensing fees:



 


		a.	[***]%
                                         of sublicensing revenue received before the first anniversary of the Effective date of
                                         the Agreement.



 


		b.	[***]%
                                         of sublicensing revenue received between the first and second anniversary of the Effective
                                         date of the Agreement.



 


		c.	[***]%
                                         of sublicensing revenue received beyond the second anniversary of the Effective date
                                         of the Agreement.



 


Any
equity purchases, research support, in-kind support, or patent expense reimbursements are expressly excluded from Sublicense Fees.


 


	3.6.	Equity
                                         Grant. In consideration of rights granted by UWMRF to Company under this Agreement,
                                         Company shall convey to UWMRF on the effective date of this Agreement, stock appreciation
                                         rights (“SARS”) providing a right of UWMRF to the appreciation of the neuromodulator
                                         programs above $1 each for the ampakine program and the program that is the subject of
                                         the this Agreement and any additional neuromodulator programs added the Company’s
                                         portfolio of assets, payable upon sale or assignment of one or the other programs or
                                         any combination of them, up to 4.9% of the consideration received. UWMRF shall retain
                                         the SARS related to any programs not sold or assigned. In the event of the formation
                                         of a new neuromodulator company by the Company (“New Company”), if so formed,
                                         comprised of at least one of the Company’s neuromodulator programs whether or not
                                         such program is the subject of this Agreement, the SARS related to the program or programs
                                         that are the subject of the New Company, shall be exchanged for 4.9% of the founders’
                                         common equity of that New Company, subject to the same dilution as other founders and
                                         UWMRF shall retain the SARS related to the programs that are not the subject of the New
                                         Company. If additional new companies are formed by the Company, this process shall apply
                                         in each case.



 


	3.7.	Royalty
                                         Payments. Payments of royalties shall be made quarterly within sixty (60) days of
                                         the end of the calendar quarter (or Company fiscal quarter to the extent Company adopts
                                         a financial year not based on the calendar year), with a final payment with respect to
                                         each year one-hundred twenty (120) days after each year end, which final payment shall
                                         be in lieu of the fourth quarter payment and shall be adjusted for any required adjustments
                                         of prior quarterly royalties payments, not otherwise corrected pursuant to Section 3.10.
                                         Royalties shall be reported using the template provided in Exhibit 3.



 


	3.8.	Legal
                                         Actions. At any time should Company bring a legal action in any forum seeking to
                                         invalidate any claim of any Licensed Patent, Company and its sublicense(s) shall continue
                                         to pay royalties with respect to that patent as if such contest were not underway until
                                         the patent is adjudicated invalid or unenforceable by a court of last resort.



 





	3.9.	Payments
                                         and Taxes. Payments due under this Agreement shall be made in United States Dollars.
                                         For converting payments on Net Sales made in a currency other than United States Dollars,
                                         there shall be used the exchange rate for U.S. Dollars as related to such other currency
                                         as published in the Wall Street Journal for the last day of the quarter for which such
                                         payment is due, or if the last day is not a business day, the closest preceding business
                                         day. All payments pursuant to this Agreement may be paid with deduction for withholding
                                         for or on account of any taxes (other than taxes imposed on or measured by net income)
                                         or similar governmental charge imposed on such payments by a jurisdiction other than
                                         the United States (“Withholding Taxes”). At UWMRF’s request, Company
                                         shall provide UWMRF a certificate evidencing payment of any Withholding Taxes hereunder
                                         and shall reasonably assist UWMRF to obtain the benefit of any applicable tax treaty.


 



    	Page 9 of 25



    	 



    

 


	3.10.	Right
                                         to Audit. During the term of this Agreement and for a period of three (3) years thereafter,
                                         Company shall keep and maintain, and require its Affiliates and assignees to keep and
                                         maintain, proper and complete records and books of account to document sales of Licensed
                                         Products by Company and any Affiliates and assignees. Such records shall be maintained
                                         for a minimum of three (3) years. At UWMRF’s request and expense, Company shall
                                         permit UWMRF or its representatives, to examine, not more than once in any calendar year
                                         for any current or preceding calendar year and upon 30 days prior written notice, such
                                         books and records of Company and its Affiliates and assignees for the sole purpose of
                                         determining the correctness of all calculations of sales, royalties, and other consideration
                                         and payments reported by Company pursuant to this Article 3. Such examination will occur
                                         during business hours and the Parties shall make reasonable efforts to ensure that the
                                         normal operations of Company are not unduly affected by such examination. Company shall
                                         pay to UWMRF undisputed underpaid amounts, if any, within thirty (30) days of the determination,
                                         and UWMRF shall pay to Company undisputed overpaid amounts, if any, within thirty (30)
                                         days of the determination; provided, however, that if the Party responsible for such
                                         payment objects to the amount to be paid, in whole or in part, within thirty (30) days
                                         of receiving notification of an underpayment or overpayment, the matter shall be submitted
                                         to a mutually agreed upon independent public accounting firm, whose determination shall
                                         be binding upon the Parties. In addition, if the amounts due UWMRF are determined to
                                         have been underpaid by an amount equal to or greater than ten percent (10%) of the total
                                         amount due for the calendar year so examined, then Company shall pay the underpaid amount
                                         plus the cost of the examination. Late payments will be subject to interest calculated
                                         at a rate of twelve percent (12%) per annum, or the highest rate allowed by Wisconsin
                                         law, whichever is less.



 


	3.11.	Royalty
                                         Reporting. In conjunction with each payment, Company shall provide UWMRF a written
                                         report, the first such report being due and related to the quarter in which the first
                                         Net Sales occurred, having sufficient detail to allow a determination of the royalties
                                         due UWMRF pursuant to this Agreement. Each report provided to UWMRF shall contain at
                                         least the following information using the template found in Exhibit 3:



 


		a.	the
                                         gross dollar and number of unit sales of Licensed Products Sold by Company, its Affiliates
                                         in each country; and,



 


		b.	the
                                         calculation of Net Sales for Licensed Products Sold by Company or its Affiliates in each
                                         country; and,



 


		c.	the
                                         total royalties payable to UWMRF in U.S. Dollars, together with the exchange rates used
                                         for conversion; and,



 


		d.	a
                                         statement that no royalties are due, if no royalties are due to UWMRF for any reporting
                                         period after the first Sale of a Licensed Product; and,



 


		e.	direct
                                         fees and revenue, or in the case of non-cash consideration, the cash value of such consideration
                                         received by Company from any sublicensee pursuant to any sublicense agreement, for the
                                         purposes of calculating amounts due UWMRF pursuant to Article 3.5 hereof.



 




    	Page 10 of 25



    	 



    

 


	3.12.	Any
                                         payment required under this Agreement may be made by check as follows (making reference
                                         to this Agreement):



 


UWM
Research Foundation


Attn:
President


1440
East North Ave.


Milwaukee,
WI 53202


 


4.       TERM
AND TERMINATION




 


	4.1.	Term.
                                         This Agreement shall become effective on the Effective Date and, unless earlier terminated
                                         pursuant to this Article 4, shall remain in effect until the longer of (a) the expiration
                                         of all of Company’s payment obligations to UWMRF, or (b) the expiration of the
                                         last to expire Licensed Patent in the United States or Europe.



 


	4.2.	Early
                                         Termination by Company. Company shall have the right to terminate this Agreement,
                                         in its entirety, upon written notice to UWMRF by at least six (6) months’ written
                                         notice prior to the effective date of termination; provided that in no event may the
                                         effective date of such termination precede the second anniversary of the Effective Date.
                                         Company will be responsible for any payments due to UWMRF pursuant to this Agreement,
                                         which payments obligations matured prior to the effective date of termination.



 


	4.3.	Termination
                                         due to Default. In the event that either Party is in default of its obligations under
                                         this Agreement and fails to remedy such default within sixty (60) days after receipt
                                         of written notice thereof regarding a default not solely in the payment of money due
                                         hereunder, or thirty (30) days after receipt of written notice thereof regarding a default
                                         solely in the payment of money due hereunder or, in either case, to the extent such default
                                         cannot be remedied within such thirty (30) or sixty (60) day period, shall fail to have
                                         commenced good faith efforts to remedy such breach within such sixty (60) or thirty (30)
                                         day period and continue thereafter to remedy such breach, the Party not in default shall
                                         have the option of terminating this Agreement by giving written notice of termination
                                         to the defaulting Party. In the event that UWMRF is the defaulting Party and Company
                                         shall retain the License Agreement, Company shall be eligible for liquidated damages
                                         in an amount to be determined by mediation
	 	 
	4.4.	Termination
                                         of Exclusivity. Any time after two (2) years from the Effective Date, if Company, or
                                         its’ sublicensee, fails to use sustained Diligent Efforts to actively Develop and Commercialize
                                         the Licensed Subject Matter in the United States, UWMRF has the right to terminate the
                                         exclusivity of this license. UWMRF shall provide written notice to Company evidencing
                                         that Company, or its sublicensee, has failed to use sustained Diligent Efforts and if,
                                         within ninety (90) days after receiving such written notice from UWMRF of intended termination
                                         of exclusivity, Company fails to provide written evidence to UWMRF that Company, or its
                                         sublicensee, has used sustained Diligent Efforts to actively Develop or Commercialize
                                         the Licensed Subject Matter in such country then UWMRF will have the right to terminate
                                         the exclusivity of this license. If a sublicensee fails to perform Diligent Efforts,
                                         the Company shall have the right to retain the License and shall have an additional 90
                                         days to commence Diligent Efforts.



 







    	Page 11 of 25



    	 



    

 


	4.5.	Termination for Lack of Diligence. Any time after three (3) years from the Effective Date, if Company, or its’ sublicense, fails to use sustained Diligent Efforts to actively Develop and Commercialize the Licensed Subject Matter in the United States, UWMRF has the right to terminate this license. UWMRF shall provide written notice to Company evidencing that Company, or its sublicense, has failed to use such sustained Diligent Efforts and if, within ninety (90) days after receiving written notice from UWMRF of intended termination, Company fails to provide written evidence to UWMRF that Company, or its sublicense, has used sustained Diligent Efforts to actively Develop or Commercialize the Licensed Subject Matter then UWMRF will have the right to terminate this license in such country. Notwithstanding the foregoing, if a sublicensee fails to perform Diligent Efforts, the Company shall have the right to retain the License and shall have an additional 90 days to commence Diligent Efforts.
	 	 
	4.6.	Other
                                         Termination. This Agreement terminates automatically if Company becomes bankrupt
                                         or insolvent and/or if the business of Company is placed in the hands of a receiver,
                                         assignee, or trustee, whether by voluntary act of Company or otherwise.



 


4.7.    Termination
Obligations. If this Agreement is terminated for any cause:


 


		a.	nothing
                                         herein will be construed to release either Party of any obligation matured prior to the
                                         effective date of the termination; and,



 


		b.	after
                                         the effective date of the termination, Company may Sell all Licensed Products and parts
                                         thereof it has on hand at the date of termination, if it pays earned royalties thereon
                                         according to the terms of Article 3; and,



 


		c.	Company
                                         will be bound by the provisions of Articles 10 (Indemnification), 12 (Use of Name and
                                         Confidential Information) of this Agreement.



 


	4.8.	Sublicense
                                         Continuance. If this Agreement is terminated by UWMRF, any Company sublicensee(s)
                                         not in default of the terms and conditions of its sublicense agreement with Company may
                                         make a written election requesting to continue such sublicense agreement directly with
                                         UWMRF. Upon such an election by any such sublicensee, UWMRF may promptly negotiate, in
                                         good faith, a license continuance agreement with such sublicensee under reasonable terms
                                         and conditions. Company shall provide UWMRF all reasonable assistance and cooperation
                                         to make such license continuation agreement negotiations as efficient as possible. To
                                         the extent reasonably possible, Company must give its sublicensee(s) written notice thirty
                                         (30) days prior to the effective date of termination of this Agreement. In any case,
                                         sublicensee(s) must make a written election within thirty (30) days after receipt of
                                         written notice of termination from Company.



 


5.       PATENTS
AND INVENTIONS




 


	5.1.	Ownership.
                                         For the purpose of defining Patent Rights, each Party shall own any New Developments
                                         made solely by its employees, agents, directors, owners, advisors or independent contractors
                                         in the course of conducting its activities under this Agreement together with all intellectual
                                         property rights therein (“Sole Inventions”). Any New Developments that are
                                         made jointly by employees, agents, or independent contractors of each Party in the course
                                         of performing activities under this Agreement, together with all intellectual property
                                         rights therein (“Joint Inventions”) shall be owned jointly by the Parties
                                         in accordance with joint ownership interests of co-inventors under U.S. patent laws.
                                         For clarity, to the extent Joint Inventions relate to the Field of Use, such inventions
                                         shall automatically become part of this Agreement.



 




    	Page 12 of 25



    	 



    

 


	5.2.	Disclosure
                                         of Joint Inventions. Each Party must, to the extent not prohibited by third party
                                         agreements or obligations, promptly disclose to the other Party any New Development or
                                         invention disclosures, or other similar documents, submitted to it by its employees,
                                         agents or independent contractors describing inventions that may be Joint Inventions,
                                         and all information relating to such inventions.



 


	5.3.	Prosecution.
                                         Subject to the terms of Article 5.5, each Party has the right to file and prosecute intellectual
                                         property applications on any intellectual property to which it holds exclusive title.



 


	5.4.	Joint
                                         Inventions. The Parties shall use the procedure for the protection and administration
                                         of Joint Inventions as specified below in Article 5.5. If one Party does not wish to
                                         participate in the preparation, prosecution, and maintenance of intellectual property
                                         protection for Joint Inventions, the non-participating Party must offer to assign all
                                         its rights, title and interest to the Party electing to pursue intellectual property
                                         protection. The non-participating Party shall retain a non-exclusive, royalty free, non-sublicensable
                                         license to use the intellectual property for its own non-commercial research purposes.



 


	5.5.	Patent
                                         Prosecution. UWMRF, in consultation with Company, shall during the term hereof have
                                         the right, but not the obligation, to file patent applications to protect such Inventions
                                         or discoveries and to control actions related to the prosecution and maintenance of the
                                         U.S. patents and patent applications included within the Licensed Patents, and actions
                                         related to the prosecution and maintenance of those foreign patents and patent applications.
                                         UWMRF reserves the right to file a patent application, at its own expense, in any countries
                                         not requested by Company. The Company shall have the right to select legal counsel of
                                         its’ choice and, in consultation with UWMRF, to make any final determinations with
                                         respect to all actions relating to the Licensed Patents. UWMRF shall be entitled to provide
                                         comments and suggestions as to such proposed action and the Company shall take such comments
                                         and suggestions reasonably into account in its prosecution and maintenance of such patent
                                         applications and patents. The Company, in consultation with UWMRF shall prosecute and
                                         maintain patent applications and patents included within the Licensed Patent(s) diligently.
                                         To the extent the Company does not prosecute and maintain patent applications and patents
                                         included within the Licensed Patents, UWMRF shall have the right to prosecute and maintain
                                         such patents and patent applications on UWMRF’s behalf (at UWMRF’s expense),
                                         in which case, such patents and patent applications shall be treated in accordance with
                                         Section 5.6.



 





	5.6.	Future
                                         Patent Costs. During the time that any rights granted to Company remain exclusive,
                                         Company agrees to pay all costs (services and disbursements) incurred by UWMRF after
                                         the Effective Date in connection with the preparation, filing, prosecution and maintenance
                                         of Licensed Patent(s) (“Patent Related Costs”). UWMRF shall be reasonably
                                         included and given reasonable participation rights in all meetings with and communications
                                         to and from patent counsel. During the term of this Agreement Company may elect not to
                                         proceed with the payment of certain Patent Related Costs and prosecution for any one
                                         or more particular patent(s) or patent application(s) (thereafter a “Relinquished
                                         Patent”) included within the Licensed Patents. Upon provision to UWMRF of written
                                         notice of such election, and effective ten (10) days after the receipt of such notice,
                                         this Agreement and Exhibit 1 shall be amended and such Relinquished Patent(s) shall no
                                         longer be included within the Licensed Patents and Company shall have no rights with
                                         respect thereto. For clarity, any Patent Related Costs accrued prior to the effective
                                         date of a Relinquished Patent, must be reimbursed to UWMRF. All rights previously granted
                                         to Company with respect to such Relinquished Patent(s) will revert to the sole benefit
                                         of UWMRF, and Company shall be fully liable for any infringement thereof caused by its
                                         activities after the date of relinquishment.


 



    	Page 13 of 25



    	 



    

 


	5.7.	Challenge
                                         of Patent by Company. If the Company, sublicensee, an affiliate, or a Third Party
                                         acting on behalf of the Company or one of its affiliates or sublicensees, challenges
                                         the validity or enforceability of UWMRF’s Patent Rights anywhere in the world,
                                         the Company must continue to pay all royalties and other financial obligations required
                                         under this Agreement, to include patent costs and fees. The Company must reimburse the
                                         UWMRF for all fees and costs associated with defending such action, including but not
                                         limited to attorney fees and expert fees.



 


6.       DEVELOPMENT,
DILIGENCE AND MILESTONES




 


	6.1.	Development
                                         Rights. Company shall have the sole right and obligation to make all decisions regarding
                                         the Development, use, production, Sale, Commercialization, and sublicensing of Licensed
                                         Products. Company shall reasonably consider all input and comments received from UWMRF
                                         related to Company’s Development, use, production, Sale, Commercialization, and
                                         sublicensing of Licensed Products.



 


	6.2.	Diligent
                                         Efforts. Company must exercise Diligent Efforts to Develop the Licensed Products
                                         for use throughout the Licensed Field and will give commercially reasonable consideration
                                         to the broadest possible application of the Licensed Products within the Field of Use
                                         to which the Licensed Patents might be applied. Company shall give reasonable consideration
                                         to any comments or suggestions from UWMRF regarding additional applications to which
                                         the Licensed Patents could be applied, provided that Company shall make the final determination
                                         as to Company’s development plan(s) regarding products embraced by the Licensed
                                         Patents (subject to the above obligation on Company to exercise Diligent Efforts). Such
                                         Diligent Efforts shall include, without limitation, those activities listed in the Development
                                         Plan separately provided and not made a part of this Agreement, as amended from time-to-time.
                                         The Parties agree that a revised copy of a Development Plan will be promptly provided
                                         to UWMRF after being amended or modified by Company.



 


	6.3.	Development
                                         Plan. Beginning on the Effective Date and on each September 30 thereafter, beginning
                                         on September 30, 2021 until the date of first Sale, Company must provide UWMRF annually
                                         with a written Development Plan summarizing Company’s Development activities since
                                         the last Development Plan and any adjustments made by Company to the previous Development
                                         Plan. Company agrees to provide each Development Plan to UWMRF on or before ninety (90)
                                         days from the end of each annual period and shall set forth in each Development Plan
                                         reasonably sufficient detail to enable UWMRF to ascertain Company’s progress toward
                                         the development of Licensed Products based on the Licensed Patents. It is understood
                                         and acknowledged by the Parties that Development Plans shall constitute Company Confidential
                                         Information, shall not be considered a part or an amendment to this Agreement, shall
                                         be provided by Company for informational purposes only and shall not (apart from the
                                         diligence obligations set forth in Article 6.2 above) subject the Company to allegations
                                         of breach or termination of this Agreement.



 


	6.4.	Lack
                                         of Diligence. Company has or will obtain the expertise necessary to independently
                                         evaluate the Licensed Patent(s) and intends to promote the development of Licensed Products
                                         for the commercial market. Company acknowledges that any failure by Company to exercise
                                         Diligent Efforts to reasonably implement the Development Plan, as amended from time to
                                         time, or to make timely submission to UWMRF of any updated Development Plan, or the providing
                                         of any false information to UWMRF regarding Company’s development activities hereunder,
                                         shall be a breach of this Agreement subject to the requirements of Article 4.3 hereof.



 




    	Page 14 of 25



    	 



    

 


7.       PROTECTION
OF LICENSED PATENTS AND INFRINGEMENT




 


	7.1.	Product
                                         Packaging. In a manner that is reasonable and consistent with industry practice and
                                         applicable legal requirements, Company agrees that all packaging containing Licensed
                                         Product(s), and documentation therefore, or Licensed Products sold by Company or its
                                         sublicensees will be permanently and legibly marked with the number of the applicable
                                         Licensed Patents in accordance with each country’s intellectual property laws,
                                         including 35 U.S.C. 287 of U.S. law.



 


	7.2.	Infringement
                                         Notification. Each Party must promptly, but no later than fourteen calendar (14)
                                         days after obtaining notice of infringement regarding the Licensed Products, notify the
                                         other in writing of such notice, including providing a copy of the notice of infringement.



 


	7.3.	Third
                                         Party Infringement. In the event that either Party believes there is infringement
                                         of any Licensed Patent(s) by a Third Party, such Party must provide the other Party with
                                         written notice that such infringement is occurring, including reasonable evidence of
                                         the infringement as soon as practicable.



 


	7.4.	Company
                                         Defense of Patent Challenge or Infringement Enforcement. Company, at its own expense,
                                         may defend or enforce any patent exclusively licensed hereunder against challenge or
                                         infringement by Third Parties and shall have the right and option to take action to abate
                                         such challenge or infringement e.g., by threatening suit, filing suit, injunction or
                                         license. Upon request by Company, UWMRF shall take action, join in any action, and otherwise
                                         provide Company with such assistance and information as may be useful to Company in connection
                                         with Company’s taking such action (if the cause of action arose during the Term
                                         of the Agreement and Company reimburses Licensors for their reasonable out-of-pocket
                                         expenses reasonably incurred in connection with any such request). Any recovery or damages
                                         with respect to challenges or infringements derived through Company taking such action
                                         shall be applied as follows:



 


		a.	first,
                                         to UWMRF to reimburse UWMRF for their expenses in assisting with such litigation (to
                                         the extent not previously reimbursed), including reasonable attorney’s fees;



 


		b.	second,
                                         to Company to reimburse Company for the expenses of the litigation, including reasonable
                                         attorney’s fees; and,



 


		c.	the
                                         balance of any recovery or damages shall be treated as Net Sales all of which shall be
                                         credited to the Company and which shall be calculated at the same royalty rate as that
                                         from Net Sales of Licensed Products.



 


	7.5.	UWMRF
                                         Defense of Patent Challenge or Infringement Enforcement. If the Company has not taken
                                         action to abate any alleged Third Party challenge or infringement within three (3) months
                                         of knowledge then, at anytime UWMRF may choose to bring an action at its own expense
                                         against the challenger or infringer of the Licensed Patents under such circumstances.
                                         Any recovery of damages for infringement derived through UWMRF taking such action shall
                                         be applied as follows:



 


		a.	first,
                                         to Company to reimburse Company for its expenses, if any, in assisting with such litigation,
                                         including reasonable attorney’s fees; and,



 


		b.	second,
                                         to UWMRF to reimburse UWMRF for the expenses of the litigation, including reasonable
                                         attorney’s fees; and,
	 	 	 



		c.	the
                                         balance of any recovery or damages shall be 100% retained by UWMRF.



 




    	Page 15 of 25



    	 



    

 


8.       DISPUTE
RESOLUTION AND INTERPRETATION




 


	8.1.	Governing
                                         Law. This Agreement and performance hereunder shall be governed, construed and enforced
                                         in accordance with the laws of the United States of America and of the laws of the State
                                         of Wisconsin (notwithstanding any choice of law principles).



 


	8.2.	Dispute
                                         Resolution. The Parties to this Agreement agree, as an initial matter, to meet, negotiate
                                         in good faith, and attempt to resolve amicably, without litigation, any controversy or
                                         any disputed claim by either Party against the other Party arising under or related to
                                         this Agreement. Prior to resorting to litigation, the Parties shall confer in good faith
                                         with respect to the possibility of resolving the matter through mediation with a mutually
                                         acceptable Third Party.



 


	8.3.	Court
                                         Resolution. If the Parties are unable to resolve the matter themselves, the Parties
                                         agree on the state and federal courts sitting in the State of Wisconsin as the sole and
                                         exclusive venues for resolving disputes, and the Parties hereby submit to the jurisdiction
                                         of such courts.



 


	8.4.	Validity.
                                         If any provision of this Agreement is determined to be invalid or unenforceable, or shall
                                         come into conflict with the laws or regulations of any jurisdiction or any governmental
                                         entity having jurisdiction over the Parties or this Agreement, those provisions shall
                                         be deemed automatically deleted, if such deletion is allowed by relevant law; the remaining
                                         provisions of this Agreement shall not be affected thereby and shall be binding upon
                                         the Parties hereto, and shall be enforceable, as though said invalid or unenforceable
                                         provision were not contained herein. Without limiting the generality of the preceding
                                         sentence, if any remedy set forth in this Agreement is determined to have failed of its
                                         essential purpose, then all other provisions of this Agreement, including the limitation
                                         of liability and exclusion of damages, shall remain in full force and effect.



 


9.       ASSIGNMENT




 


	9.1.	Assignment
                                         Consent. This Agreement and all rights and obligations are personal to the Parties,
                                         and may not be assigned without the written consent of the other Party unless otherwise
                                         provided for in Articles 9.1 or 9.2 and 2.5. With prior written notification to Company,
                                         UWMRF shall have the right to assign or transfer its rights and obligations under this
                                         Agreement; provided the party to whom such rights and obligations are assigned or transferred
                                         has also been assigned all rights to the Licensed Patents, and has agreed to assume all
                                         of the obligations of UWMRF hereunder.



 


	9.2.	Assignment
                                         Transfer. Upon written notice, this Agreement may be assigned, transferred or sublicensed
                                         by Company without UWMRF’s consent to an Affiliate or in connection with the acquisition
                                         of Company by merger, sale of all (or substantially all) of Company’s assets, or
                                         other sale of equity or reorganization resulting in a change of 50% or more in the ownership
                                         of Company’s stock, provided the assignee or successor has agreed to assume all
                                         of the obligations of Company hereunder. Company shall use best efforts to provide at
                                         least thirty (30) days written notice informing UWMRF of any potential or pending assignment
                                         of rights under the Agreement.



 




    	Page 16 of 25



    	 



    

 


10.       WARRANTY,
INDEMNIFICATION & SUPERIOR-RIGHTS




 


	10.1.	Superior
                                         Rights. Except for the rights, if any, of the Government of the United States, as
                                         set forth herein, UWMRF represents and warrants that (a) it is the owner of the entire
                                         right, title, and interest in and to the Licensed Patents, (b) it has the sole right
                                         to grant licenses thereunder, and (c) it has not granted licenses thereunder to any other
                                         entity that would restrict rights granted to Company except as stated herein.



 


	10.2.	Government
                                         Rights. It is understood that if the United States Government (through any of its
                                         agencies or otherwise) has funded research, during the course of or under which any of
                                         the inventions of the Licensed Patents were conceived or made, the United States Government
                                         is entitled, as a right, under the provisions of 35 U.S.C. § 200-212 and applicable
                                         regulations of Chapter 37 of the Code of Federal Regulations, to a nonexclusive, nontransferable,
                                         irrevocable, paid-up license to practice or have practiced the inventions of such patents
                                         for governmental purposes. Any license granted to Company pursuant to this Agreement
                                         shall be subject to such right. This Agreement is explicitly made subject to the Government’s
                                         rights under any agreement and any applicable law or regulation. If there is a conflict
                                         between an agreement, applicable law or regulation and this Agreement, the terms of the
                                         Government agreement, applicable law or regulation shall prevail.



 


	10.3.	Representations.
                                         Company understands and acknowledges that UWMRF by this Agreement, makes no representation
                                         as to the operability or fitness for any use, safety, efficacy, ability to obtain regulatory
                                         approval, patentability, and/or breadth of the Licensed Subject Matter, nor does UWMRF
                                         make any representation that the inventions contained in Licensed Patents or any Licensed
                                         Products do not infringe any other patents now held or that will be held by others or
                                         by UWMRF. UWMRF represents that its patents are validly held and to the best of its knowledge.



 


	10.4.	No
                                         Notice of Claims. UWMRF represents and warrants, (a) there are no liens, conveyances,
                                         mortgages, assignments, or other agreements which would prevent or impair the exercise
                                         of all substantive rights granted to Company pursuant to the terms and conditions of
                                         this Agreement; and (b) there is no claim, legal action, suit, arbitration, governmental
                                         investigation or other legal administrative proceeding, nor any decree or judgment in
                                         progress, pending or in effect, or, to the knowledge of UWMRF, threatened against or
                                         relating to UWMRF’s know-how or the transactions contemplated by this Agreement.



 


	10.5.	Due
                                         Diligence. Company, by execution hereof, acknowledges, covenants and agrees that
                                         it has not been induced in any way by UWMRF, University of Wisconsin System, University
                                         or its employees to enter into this Agreement, and further warrants and represents that
                                         (a) it has conducted sufficient due diligence with respect to all items, issues, and
                                         matters pertaining to this Agreement; and (b) Company has adequate knowledge and expertise,
                                         or has utilized knowledgeable and expert consultants, to adequately conduct the due diligence,
                                         and agrees to accept all risks inherent herein.



 


	10.6.	Express
                                         Warranties. THE EXPRESS WARRANTIES SET FORTH IN ARTICLES 10.1 and 10.4 ABOVE ARE
                                         THE ONLY WARRANTIES MADE BY UWMRF TO Company WITH RESPECT TO THE SUBJECT MATTER OF THIS
                                         AGREEMENT. UWMRF MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR ARISING
                                         BY CUSTOM OR TRADE USES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY
                                         OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY ASPECT OF THIS AGREEMENT OR WITH
                                         RESPECT TO THE LICENSED PRODUCTS.



 


	10.7.	Indemnification.
                                         Company agrees to hold harmless and indemnify UWMRF, University of Wisconsin System,
                                         University, its regents, officers, employees and agents from and against any claims,
                                         demands, or causes of action whatsoever, including without limitation those arising on
                                         account of any injury or death of persons or damage to property caused by, or arising
                                         out of, or resulting from, the exercise or practice of the license granted hereunder
                                         by Company, its Affiliates and their officers, employees, agents or representatives.



 




    	Page 17 of 25



    	 



    

 


	10.8.	Limitation
                                         of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL,
                                         INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS
                                         AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.



 


11.       INSURANCE




 


	11.1.	Insurance
                                         Coverage. Beginning at the time when any Licensed Product is being distributed or
                                         Sold (including for the purpose of obtaining regulatory approvals or endorsements) by
                                         Company or by a sublicensee, Company must, at its sole cost and expense, procure and
                                         maintain commercial general liability insurance adequate to cover its obligations hereunder
                                         and which are consistent with normal business practices of prudent companies similarly
                                         situated. The minimum amounts of insurance coverage required shall not be construed to
                                         create a limit of Company s liability with respect to its indemnification under this
                                         Agreement. In the event Company makes a commercially reasonable effort to comply with
                                         the requirements of this Article 11.1 and is not able to obtain all said insurance coverage,
                                         then Company must provide written documentation of its efforts to obtain such coverage
                                         with supporting independent confirmation of any ineligibility or noncompliance by insurance
                                         carrier or broker.



 


	11.2.	Evidence
                                         of Insurance. Company must provide UWMRF with written evidence of such insurance
                                         upon UWMRF’s request. Company must provide UWMRF with written notice of at least
                                         fifteen (15) days prior to the cancellation, non-renewal or material change in such insurance.



 


12.       CONFIDENTIALITY
AND PUBLIC ANNOUNCEMENTS




 


	12.1.	Nondisclosure
                                         of Confidential Information. Each Party agrees it shall not disclose Confidential
                                         Information of the other Party in any manner, either oral or written, except as authorized
                                         in this Article 12. For all purposes hereunder, the Party disclosing Confidential Information
                                         shall be the “Disclosing Party” and the other Party shall be the “Receiving
                                         Party”. UWMRF and Company each agree that all Confidential Information forwarded
                                         to one by the other (a) be received in strict confidence, (b) be used only for the purposes
                                         of this Agreement, and (c) not be disclosed by the Receiving Party, its agents, directors,
                                         owners, advisors or employees without the prior written consent of the Disclosing Party,
                                         except to the extent that the Receiving Party can establish competent written proof that
                                         such information:



 


		a.	was
                                         in the public domain at the time of disclosure; or,



 


		b.	later
                                         became part of the public domain through no act or omission of the Receiving Party, it’s
                                         employees, agents, successors or assigns; or,



 


		c.	was
                                         lawfully disclosed to the Receiving Party by a Third party having the right to disclose
                                         it; or,



 


		d.	was
                                         already known by the Receiving Party at the time of disclosure; or,



 


		e.	was
                                         independently developed by the Receiving Party; or,



 


		f.	is
                                         required by law or regulation to be disclosed.



 




    	Page 18 of 25



    	 



    

 


	12.2.	Authorized
                                         Disclosure. A Party may disclose the Confidential Information belonging to the other
                                         Party to the extent such disclosure is reasonably necessary in the following instances:



 


		a.	filing
                                         or prosecuting Patents; or,



 


		b.	prosecuting
                                         or defending litigation; or,



 


		c.	complying
                                         with applicable governmental regulations; or,



 


		d.	disclosure,
                                         in connection with the performance of this Agreement, to such Party’s Affiliates,
                                         potential collaborators and sublicensees, partners, and licensees (including potential
                                         co-marketing and co-promotion contractors), research collaborators, employees, consultants,
                                         or agents, each of whom prior to disclosure must be bound by similar obligations of confidentiality
                                         and non-use at least equivalent in scope to those set forth in this Article 12.



 


		e.	Notwithstanding
                                         the foregoing, the Company may make disclosures to prospective investors, lenders and
                                         investment bankers pursuant to its capital raising efforts.



 


	12.3.	Confidential
                                         Disclosures. The Parties acknowledge that the terms of this Agreement shall be treated
                                         as Confidential Information of both Parties. Notwithstanding the foregoing, such terms
                                         may be disclosed by a Party to individuals or entities covered by 12.2.(d) and (e) above,
                                         each of whom prior to disclosure must be bound by similar obligations of confidentiality
                                         and non-use at least equivalent in scope to those set forth in this Article 12, and Company
                                         may disclose the aggregate license terms in single Company meetings with potential investment
                                         bankers, investors, lenders, and investors solely for the purpose of raising capital.
                                         In addition, a copy of this Agreement may be filed by Company with the Securities and
                                         Exchange Commission on Form 8-K (material agreements) or its quarterly report(s) on Form
                                         10-Q or its annual report on Form 10-K or in connection with any public offering of Company’
                                         securities.



 


	12.4.	Obligation
                                         of Confidence. It is acknowledged that each Party’s obligation of confidence
                                         hereunder shall be fulfilled by using at least the same degree of care with the other
                                         Party’s confidential information as it uses to protect its own confidential information.
                                         This obligation shall exist while this Agreement is in force and for a period of three
                                         (3) years thereafter.



 


	12.5.	Rights
                                         to Publish. UWMRF (on behalf of itself, the University and the Inventor) and Company
                                         reserves their rights to release or publish, either written or orally, the results of
                                         research related to the Licensed Subject Matter, to the scientific and business community
                                         in scientific journals or at any industry, investment, field, trade, business, scientific
                                         or technical conference, seminar, symposia or similar event, so long as such publication
                                         does not conflict with the other provisions of this Article 12. Without limiting the
                                         generality of the foregoing, Company shall be entitled to present, publish and release
                                         the results of its scientific work and development efforts without notification to or
                                         consent from UWMRF. In the event UWMRF or University (or any of their respective faculty,
                                         employee(s) or students) desires to publish the results of research related to the Licensed
                                         Subject Matter, such party shall give Company no less than sixty (60) days prior to the
                                         submission for publication a copy of the proposed publication (or an outline of such
                                         oral disclosure) to review the proposed publication and provide UWMRF with its comments
                                         and suggested changes. UWMRF shall take such comments and suggested changes reasonably
                                         into account. Within this sixty (60) day period the Company may request UWMRF, in writing,
                                         to delay such submission for publication or oral disclosure for a maximum of an additional
                                         thirty (30) days in order to protect the potential patentability of any invention described
                                         therein, and UWMRF shall comply with any such request so long as it is reasonable and
                                         cooperate with Company towards that end. Such delay must not, however, be imposed on
                                         the filing of any student thesis or dissertation by way of this Article 12.5. In no event
                                         shall the public release of any proposed publication or oral disclosure be delayed more
                                         than ninety (90) days from the date of its submission to Company. Upon the expiration
                                         of such sixty (60) day period from receipt by Company of such proposed publication, then
                                         UWMRF shall be free to proceed with the written publication or the oral presentation,
                                         unless Company has requested the delay described above.





    	Page 19 of 25



    	 



    

 


	12.6.	Publicity.
                                         The Parties agree that the initial public announcement of the execution of this Agreement
                                         shall be substantially in the form of the press release attached as Exhibit 2, if any,
                                         or as otherwise agreed by the Parties. During the Agreement Period, UWMRF and Company
                                         shall submit to the other for review and comment, to the extent reasonably attainable,
                                         not less than forty-eight (48) hours prior to release, all press releases or other public
                                         announcements directly relating to the license granted under this Agreement.



 


	12.7.	Use
                                         of Name. A Party shall not use the name of another Party in any public announcement
                                         without the prior written consent of the other Party, which consent shall not be unreasonably
                                         withheld, conditioned or delayed. For clarity, the name of a Party, without prior written
                                         consent, shall be permitted to be used in any governmental or regulatory filings.



 


13.       NOTICES




 


	13.1.	All
                                         notices required or permitted under this Agreement shall be in writing (including by
                                         facsimile or PDF copy attached to an email) and provided by certified or registered air
                                         mail, personal delivery, or facsimile or email to the appropriate Party at the following
                                         addresses or such other addresses as the Parties may hereafter designate by notice:



 


	13.2.	



 


	If
    to UWMRF:	 	UWM
                                         Research Foundation

        Attn:
        President

        1440
        East North Avenue

        Milwaukee,
        WI 53202
	 	With
    a copy to (UWMRF):	 	UWM
                                         Foundation

        Attn:
        Chief Operating Officer

        1440
        East North Avenue

        Milwaukee,
        WI 53202

	 	 	 	 	 	 	 
	If
    to Company:	 	RespireRx
                                         Pharmaceuticals Inc

        Attn:
        Arnold S. Lippa, Chief Scientific Officer

        Address:
        126 Valley Road, Suite C

        Glen
        Rock, NJ 07452

        Email:
        alippa@respirerx.com
	 	With
    a copy to RespireRx Pharmaceuticals Inc.	 	Attn:
                                         Jeff Eliot Margolis, CFO

        Address:
        126 Valley Road, Suite C

        Glen
        Rock, NJ 07452

        Email:
        jmargolis@auroracapital.com




 


Each
Party may change the address or title of the person to whom notices will be sent by giving notice in the manner set forth herein.


 


14.       GENERAL




 


	14.1.	Complete
                                         Agreement. This Agreement, together with the agreements expressly referenced herein,
                                         constitutes the entire and only agreement between the Parties for Licensed Subject Matter
                                         and all other prior negotiations, representations, agreements, and understandings are
                                         superseded hereby. No agreements altering or supplementing the terms hereof may be made
                                         except by a written document signed by both Parties.



 




    	Page 20 of 25



    	 



    

 


	14.2.	Force
                                         Majeure. No Party to this Agreement shall be responsible or liable to any other Party
                                         hereunder for failure or delay in performance of this Agreement due to any war, fire,
                                         accident or other casualty, or any labor disturbance or act of God or the public enemy
                                         or any other contingency beyond such Party’s reasonable control. In the event of
                                         the applicability of this Article 14.2, the Party affected thereby shall use its commercially
                                         reasonable efforts to eliminate, cure and overcome any such causes and resume performance
                                         of its obligations under this Agreement.



 


	14.3.	Regulations.
                                         Company must comply with all applicable federal, state and local laws and regulations
                                         in connection with its activities pursuant to this Agreement, including without limitation,
                                         export regulations.



 


	14.4.	No
                                         Waiver. Failure of UWMRF to enforce a right under this Agreement will not act as
                                         a waiver of that right or the ability to later assert that right relative to the particular
                                         situation involved.



 


	14.5.	Use
                                         of Titles and Headings. The titles and headings used in this Agreement are inserted
                                         for convenience of reference only and are not intended to be a part of or affect the
                                         meaning of this Agreement.



 


	14.6.	Severability.
                                         If any provisions contained in this Agreement shall be held to be invalid, illegal, or
                                         unenforceable in any respect, the remainder of this Agreement shall be construed as if
                                         such provision had never been contained in the Agreement.



 


	14.7.	The
                                         use of the singular shall also mean the plural; the use of the plural shall also mean
                                         the singular. The use of “including” shall be by way of illustration and
                                         shall mean “including without limitation.” All defined terms shall have the
                                         defined meaning whether used before or after such term is defined.



 


	14.8.	This
                                         Agreement may be executed in a number of identical counterparts each of which for all
                                         purposes shall be deemed an original. This Agreement shall not be binding on the Parties
                                         until all Parties have signed the same Agreement or identical counterparts thereof and
                                         each Party has received the signature page signed by the other Party, whether that signature
                                         page is an original, facsimile, digital or electronic copy.



 


The
remainder of this page was intentionally left blank.


 




    	Page 21 of 25



    	 



    

 


IN
WITNESS WHEREOF, Parties hereto have caused their duly authorized representatives to execute this Agreement.


 


	University
    of Wisconsin-Milwaukee Research Foundation 
	 	 
	By	/s/
    Brian D. Thompson	 
	Name:	Brian
    D. Thompson	 
	Title:	President	 
	Date:	August
    4, 2020	 
	 	 
	RespireRx
    Pharmaceuticals Inc.	 
	 	 
	By	/s/
    Jeff Eliot Margolis	 
	Name:	Jeff
    Eliot Margolis	 
	Title:	Senior
    Vice President, Chief Financial Officer, Treasurer, Secretary	 
	Date:	August
    1, 2020	 


 


The
remainder of this page was intentionally left blank.


 




    	Page 22 of 25



    	 



    

 


Exhibit
1


 


Licensed
Patents


 


	Title

        *Anticipated
        Title
	 	Application/Patent
    Number	 	Type
    	 	Filing
                                         Date

        *Anticipated
        Filing Date

	GABAERGIC
    RECEPTOR SUBTYPE SELECTIVE LIGANDS AND THEIR	 	9,006,233	 	US	 	Issued
	GABAERGIC
    RECEPTOR SUBTYPE SELECTIVE LIGANDS AND THEIR USES	 	9,597,342	 	US	 	Issued
	GABAERGIC
    LIGANDS AND THEIR USES	 	10,259,815	 	US	 	Issued
	GABAERGIC
    LIGANDS AND THEIR USES	 	2979701	 	CA
    Utility	 	3/20/2015


 




    	Page 23 of 25



    	 



    

 


Exhibit
2


 


Initial
Press Release


 


To
Be Agreed As Of the Effective Date or Within 4 Business Days Thereof


 




    	Page 24 of 25



    	 



    

 


Exhibit
3


 


ROYALTY
REPORT


 


LICENSEE:____________________________________________


Period
Covered: From____________ Through: _____________


Prepared
By: ___________________________________________       Date: _____________


Approved
By: __________________________________________       Date: _____________


 


	Report
    Type: 	[  ]Single
    Product Line Report
	 	[  ]Multiproduct
    Summary Report. Page 1 of ______ Pages


 


If
Licensee has several licensed products, please prepare separate reports for each. Then, compile all licensed products into a summary
report.


 


Report
Currency: [  ] U.S. Dollars [  ] Other _____________________________


 


		 	Product
or
	 	Quantity
	 	Unit	 	 	Net
	 	 	*
Less
	 	 	Royalty
	 	 	Period
    Royalty
 Amount	 
	Country	 	Tradename	 	Sold	 	Price	 	 	Sales	 	 	Allowances	 	 	Rate	 	 	 	This
                                         Year	 	 	 	Last
                                         Year	 
	 	 	              	 	 	 	 		 	 	$	         	 	 	$	                  	 	 	 	              	 	 	$	              	 	 	$	                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL:	 	 	 	 	 	 	 	 	 	$		 	 	$		 	 	 	 	 	 	$		 	 	$		 




 


Total
Royalty Due: $___________________________


The
following royalty forecast is non-binding and for internal planning only:


Royalty
Forecast Under This Agreement: Qtr 1:________ Qtr 2:________ Qtr 3:________ Qtr 4:________


 


*
On a separate page, please indicate the reasons for adjustments, if significant. Please refer to the following examples as applicable:
(1) cash, trade or quantity discounts actually allowed; (2) sales, use, tariff, customs duties or other excise taxes directly
imposed upon particular sales; (3) outbound transportation charges—prepaid or allowed, and (4) allowances or credits to
third parties for rejections or returns.


 




    	Page 25 of 25