EXECUTION
VERSION





Exhibit 10.2





PATENT
LICENSE AMENDMENT AGREEMENT





This
Patent License Amendment Agreement (“PLAA”) is made as
of December 9, 2016, by and between VistaGen Therapeutics, Inc.,
with principal offices located at 343 Allerton Avenue, South San
Francisco, CA 94080 (“VistaGen”), and the University
Health Network, an Ontario corporation, incorporated under the
University Health Network Act
1997, having a business office at 101 College Street, Suite
150, Toronto, Ontario, Canada M5G 1L7 (“UHN”). VistaGen
and UHN may individually be referred to as a “Party”,
and collectively as the “Parties”.





WHEREAS,
VistaGen and UHN contemplate a restructuring of their various
collaborative activities and contractual relationships related to
that certainSponsored Research
Collaboration Agreement dated September 18, 2007, as amended
(“SRA”);





WHEREAS,
pursuant to that SRA, the Parties have entered (or shall enter)
into certain license agreements, as further identified below
(collectively the “License Agreements”);





WHEREAS,
pursuant to Section 12.5 of each of the License Agreements, no
modification shall be effective unless reduced to writing and
signed by each Party.





NOW,
THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the receipt and sufficiency of which is
hereby acknowledged, the Parties hereto agree as
follows.





1. Unless
defined otherwise in this PLAA, capitalized terms shall have the
meanings ascribed to them in the License Agreements.





2. The
License Agreements to which this PLAA applies are the
following:





(a)
“License Agreement Number 1,” dated as of October 24,
2011, conveying US and foreign rights related to International
Patent Application PCT/CA2011/000965; also indicated as UHN SRA
License No. 1;





(b)
“License Agreement,” dated as of December 22, 2014,
conveying US and foreign rights to [*****],
also indicated as UHN SRA License No. [*****];





(c)
“License Agreement” dated as of December 9, 2016,
conveying US and foreign rights to [*****],
also indicated as UHN SRA License No. [*****];
and





(d)
“License Agreement” dated as of December 9, 2016,
conveying US and foreign rights to [*****],
also indicated as UHN SRA License No. [*****].





3. The
following provisions of Exhibit A (DEFINITIONS) and of Section 8.3
of each of the License Agreements shall be amended as
follows:





(a)
 The definition of
“Sublicense Agreement” in Exhibit A shall be deleted
and replaced with the following:





“Sublicense
Agreement” shall mean any agreement or commitment pursuant to
which any of the rights of Licensee under this Agreement are
directly sublicensed to a Third Party, or are otherwise further
extended, granted or given to another Third Party by a subsequent
downstream sublicense (e.g., via a sub-sublicense; with any and all
such Third Parties being referred to as a
Sublicensee).”





(b)
 The definition of
“Sublicensee” in Exhibit A shall be deleted and
replaced with the following:





“Sublicensee”
shall mean any Third Party to whom Licensee (or its Affiliates) has
directly granted, or has otherwise been further or subsequently
extended, granted or given, rights to use any of Licensee’s
rights under this Agreement.”





(c)
 The definition of
“Sublicensing Consideration” in Exhibit A shall be
deleted and replaced with the following:





“Sublicensing
Consideration” shall mean the aggregate consideration
received by Licensee or its Affiliates in consideration for
granting [*****]
sublicense rights to a Sublicensee under the Licensed IP, including
without limitation license fees, milestone fees, minimum royalties,
and earned royalties, but
excluding (a) milestone payments solely and specifically
related to the Section 4.1.A Milestone Events, (b) payments
received further to the Therapeutic License Fee, (c) amounts
received to fund or reimburse Licensee’s or its
Affiliates’ cost to perform research, development or similar
services specifically and directly associated with Licensed
Products, (d) amounts received in reimbursement of Licensed IP
patent or other Licensed IP-related out-of-pocket expenses
specifically and directly associated with Licensed Products; and
(e) amounts received in consideration for the sale of any debt or
securities of Licensee or its Affiliates, to the extent any such
debt and securities were not received as consideration for the
sublicense.”





(d)
 References in
Section 8.3 to “Section 4.2.1” shall be replaced with
references to “Section 4.2”.





___________________
 *****
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.
 
 
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4. The Parties
expressly agree that the provisions of Section 4 of each of the
License Agreements shall be deleted and replaced by the
following:





4.
FINANCIAL CONSIDERATIONS





4.1
Development-Based Milestone Payments. At such time as any Licensed
Product of Licensee (or its Affiliates or Sublicensees) first
achieves a Milestone Event as described below, Licensee shall pay
to Licensor the Milestone Payment specified below. The specified
milestone payment shall be made within [*****]
days after the later to occur of the Milestone Event or the receipt
by Licensee or its Affiliate of a corresponding payment made by a
Sublicensee. For the avoidance of doubt, such payments shall be
made only once for the occurrence of any particular Milestone
Event, even if such Licensed Product falls within the scope of more
than one of the License Agreements or even if other Licensed
Products subsequently also achieve such Milestone Event. Dollar ($)
amounts are US dollars.





A.
Milestone Events for Therapeutic-Related Licensed
Products.





(i)
[*****]
of any upfront payment (otherwise a “Therapeutic License
Fee”) received by Licensee in connection with the signing of
a cardiac cell therapy sublicense transaction.





(ii) [*****].





(iii) [*****].





(iv) [*****].





(v) [*****].





(vi) [*****].





(vii) [*****].





(viii)
[*****].





(ix) [*****].





*****
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.


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B.
Milestone Events for Service-Related Licensed
Products.





(i) [*****].





4.2
Royalties and Sublicensing Consideration.





(a)
Royalty Rate for Sales by Licensee and Affiliates. Licensee shall
pay to Licensor three percent (3%) of the first $25 million of
cumulative Revenues derived from Net Sales and Service Sales made
by Licensee or its Affiliates, and two percent (2%) of all
additional cumulative Revenues from Net Sales and Service Sales
made by Licensee or its Affiliates, subject to the permitted
reductions pursuant to Sections 4.3 and 4.4.





(b)
Sublicensing Consideration. Licensee shall pay to Licensor
[*****]
of Sublicensing Consideration received by Licensee or its
Affiliates.





4.3
Third Party Royalties. If Licensee or its Affiliates is required to
pay royalties to any Third Party that are, in the opinion of an
independent patent attorney (reasonably acceptable to both
parties), necessary to practice the inventions claimed in the
Licensed IP, then Licensee shall have the right to credit such
Third Party royalty payments against the royalties owing to
Licensor under Section 4.2(a); provided, however, that the
foregoing credits shall not reduce the amount of the royalties
payable to Licensor under Section 4.2(a) above by more than fifty
percent (50%).





4.4
Combination Products. If a Product consists of (i) components that
are covered by Licensor's Valid Claims, plus (ii) additional active
pharmaceutical agents, or functional components reasonable
necessary for formulation or delivery of the Product that are not
covered by a Valid Claim, but that are covered by a valid claim of
a Third Party patent, then for purposes of the royalty payments
under Section 4.2(a), the Revenues shall be equitably allocated
between the components covered by Licensor's Valid Claim and the
components covered by the Third Party patent, with only the portion
of Revenues allocated to Licensor's Valid Claims being used for
purposes of the royalty calculation in Section 4.2(a) for such
combination Product. To the extent the parties are unable to agree
on the equitable allocation described above, any dispute shall be
resolved in accordance with Section 12.3 of this Agreement.
Notwithstanding the aforementioned, the foregoing allocation shall
not reduce the amount of the royalties payable to Licensor under
Section 4.2(a) above by more than fifty percent (50%).





5. Royalty
Reports, R&D Plan and Progress Reports. With regard to any
reports required of VistaGen that relate to a sublicensee
activities, reports received by VistaGen from such sublicensee and
timely provided to UHN shall satisfy VistaGen’s reporting
obligations under the License Agreements for sublicensed
activities. UHN hereby covenants that it shall not use or disclose
any information included in such sublicensee reports for any
purpose other than determining whether a sublicensee has complied
with the obligations otherwise required of VistaGen.





___________________
 *****
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-


6. Full
Force and Effect. To the extent not expressly addressed by this
PLAA, the License Agreements shall remain in full force and
effect.





7. Entire
Agreement. This PLAA, together with the License Agreements,
represent the entire agreement of the Parties and shall supersede
any and all previous contracts, arrangements or understandings
between the Parties with respect to the subject matter of the
License Agreements.





8. Governing
Law. This PLAA shall be governed by, and construed and interpreted
in accordance with, the laws of the province of Ontario (Canada),
without reference to its conflicts of laws principles.





9. Modification.
No alteration, amendment, change or addition to this PLAA shall be
binding upon the Parties unless reduced to writing and signed by
each Party.





10. Effect.
This PLAA covers multiple License Agreements for the convenience of
the Parties. It shall have the same effect as if amendments to each
of the relevant Sections had been agreed to as separate and
individual amendments to each of the four License
Agreements.





11. Conforming
Changes. The Parties acknowledge that they have signed this PLAA,
which modifies four separate License Agreements, for mutual
convenience, and agree that conforming changes to this PLAA and the
four License Agreements shall be made upon either Parties’
reasonable request so as to give effect the Parties’
intentions and objectives for this PLAA.





12. Counterparts.
This PLAA may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together will
constitute one and the same PLAA. Alternatively, the Parties may
agree to the execution and exchange of this PLAA as a single
document in electronic format (e.g.,
“pdf”).





___________________
 *****
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-








The
Parties have caused this PLAA to be duly executed and delivered by
their proper and duly authorized officers as of the date and year
first written above.








VISTAGEN
THERAPEUTICS, INC.











By:  /s/
Shawn K. Singh





Name:  Shawn
K. Singh





Title:  Chief
Executive Officer














By:  /s/
Bradly G. Wouters





Name:  Bradly
G. Wouters





Title:  Executive
VP, Science & Research


___________________
 *****
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.
 
 
 
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