Exhibit
10.3





LICENSE AGREEMENT





This
License Agreement (“Agreement”), effective on October
24, 2018, is by and between Pherin Pharmaceuticals, Inc., a
California corporation with offices at 1014 Barbara Avenue,
Mountain View, CA 94040 (“LICENSOR”), and VistaGen
Therapeutics, Inc., a Nevada corporation with offices at 343
Allerton Avenue, South San Francisco, California 94080
(“LICENSEE”).





WHEREAS, LICENSOR
has developed an intranasal synthetic neuroactive steroid product
for the treatment of depression, referred to by LICENSOR as PH10;
and





WHEREAS, LICENSEE
wishes to license rights to that product from LICENSOR on an
exclusive worldwide basis; and





WHEREAS, LICENSOR
and LICENSEE (each separately as a “Party” and
collectively as the “Parties”) desire to enter into
this Agreement to set forth the licensing terms for that
product.





NOW
THEREFORE, intending to be legally bound, the Parties agree as
follows:





Article
1.                          
DEFINITIONS





1.1
 "Affiliate(s)"
means all corporations or business entities which, directly or
indirectly, are controlled by, control, or are under common control
with a person. For this purpose, the meaning of the word "control"
means the ownership, control or holding, direct or indirect of
fifty percent (50%) or more of the securities or other ownership
interests representing the equity, voting stock, preferred stock,
general partnership, limited partnership or limited liability
company interest of such entity.





1.2
 “Commercialize”
or “Commercialization” means any and all activities
directed to the Development (as defined below) and
commercialization of Licensed Product, including pre‐launch and
post‐launch
marketing, promoting, distribution, retailing or selling of
Licensed Product (as well as importing and exporting activities in
connection therewith). When used as a verb,
“Commercialize” means to engage in
Commercialization.





1.3
 “Control”
or “Controlled” means the legal authority or right
(whether by ownership, license or otherwise) to: (i) with respect
to any molecule or material, grant ownership of or a license or
sublicense to use such molecule or material; (ii) with respect to
any know‐how, patents, other
intellectual property, grant ownership of or a license or a
sublicense under such know‐how, patents, or
intellectual property; or (iii) with respect to any proprietary or
trade secret information, disclose such information; in each case
without breaching the terms of any agreement with, obligation to or
other arrangement with a third-party, or misappropriating the
proprietary or trade secret information of a
third-party.








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -1-





1.4
 “Confidential
Information” means, subject to the exclusions of Section 5.1,
all information that has or could have commercial value or other
utility in a Party’s business, or the unauthorized disclosure
of which could be detrimental to the Party’s interests,
including confidential information, inventions, know-how, data and
materials relating to Licensed Product, and shall include without
limitation research, technical, development, manufacturing,
marketing, financial, personnel and other business information and
plans, whether in oral, written, graphic or electronic
form.





1.5
 “Develop”
or “Development” means any and all research and
development activities for Licensed Product conducted anywhere in
the Territory on and after Effective Date relating to Licensed
Product, including all nonclinical, preclinical and clinical
activities, testing and studies of Licensed Product, manufacturing
development, process development, toxicology studies, distribution
of Licensed Product for use in clinical trials (including placebos
and comparators), research and development of companion diagnostics
for use in connection with clinical trials of Licensed Product as
well as approved Licensed Product, statistical analyses, and the
preparation, filing and prosecution of any NDA and obtaining or
maintaining Regulatory Approvals for Licensed Product, as well as
all regulatory affairs related to any of the foregoing. When used
as a verb, “Develop” means to engage in
Development.





1.6
 “Effective
Date” means the effective date of this Agreement as set forth
in its first paragraph.





1.7
 “First
Commercial Sale” means the first sale of Licensed Product in
the Territory by LICENSEE, its Affiliates or sublicensee, or a
third-party distributor or wholesaler under contract with LICENSEE,
its Affiliates or sublicensees.





1.8
 “Field”
means the treatment, prevention and diagnosis of human and
veterinary diseases and conditions, including, but not limited to,
depression.





1.9
 “Improvements”
means any inventions or discoveries that relate to Licensed
Product, its manufacture, properties and applications and that fall
within the scope of the Licensed Patents and Licensed
Know-How.





1.10
 “Licensed
Know‐How” means any
and all unpatented and/or non-patentable technical data, documents,
materials, samples and other information and know‐how that is Controlled
by LICENSOR or any of its Affiliates as of the Effective Date or
thereafter during the Term that relates to, or is otherwise
reasonably necessary or reasonably useful for, the use,
Development, manufacture, or Commercialization of the Product.
Licensed Know-How shall not include Licensed Patents.





1.11
 “Licensed
IP” means the Licensed Patents and Licensed Know‐How and any
Improvements controlled by LICENSOR.








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -2-





1.12
 “Licensed
Patents” means any and all patents and patent applications
that are Controlled by LICENSOR or any of its Affiliates as of the
Effective Date or thereafter during the Term that: (a) are set
forth in Schedule 1
to this Agreement; and/or (b) claim the composition of matter of,
or the method of manufacturing, or using, Licensed Product; or (c)
that otherwise relate to, or are reasonably necessary or reasonably
useful for, the use, Development, manufacture or Commercialization
of Licensed Product, including any related provisionals,
divisionals, continuations, continuations-in-part, reissues and
extensions, as well as all foreign patents and foreign patent
counterparts, such as supplementary protection certificates, to the
foregoing.





1.13
 “Licensed
Product” means any pharmaceutical formulation for intranasal
administration containing as an active ingredient
pregn-4-en-20-yn-3-one.





1.14
 “NDA”
means a New Drug Application for regulatory approval to market and
sell Licensed Product for the acute treatment of depression that is
filed with the U.S. Food and Drug Administration
(“FDA”) or the European Medicines Agency
(“EMEA”).





1.15
 “NDA
Approval” means an NDA approved by the FDA or EMEA that is
not conditioned on any other event (or if NDA Approval is
conditioned upon an event, then the occurrence of that event),
provided, however, such other events shall specifically not include
FDA or EMEA requirements to conduct post marketing studies and any
requirement for such post marketing studies shall not be deemed to
delay the Final Approval.





1.16
 “Net
Sales” means the gross amount collected by LICENSEE and its
Affiliates and sublicensees for arm’s length sales or other
transfers of the Licensed Product in countries in the Territory in
which there is a Licensed Patent set forth in Schedule 1, to an end
user or distributor of the Licensed Product, less the
following:





(a)
 customary trade,
quantity, or cash discounts to the extent actually allowed and
taken;





(b)
 amounts repaid or
credited by reason of rejection or return; and





(c)
 to the extent
separately stated on purchase orders, invoices, or other documents
of sale, any taxes or other governmental charges levied on the
production, sale, transportation, delivery or use of the Licensed
Product which is paid by or on behalf of LICENSEE; and outbound
transportation costs prepaid or allowed and costs of insurance in
transit.





For the
avoidance of doubt, transfers of Licensed Product between any of
LICENSEE, its Affiliates or sublicensees for sale by the transferee
shall not be considered Net Sales.


Net
Sales and LICENSEE’s obligation to pay royalties will be
determined on a country‐by‐country basis starting with
the first Commercial sale of such Licensed Product in such country
and terminating upon the later to occur of either: (a) the
expiration or other lapse in protection by the last Valid Patent
Claim covering the approved Licensed Product in such country (the
“End of Patent Protection”); or (b) the expiration or
other lapse in protection of regulatory exclusivity covering the
approved Licensed Product in such country (the “End of
Regulatory Protection”) if granted and extending beyond the
End of Patent Protection. Notwithstanding the status of patent or
regulatory protection, Net Sales and LICENSEE’s obligation to
pay royalties shall be considered as terminated upon the
availability in such country of an approved generic version of the
Licensed Product from an unlicensed third-party.








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -3-





1.17
 “Territory”
means all countries worldwide.





1.18
 “Valid Patent
Claim” means a claim of the Licensed Patents that has not
lapsed or become abandoned or been declared invalid or
unenforceable by a court or agency of competent jurisdiction from
which no appeal can be or is taken.





Article
2.                          
GRANT OF LICENSE AND ACCESS





2.1
 Exclusive License. LICENSOR
grants LICENSEE a worldwide, exclusive license, even as to
LICENSOR, with the right to sublicense, under the Licensed IP to
Develop, Commercialize, make, have made, import, use, offer to
sell, sell and have sold Licensed Product in the Field and in the
Territory. Except for permitted Collaboration Activities, LICENSOR
will not Develop or Commercialize in the Territory (i) any Licensed
Product, or (ii) any product for the treatment of
depression.





2.2
 Rights to Improvements. During
the term of this Agreement, LICENSOR agrees to advise LICENSEE in
writing on at least a semi-annual basis of any Improvements made by
LICENSOR. Such LICENSOR Improvements shall become Licensed IP and
be subject to the license right granted in Section 2.1; however, no
additional royalty fees or other consideration shall be due for the
use of such Improvements by LICENSEE. During the term of this
Agreement, LICENSEE agrees to advise LICENSOR in writing on at
least a semi-annual basis of any Improvements made by
LICENSEE.





2.3
 Right to Sublicense. LICENSEE
will have the right to grant sublicenses under the license granted
in Section 2.1 of this Agreement, through multiple tiers, to any
Affiliate or third-party. Each sublicense of LICENSEE’s
rights shall be in writing, shall be consistent with the terms and
conditions hereof, and shall require the sublicensee, in granting
any further sublicenses, to comply with LICENSEE’s
sublicensing obligations hereunder as though such sublicensee were
LICENSEE. If LICENSEE grants a sublicense to any third-party, then
LICENSEE shall: (i) include in each such sublicense agreement terms
that permit LICENSEE to comply with its obligations under this
Agreement between LICENSOR and LICENSEE, including related to
reporting sales of Licensed Product to LICENSOR; (ii) notify
LICENSOR of such sublicense or amendment thereto within thirty (30)
days after it becomes effective, including the identity of the
sublicensee and the territory in which such rights have been
sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a
copy of such sublicense agreement and amendment thereto (provided
that LICENSEE may redact those provisions of such agreement or
amendment that are unrelated to LICENSEE’s obligations under
this Agreement); and (iv) use commercially reasonable efforts to
enforce the terms of such sublicense agreement that relate to
LICENSEE’s obligations under this Agreement.








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -4-





2.4
 Supply and Manufacturing. The
Parties acknowledge and agree that, as of the Effective Date,
LICENSOR is not subject to any obligations with a third- party
regarding its current source of Licensed Product, and that LICENSEE
shall be permitted to enter into a supply agreement with any
third-party manufacturer to secure supply of Licensed Product for
LICENSEE directly from such third-party manufacturer. In addition,
LICENSOR acknowledges that, upon execution and delivery of the
Agreement, LICENSEE shall receive all right, title and interest in
LICENSOR’s existing inventory of Licensed Product, whether or
not vialed, and all other materials related to the manufacture,
formulation and vialing of Licensed Product.





2.5
 Regulatory Matters; Right of
Reference. LICENSEE shall control all regulatory
interactions and decisions relating to the Licensed Product in the
Territory and shall hold the NDA and other regulatory approvals for
the Licensed Product in the Territory. LICENSEE shall have the
exclusive right to reference and use all information,
know‐how,
and data generated in LICENSOR’s prior and future depression
clinical trials and other development activities related to
Licensed Product conducted by LICENSOR prior to and following the
Effective Date of the Agreement in support of regulatory filings
and regulatory approvals for the Licensed Product in the
Territory.





2.6
 Access to LICENSOR Employees.
In order to permit the transfer of Licensed Know-How and otherwise
to facilitate the development and commercialization of Licensed
Product, LICENSOR agrees to permit LICENSEE reasonable access to
those LICENSOR employees named as inventors of the Licensed Patents
and other employees of LICENSOR who possess Licensed
Know-How.





2.7
 Joint Steering Committee. Upon
the Effective Date, the Parties will establish a Joint Steering
Committee (JSC) to provide strategic leadership for the development
of Licensed Product. Dr. Louis Monti will be LICENSOR’s sole
representative on the JSC. LICENSEE will share with LICENSOR,
through Dr. Monti, copies of regulatory filings and study reports
relating to Licensed Product as soon as practicable after they are
made available to LICENSEE. For the avoidance of doubt, as between
the Parties, LICENSEE will have the sole discretion and final
decision-making authority on all matters considered by the JSC
relating to the Development of Licensed Product.





Article
3.                          
LICENSE FEE, ROYALTIES AND OTHER PAYMENTS





3.1
 License Fee. In consideration
of the grant of rights in Article 2 of this Agreement, as soon as
practicable after the Effective Date, but no later than ten (10)
business days after the Effective Date, LICENSEE will pay LICENSOR
a one-time license fee of two million dollars ($2,000,000), which
amount shall be payable solely in unregistered shares of common
stock of LICENSEE. For avoidance of doubt, the Parties agree that
the number of shares of LICENSEE common stock to be issued to
LICENSOR shall be determined dividing the closing price of
LICENSEE’s common stock on the Nasdaq Capital Market on the
trading day immediately prior to the Effective Date into two
million dollars ($2,000,000).








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -5-





3.2
 Royalty on Licensed Product. In
consideration of the grant of rights under Article 2 of this
Agreement, LICENSEE will pay LICENSOR a royalty as a percentage of
Net Sales generated by Licensee and/or its Affiliates in the
Territory from the Commercial sale of Licensed Product in each
calendar year during the Term until the End of Patent Protection,
as follows:





●
 [*****];





●
 [*****];
and





●
 [*****].


Notwithstanding
the foregoing royalty rates, LICENSEE will pay LICENSOR a reduced
royalty that is [*****] of the stated rates for Net Sales in any
country that are made after the End of Patent Protection but before
the End of Regulatory Protection. In the event that LICENSEE or an
Affiliate sublicenses its rights under this Agreement to a
third-party, then LICENSEE will pay LICENSOR the foregoing
percentages applied to any license fees and royalties received by
LICENSEE or its Affiliate on Net Sales made by such sublicensee.
For the avoidance of doubt, the monthly development support
payments of Section 3.3 and the development and regulatory
milestone payments of Section 3.4 shall remain owed to LICENSOR in
full regardless of any sublicense.





3.3
 Monthly Development Support
Payment. At the end of each month, for a term of the first
to occur of eighteen (18) months from the Effective Date or
termination of the Agreement, LICENSEE will pay LICENSOR a
development support payment of ten thousand dollars ($10,000).
Notwithstanding the foregoing, these monthly support payments are
not due or payable for as long as monthly support payments
separately are being made by LICENSEE under the license agreement
between the Parties related to PH94B. These monthly development
support payments shall be creditable against royalties paid
pursuant to Section 3.2.





3.4
 Development and Regulatory-Based
Milestone Payments. At such time as Licensed Product of
LICENSEE (or its Affiliates or sublicensees) first achieves NDA
Approval from the FDA and/or EMEA, as described below, LICENSEE
will pay to LICENSOR the milestone payment specified below. The
specified milestone payment(s) shall be made within twelve (12)
months after the occurrence of the milestone event.





(a)
 [*****] upon the
LICENSEE’s NDA Approval by the FDA; and





(b)
 [*****] upon the
LICENSEE’s NDA Approval by the EMEA.





3.5
 Mode of Payment. All royalty
payments to LICENSOR hereunder shall be made on an annual basis, in
connection with the annual sales report described in Section 4.3,
by wire transfer of United States Dollars in the requisite amount
to such bank account as LICENSOR may designate by notice to
LICENSEE. Payments shall be free and clear of any taxes (other than
withholding and other taxes imposed on LICENSEE), fees or charges,
to the extent applicable. The amount of Net Sales in any country in
the Territory outside of the United States shall be converted into
United States Dollars, by applying the buying rate for the
applicable day of conversion as published by Wall Street Journal on
the last business day of the applicable period.








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -6-





3.6
 Third-Party Royalties. If
LICENSEE is obligated to pay a royalty to one or more third-parties
for Licensed Product, the royalty obligation of Section 3.2 shall
be reduced by one half (1/2) of the third-party obligation
effective on the date on which royalties are first due under the
agreement with the third party. Notwithstanding the foregoing, in
no event shall the royalty obligation under Section 3.2 be reduced
below [*****].





3.7
 Applicable Royalty. Only one
royalty obligation shall be applicable to Licensed Product
regardless of whether one or more Valid Patent Claims or regulatory
exclusivity pertains. No royalty obligation shall be due under this
Agreement in the event that a manufacturing sublicense is granted
by LICENSEE, its Affiliates or sublicensees.





Article
4.                          
OBLIGATIONS OF LICENSEE





4.1
 Commercialization. LICENSEE
agrees to use its reasonable best efforts to Develop and
Commercialize Licensed Product in the Territory as soon as
practicable, consistent with sound business practices and
judgment.





4.2
 Annual Progress Reports.
LICENSEE shall provide LICENSOR with written annual reports within
sixty (60) days after the end of each calendar year during the term
of this Agreement to report on LICENSEE’s progress in
developing and marketing Licensed Product. The obligation to submit
such progress reports shall end upon the First Commercial Sale of
Licensed Product.





4.3
 Annual Sales Reports. LICENSEE
shall provide LICENSOR with written annual reports within sixty
(60) days after the end of each calendar year during the term of
this Agreement to report on Net Sales.





4.4
 Records. LICENSEE shall keep
complete, accurate and correct records of Net Sales in sufficient
and appropriate detail to determine the amount of royalties due to
LICENSOR. Such records shall be available for inspection and
maintained for a period of three (3) years after the payment of any
such royalty. LICENSEE shall permit such books and records to be
examined at a reasonable time during normal business hours by a
certified public accountant chosen by LICENSOR and reasonably
acceptable to LICENSEE for the purpose only of verifying the
reports and payments required by this Agreement. Such examination
shall be made at the expense of the LICENSOR.





4.5
 Compliance
with Applicable Law. LICENSEE agrees to comply with all
applicable federal, state and local laws that relate to the
manufacture and sale of Licensed Product





Article
5.                       
CONFIDENTIALITY








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -7-





5.1
 Confidential Information.
Except as expressly provided herein, the Parties agree that, for
the term of this Agreement and for five (5) years thereafter, the
receiving Party shall keep completely confidential and shall not
publish or otherwise disclose and shall not use for any
purposeexcept for the
purposes contemplated by this Agreement any Confidential
Information furnished toit by the disclosing Party
pursuant to this Agreement, except to the extent that it can
beestablished by the
receiving Party by competent proof that such Confidential
Information:





(a)
 was already known
to the receiving Party, other than under an obligation of
confidentiality to the disclosing Party, at the time of
disclosure;





(b)
 was generally
available to the public or otherwise part of the public
domainat the time of
its disclosure to the receiving Party;





(c)
 became generally
available to the public or otherwise part of the public
domainafter its
disclosure and other than through any act or omission of the
receiving Party in breach of thisAgreement;





(d)
 was subsequently
lawfully disclosed to the receiving Party by a person other than a
Party; or





(e)
 was independently
developed by the receiving Party.





5.2
 Permitted Use and Disclosures.
Each Party may use or disclose Confidential Information disclosed
to it by the other Party, under substantially similar obligations
of confidentiality, to the extent such use or disclosure is
reasonably necessary in raising capital; negotiating marketing,
manufacturing or product development arrangements; in connection
with a potential sale of the company; defending litigation;
complying with applicable governmental regulations or otherwise
submitting information to tax or other governmental authorities;
working with its outside accounting firm; provided, however, that
if a Party is required to make any such disclosure of another
Party's Confidential Information, other than pursuant to a
confidentiality agreement, it will give reasonable advance notice
to the latter Party of such disclosure and will use its best
efforts to cooperate with the said latter Party’s attempts to
secure confidential treatment of such information (including the
significant financial terms of this Agreement) prior to its
disclosure (whether through protective orders or otherwise) and
disclose such information only to the minimum extent necessary to
comply with such requirements.





Article
6.                       
PATENTS





6.1
 LICENSOR Licensed Patents.
LICENSEE shall prepare, file, prosecute and maintain the Licensed
Patents in the Territory at LICENSEE’s expense. LICENSEE
agrees to keep LICENSOR fully advised of the status of all Licensed
Patents; and will provide LICENSOR with a reasonable opportunity to
comment on the preparation, filing, prosecution, maintenance, and
seeking extensions of the Licensed Patents. LICENSOR agrees to
cooperate with LICENSEE in such patent-related activities at
LICENSEE’s reasonable request and expense.





Article
7.                       
INFRINGEMENT








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -8-





7.1
 Notice of Infringement by Third
Parties. In the event that any third-party infringement of
any of the Licensed Patents comes to the attention of either Party
to this Agreement, that Party shall promptly notify the other
Party.





7.2
 Actions for Infringement.
If any Valid Claim of
the Licensed Patents is infringed by a third party in the
Territory, LICENSEE shall have the right and option, but not the
obligation, to commence appropriate legal action to enjoin
such infringement, at
LICENSEE’s expense, against such third-party in the name of
LICENSOR, its Affiliates or assignees. If LICENSEE fails to
initiate such action within ninety (90) days after being notified
of the infringement, LICENSOR shall have the right, but not the
obligation, to undertake such action at its own expense, and
LICENSEE agrees to cooperate with LICENSOR, at LICENSOR’s
expense. LICENSEE shall
promptly notify LICENSOR of any infringement action that it brings
pursuant to this Article 7, and shall keep LICENSOR informed as to
the prosecution of any action for each such infringement. In
either case, the other Party may participate in such infringement
action at its own expense and may be represented by counsel of its
choice.





7.3
 Recovery of Damages. Any
damages or awards resulting from the prosecution of such
infringement claims shall be applied first, to reimburse the
prosecuting party for its costs and expenses, and second to
reimburse the participating party for its costs and expenses, with
any balance to be shared by the Parties in proportion to their
respective economic losses from such infringement. No settlement, consent judgment or
other voluntary final disposition which would adversely affect the
Licensed Patents may be entered into by LICENSOR without the
consent of LICENSEE, which consent shall not be unreasonably
withheld.





7.4 Cooperation.
Each of the Parties shall cooperate with the others in respect of
any claim or action relating to the Licensed Patents, such
cooperation to include, without limitation, making available, upon
reasonable request, such of its employees, records, papers,
information, samples, specimens and the like as may be reasonably
requested by the other Party.





7.5
 Infringement of Third-Party
Patents. In the event that either Party becomes aware that
LICENSEE’s activities pursuant to the Agreement might
infringe the patents of any third party, that Party shall promptly
notify the other Party. In such event, the Parties agree to discuss
in good faith how to respond to such potential infringement
liability. Absent agreement to the contrary, LICENSEE shall have the right and
option, but not the obligation, to defend against any
asserted infringement challenge at its own expense and in the name
of LICENSOR, its Affiliates or assignees. Neither Party has
the right to accept any judgment or enter into any settlement or
otherwise dispose of any infringement claim made by a third party
without the prior written consent of the other Party (which consent
shall not be unreasonably withheld, conditioned or
delayed).





Article
8.                       
REPRESENTATIONS AND WARRANTIES








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -9-





8.1
 Authority. Each Party
represents and warrants that it has the full right, power and
authority to execute, deliver and perform its obligations pursuant
to this Agreement.





8.2
 No Conflicts. Each Party
represents and warrants that the execution, delivery and
performance of this Agreement does not conflict with, or constitute
a breach or default under any of its charter or organizational
documents, any law, order, judgment or governmental rule or
regulation applicable to it, or any material agreement, contract,
commitment or instrument to which it is a party.





8.3
 No Existing Third-Party Rights.
The Parties represent and warrant that their obligations under this
Agreement are not encumbered by any rights granted by either Party
to any third parties, and that to their knowledge no third party
has made any claim or asserted any right to the Licensed IP or
Licensed Product including pending, settled or threatened
litigation or regulatory challenges.





8.4
 Continuing Representations. The
representations and warranties of each Party contained in this
Article 8 shall survive the execution and delivery of this
Agreement and shall remain true and correct at all times during the
term of this Agreement with the same effect as if made on and as of
such later date.





8.5
 Disclaimer of Warranties.
LICENSOR MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OR
CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO
LICENSED PRODUCT INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.





8.6
 Patent Warranties by LICENSOR.
(a) LICENSOR does not know of any United States patent or patent
application, or foreign counterpart, whether or not owned or
licensed to LICENSOR, that might be infringed by the exercise by
LICENSEE of its rights to Licensed Product under this Agreement
other than Licensed Patents. (b) LICENSOR warrants that it has
obtained from the inventors of the Licensed IP valid and
enforceable agreements assigning to LICENSOR each such
inventor’s entire right, title and interest under the
applicable employee intellectual property law. (c) LICENSOR does
not know of any reason why the Licensed Patents would be
unallowable, invalid or unenforceable. (d) It is expressly
understood, however, that in making the conveyances and grants
under this Agreement, with the exception of the foregoing
provisions of this paragraph, LICENSOR makes no representations,
extends no warranties, express or implied, and assumes no
responsibilities whatsoever, with respect to the scope or validity
of any Licensed Patents, or relating to any use of Licensed Product
as being free from infringement of patents other than Licensed
Patents.





Article
9.                       
TERM AND TERMINATION





9.1
 Term. This Agreement will begin
on the Effective Date and expire on a
country‐by‐country basis on the date that Net Sales end
in such country. For the avoidance of doubt, following such
expiration, the license in such country will be fully paid up,
irrevocable and perpetual.








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -10-





9.2
 Termination by LICENSEE for
Convenience. LICENSEE may terminate this Agreement without
cause upon one hundred eighty (180) days written notice to
LICENSOR, in the entire Territory or on a country-by-country
basis.





9.3
 Termination for Breach. The
failure by a Party to comply with any of the material obligations
contained in this Agreement shall entitle the Party not in default
to give notice to have the default cured. If such default is not
cured within sixty (60) days after the receipt of such notice, or
diligent steps are not taken to cure if by its nature such default
could not be cured within sixty (60) days, the Party not in default
shall be entitled, without prejudice to any of its other rights
conferred on it by this Agreement, and in addition to any other
remedies that may be available to it, to terminate this Agreement,
provided, however, that
such right to terminate shall be stayed in the event that, during
such 60 day period, the Party alleged to have been in default shall
have: (i) initiated arbitration in accordance with Section 10.1,
below, with respect to the alleged default, and (ii) diligently and
in good faith co-operated in the prompt resolution of such
arbitration proceedings.





9.4
 No Waiver. The right of a Party
to terminate this Agreement, as hereinabove provided, shall not be
affected in any way by its waiver or failure to take action with
respect to any prior default.





9.5.
 Insolvency or Bankruptcy.
Either Party may, in addition to any other remedies available under
this Agreement, terminate this Agreement by written notice to the
other Party in the event the latter Party shall have become
insolvent or bankrupt, or shall have an assignment for the benefit
of its creditors, or there shall have been appointed a trustee or
receiver of the other Party or for all or a substantial part of its
property or any case or proceeding shall have been commenced or
other action taken by or against the other Party in bankruptcy or
seeking reorganization, liquidation, dissolution, winding-up,
arrangement or readjustment of its debts or any other relief under
any bankruptcy, insolvency, reorganization or other similar act or
law of any jurisdiction now or hereafter in effect, or there shall
have been issued a warrant of attachment, execution, distraint or
similar process against any substantial part of the property of the
other Party, and any such event shall have continued for 90 days
undismissed, unbonded and undischarged.





9.6
 Effect of Termination by LICENSEE
Pursuant to Section 9.2. On termination of this Agreement by
LICENSEE pursuant to Section 9.2 in any given country, within 30
days after notice from LICENSOR and at LICENSOR’s expense,
LICENSEE will, for such country: (a) transfer ownership of and
rights under any regulatory filings in such country for the
Licensed Product to LICENSOR, and (b) with input and direction
from LICENSOR, complete all relevant activities related to such
regulatory filings, including the submission of relevant notices to
the relevant Regulatory Authorities, in form and substance
satisfactory to LICENSOR, as required for LICENSOR to assume such
ownership and rights, as applicable. Promptly after such
termination, if requested by LICENSOR, LICENSEE will also
(i) send letters (in form and substance satisfactory to
LICENSOR) to the FDA and other Regulatory Authorities in such
country indicating that any other Regulatory Documents are
transferred to LICENSOR and that LICENSOR is the new owner of the
Regulatory Documents as of the Effective Date, (ii) send
letters to all applicable IRBs or other relevant entities and
similar committees to direct product-related communications to
LICENSOR commencing on the date of termination, and (iii) provide
to LICENSOR a copy of such letters. LICENSEE will also grant to
LICENSOR an irrevocable, fully-paid license in such country to all
Improvements made by LICENSEE and its Affiliates.








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -11-





9.7
 Limitation on Remedies.
LICENSEE’s remedies for uncured material breach by LICENSOR
shall be limited to (1) termination of this Agreement, in the
entire Territory or on a country-by-country basis, and/or (2) the
right to claim damages caused by that breach solely from LICENSOR.
LICENSEE waives any rights against any former officer or director
of LICENSOR in their capacity as such, as of the Effective Date,
and against any current or former shareholder of LICENSOR, in their
capacity as such, including any current or former holder of
convertible notes of LICENSOR (collectively, the “Waived
Parties”). LICENSEE agrees that it will initiate no dispute
resolution proceeding against the Waived Parties; and no
arbitration panel appointed under Article 10 shall have the ability
to make any award against the Waived Parties.





9.8
 Survival of Obligations. The
termination of this Agreement shall not relieve the Parties of any
obligations accruing prior to such termination, and any such
termination shall be without prejudice to the rights of either
Party against the other, subject to the limitations of Section 9.7
above. The provisions of Sections 4.3 to 4.5, Articles 5, 7, 8, 10
and 11 shall survive any termination of this
Agreement.





Article
10.                                 
DISPUTE RESOLUTION





10.1
 Dispute
Resolution. Any dispute concerning or
arising out of this Agreement or concerning the existence or
validity hereof, shall be determined by the following
procedure.





(a) Both
Parties understand and appreciate that their long-term mutual
interest will be best served by affecting a rapid and fair
resolution of any claims or disputes which may arise out of
services performed under this contract or from any dispute
concerning the terms of this Agreement. Therefore, both Parties
agree to use their best efforts to resolve all such disputes as
rapidly as possible on a fair and equitable basis. Toward this end
both Parties agree to develop and follow a process for presenting,
rapidly assessing, and settling claims on a fair and equitable
basis which takes into account the precise subject and nature of
the dispute.





(b) If any
dispute or claim arising under this Agreement cannot be readily
resolved by the Parties pursuant to the process described above,
the Parties agree to refer the matter to a panel consisting of the
Chief Executive Officer (“CEO”) of each Party for
review and a non-binding resolution. A copy of the terms of this
Agreement, agreed upon facts (and areas of disagreement), and
concise summary of the basis for each side’s contentions will
be provided to both such CEOs who shall review the same, confer,
and attempt to reach a mutual resolution of the issue.








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -12-





(c) If the
matter has not been resolved utilizing the foregoing process, and
the Parties are unwilling to accept the non-binding decision of the
indicated panel, either or both Parties may elect to pursue
definitive resolution through binding arbitration, which the
Parties agree to accept in lieu of litigation or other legally
available remedies (with the exception of injunctive relief where
such relief is necessary to protect a Party from irreparable harm
pending the outcome of any such arbitration proceeding). Binding
arbitration shall be settled in accordance with the Rules of
Conciliation and Arbitration of the International Chamber of
Commerce by a panel of three arbitrators chosen in accordance with
said Rules. This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of California
without regard to the conflicts of laws provision thereof. The
arbitration will be held in San Francisco, California, if initiated
by LICENSEE or LICENSOR. Judgment upon the award rendered may be
entered in any court having jurisdiction and the Parties hereby
consent to the said jurisdiction and venue, and further irrevocably
waive any objection which either Party may have now or hereafter to
the laying of venue of any proceedings in said courts and to any
claim that such proceedings have been brought in an inconvenient
forum, and further irrevocably agrees that a judgment or order in
any such proceedings shall be conclusive and binding upon the
Parties and may be enforced in the courts of any other jurisdiction
thereof.





Article
11.                                 
INDEMNIFICATION





11.1
 Indemnification of LICENSEE.
LICENSOR shall indemnify and defend LICENSEE and its Affiliates,
and the directors, officers, employees, agents and counsel of
LICENSEE and such Affiliates, and the successors and assigns of any
of the foregoing (the “LICENSEE Indemnitees”), and hold
the LICENSEE Indemnitees harmless from and against any and all
claims, liabilities, damages, losses, costs or expenses (including
reasonable attorneys’ fees and professional fees and other
expenses of litigation) (collectively, “Losses”)
resulting from any claim, suit or proceeding brought by a third
party against a LICENSEE Indemnitee, arising from or occurring as a
result of any breach of a representation or warranty by LICENSOR or
of a material obligation of LICENSOR under this Agreement or the
negligence or willful misconduct of LICENSOR in connection with the
performance of its obligations under this Agreement, except to the
extent caused by the negligence or willful misconduct of
LICENSEE.





11.2
 Indemnification of LICENSOR.
LICENSEE shall indemnify and defend LICENSOR and its Affiliates and
the directors, officers, employees, agents and counsel of LICENSOR
and such Affiliates and the successors and assigns of any of the
foregoing (the “LICENSOR Indemnitees”), and hold the
LICENSOR Indemnitees harmless from and against any and all Losses
resulting from any claim, suit or proceeding brought by a third
party against a LICENSOR Indemnitee, arising from or occurring as a
result of any breach of a representation or warranty by LICENSEE or
of a material obligation of LICENSEE under this Agreement; the use,
handling, storage, disposal or experimentation with Licensed
Product by LICENSEE; the negligence or willful misconduct of
LICENSEE in connection with the performance of its obligations
under this Agreement; or the manufacture, import, use, offer for
sale or sale of Licensed Product, except to the extent caused by
the negligence or willful misconduct of LICENSOR.








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -13-





11.3
 Procedure. A Party (the
“Indemnitee”) that intends to claim indemnification
under this Article 11 shall promptly notify the other Party (the
“Indemnitor”) in writing of any Loss in respect of
which the Indemnitee intends to claim such indemnification, and the
Indemnitor shall have the right to participate in, and, to the
extent the Indemnitor so desires, to assume the defense thereof
with counsel mutually satisfactory to the Parties; provided,
however, that an Indemnitee shall have the right to retain its own
counsel, with the fees and expenses to be paid by the Indemnitor,
if representation of such Indemnitee by the counsel retained by the
Indemnitor would be inappropriate due to actual or potential
differing interests between such Indemnitee and the Indemnitor in
such proceeding. The Indemnitor shall control the defense and/or
settlement of any such Loss, and the indemnity agreement in this
Article 11 shall not apply to amounts paid in connection with any
Loss if such payments are made without the consent of the
Indemnitor, which consent shall not be withheld unreasonably. The
failure to deliver written notice to the Indemnitor within a
reasonable time after the commencement of any such action, if
prejudicial to its ability to defend such action, shall relieve
such Indemnitor of any liability to the Indemnitee under this
Article 11. At the Indemnitor’s request, the Indemnitee under
this Article 11, and its employees and agents, shall cooperate
fully with the Indemnitor and its legal representatives in the
investigation of any Loss covered by this indemnification and
provide true, correct and complete information with respect
thereto.





11.4
 Insurance. LICENSEE will
procure and maintain insurance issued by a reputable insurance
company, which policy will insure against any and all claims,
liabilities, costs, fees and expenses resulting from or caused by
(or claimed to be resulting from or caused by) use of the Licensed
Product in the Territory, with a limit of liability per occurrence
of at least an amount equal to Ten Million U.S. Dollars (US$ 10
million). It is understood that such insurance will not be
construed to create a limit of LICENSEE’s liability with
respect to its indemnification obligations under Section 11.2.
LICENSEE will provide LICENSOR with written evidence of such
insurance upon request, and will provide LICENSOR with written
notice at least 30 days prior to the cancellation, non-renewal or
material change in such insurance.





Article
12.                                 
MISCELLANEOUS





12.1
 Governing Law. This Agreement
and any dispute arising from the performance or breach hereof shall
be governed by and construed and enforced in accordance with the
laws of the State of California as applied to disputes involving
parties located entirely within the State and also without
reference to the State’s conflicts of laws
principles.





12.2
 Waiver. Neither Party may waive
or release any of its rights or interests in this Agreement except
in writing. The failure of either Party to assert a right hereunder
or to insist upon compliance with any term or condition of this
Agreement shall not constitute a waiver of that right or excuse a
similar subsequent failure to perform any such term or
condition.





12.3
 Assignability. Neither Party
may assign its rights under this Agreement without the prior
written consent of the other Party, such consent not to be
unreasonably withheld. Notwithstanding the foregoing, LICENSEE may
assign it rights under this Agreement to a successor in connection
with a merger, consolidation, spin-off or sale of all or
substantially all of its assets or that portion of its business
pertaining to subject matter of this Agreement, without prior
written consent of LICENSOR.








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -14-





12.4
 Notices. All notices, requests
and other communications hereunder shall be in writing and shall be
personally delivered or sent by courier or by registered or
certified mail, return receipt requested, postage prepaid, in each
case to the respective address specified below, or such other
address as may be specified in writing to the other Parties
hereto:





LICENSEE:
 VistaGen Therapeutics, Inc.


343
Allerton Avenue


South
San Francisco, CA 94080





Phone:
650-577-3600


Fax:
888-482-2602





ATTN:
Shawn Singh, Chief Executive Officer





with a
required copy to:





Reid
Adler, Esq.


Law
Office of Reid G. Adler, JD


4800
Hampden Lane, Suite 200


Bethesda, MD
20814


Phone:
(240)-599-1200


Fax:
(240)-599-1200


LICENSOR:
 Pherin Pharmaceuticals, Inc.


PO Box
4081


Los
Altos, CA 94024





Phone:
650-297-1484





ATTN:
Dr. Louis Monti, Executive VP





with a
required copy to:





Sam L.
Nguyen, Esq.


Hamilton, DeSanctis
& Cha, LLP


3239 El
Camino Real, Suite 220


Palo
Alto, CA 94306





Phone:
650-565-8738








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -15-





12.5
 Force Majeure. Neither Party
shall be liable to the other for failure or delay in the
performance of any of its obligations under this Agreement for the
time and to the extent such failure or delay is caused by riots,
civil commotions, wars, hostilities between nations, embargoes,
actions by a government or any agency thereof, acts of God, storms,
fires, accidents, sabotage, explosions or other similar or
different contingencies, the damage or harm resulting from any or
all of which, in each case, shall be beyond the reasonable control
of the Party invoking this Section 12.5 and not attributable to the
negligence or willful misconduct of the Party invoking this Section
12.5. The Party affected by force majeure shall provide the other
Party with full particulars thereof as soon as it becomes aware of
the same (including its best estimate of the likely extent and
duration of the interference with its activities), and will use
reasonable efforts to overcome the difficulties created thereby and
to resume performance of its obligations as soon as practicable. If
the performance of any obligation under this Agreement is delayed
owing to a force majeure event for any continuous period of more
than six (6) months, the Parties hereto shall consult with respect
to an equitable solution, including the possible termination of
this Agreement.





12.6
 Independent Contractor. Both
Parties are independent contractors under this Agreement. Nothing
contained in this Agreement is intended nor is to be construed so
as to constitute LICENSOR or LICENSEE as partners or joint
venturers with respect to this Agreement. Neither Party shall have
any express or implied right or authority to assume or create any
obligations on behalf of or in the name of the other Party or to
bind the other Party to any other contract, agreement, or
undertaking with any Third Party.





12.7
 Use of Name.The Parties may disclose the
existence and general natures of this Agreement, and LICENSEE may
use the name of LICENSOR for promotional and regulatory compliance
purposes, as necessary and appropriate to advance Development of
Licensed Product.





12.8
 Trademarks. Nothing contained
in this Agreement shall be construed as conferring any right to use
in advertising, publicity or other promotion activities any name,
trade name, trademark or other designation of any Party (including
any contraction, abbreviation or simplification of any of the
foregoing). LICENSEE, its Affiliates and sublicensees shall have
the right to market Licensed Product under their own labels and
trademarks. LICENSEE agrees to mark and have its Affiliates and
sublicensees mark all Licensed Product that they sell or distribute
pursuant to this Agreement in accordance with the applicable
statute or regulations in the country or countries of manufacture
and sale thereof.





12.9
 Severability. If any provision
of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision, so
long as the Agreement, taking into account said voided
provision(s), continues to provide the Parties with the same
practical economic benefits as the Agreement containing said voided
provision(s) did on the date of this Agreement. If, after taking
into account said voided provision(s), the Parties are unable to
realize the practical economic benefit contemplated on the date of
this Agreement, the Parties shall negotiate in good faith to amend
this Agreement to reestablish the practical economic benefit
provided the Parties on the date of this Agreement.











___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -16-





12.10
 No Implied Licenses. No rights
or licenses with respect to any LICENSOR patents or know-how, other
than as explicitly identified above, are granted or deemed granted
hereunder or in connection herewith other than those rights
expressly granted in this Agreement.





12.11
 Complete Agreement. This
Agreement, including Schedule 1, shall constitute the entire
agreement, both written and oral, between the Parties with respect
to the subject matter hereof, and all prior agreements respecting
the subject matter hereof, either written or oral, expressed or
implied, are merged and canceled, and are null and void and of no
effect. No amendment or change hereof or addition hereto shall be
effective or binding on either of the Parties hereto unless reduced
to writing and duly executed on behalf of both
Parties.





12.12
 Headings. The captions to the
sections and articles in this Agreement are not a part of this
Agreement but are included merely for convenience of reference only
and shall not affect its meaning or interpretation.





12.13
 Counterparts and Signatures.
This Agreement may be executed in counterparts, or facsimile
versions, each of which shall be deemed to be an original, and both
of which together shall be deemed to be one and the same agreement.
Signatures to this Agreement transmitted by facsimile transmission,
by electronic mail in “portable document format”
(“.pdf”) form, or by any other electronic means
intended to preserve the original graphic and pictorial appearance
of a document, will have the same effect as physical delivery of
the paper document bearing the original signature.





12.14
 Binding Effect. This Agreement
and the license granted herein shall be binding upon and shall
inure to the benefit of LICENSOR, LICENSEE and their successors and
permitted assigns.





12.15
 Advice of Counsel and Expenses.
LICENSEE and LICENSOR have each consulted with counsel of their
choice regarding this Agreement, and each acknowledges and agrees
that this Agreement shall not be deemed to have been drafted by one
party or another and will be construed accordingly. Except as
otherwise expressly provided in this Agreement, each Party shall
pay the fees and expenses of its respective attorneys and all other
expenses and costs incurred by such Party incidental to the
negotiation, preparation, execution and delivery of this
Agreement.





12.16
 Further Assurance.
Each Party shall perform all further acts and execute and deliver
such further documents as may be necessary or as the other Party
may reasonably require to give effect to this
Agreement.








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -17-





IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their authorized representatives as of the date
first above written.








VistaGen
Therapeutics, Inc.
Pherin
Pharmaceuticals, Inc.By: /s/ Shawn Singh
By: /s/ Louis MontiName: Shawn
Singh
Name: Louis Monti,
MD, PhDTitle: Chief
Executive Officer
Title:
Executive Vice
President











___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -18-











Schedule 1: LICENSOR Patent Rights








Patents
to which LICENSOR grants LICENSEE exclusive rights under Section
2.1:





[*****]








___________________
 *****
VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS
OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED
CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY
FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION.
 
 -19-