EX-10.40





 Exhibit 10.40 

[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with
asterisks as the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.] 

AMENDMENT #2 TO MASTER SERVICE AGREEMENT 

This Amendment made effective the 5th day of November 2020 (the “Effective
Date” of this Amendment), is by and between NeuroRx, Inc. (“BUYER”) and Nephron SC, Inc., and Nephron Pharmaceuticals Corporation, subsidiaries of Nephron, Inc. d/b/a Nephron Pharmaceuticals Corporation (“SUPPLIER”). BUYER
and SUPPLIER are each referred to herein as a “Party” and together as the “Parties”. 
 RECITALS 

WHEREAS, BUYER and SUPPLIER entered into that certain Master Services Agreement made effective August 25, 2020 (the
“Agreement”); and 
 WHEREAS, BUYER and SUPPLIER executed an Amendment #1 to the Agreement with an Effective Date of
September 2, 2020; and 
 WHEREAS, BUYER and SUPPLIER would each like to further amend the Agreement to update Exhibit A and
Exhibit C of the Agreement. 
 NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below and in the
Agreement, and for other good and valuable consideration the sufficiency and receipt of which are hereby acknowledged, the Parties hereby amend the Agreement in accordance with Section 19 thereof as follows: 

1. Exhibit C (“Product”) appearing after the signature page of the Agreement is deleted in its entirety and replaced with the amended
Exhibit A appearing on the next page hereof. The amended Exhibit A is incorporated into the Agreement and made a part thereof as of the Effective Date of the Agreement. 

[remainder of this page intentionally blank; Exhibit A follows] 

  
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 EXHIBIT A 

Product 
  

											
	 Product
	  	 Active

Ingredients
	  	 Strength
	  	 Dosage
Form
	  	 Ampoule Sizes
	  	 Reference Listed
Drug

	 Vasoactive Intestinal
 Peptide [VIP] in 0.9%

Sodium
 Chloride
	  	 Vasoactive

Intestinal
 Peptide [VIP]
	  	100 mcg / mL	  	Injection	  	1.0 mL fill in 1.0 mL glass syringe	  	 Not

Applicable

	 Vasoactive Intestinal Peptide [VIP] in 0.9% Sodium

Chloride
	  	 Vasoactive

Intestinal
 Peptide [VIP]
	  	100 mcg / mL	  	Inhalation	  	1.0 mL fill in 1.0 mL glass syringe	  	 Not

Applicable



*    *    *    *    *    * 

2. Exhibit C (“Product Pricing and Batch Size”) appearing after the signature page of the Agreement is deleted in its entirety and
replaced with the amended Exhibit C appearing on the next page hereof. The amended Exhibit C is incorporated into the Agreement and made a part thereof as of the Effective Date of the Agreement. 

3. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Agreement. Except as otherwise provided in
this Amendment, all terms and conditions previously set forth in the Agreement shall remain in effect as set forth therein. In the event that this Amendment and the Agreement are inconsistent, the terms and provisions of this Amendment shall
supersede the terms and provisions of the Agreement, but only to the extent necessary to satisfy the purpose of this Amendment. Each Party hereto represents to the other that it has the full authority to execute, deliver and perform this Amendment
in accordance with its terms. The persons signing on behalf of each Party hereby warrant and represent that they have authority to execute this Amendment on behalf of the Party for whom they have signed. This Amendment may be executed in one or more
counterparts by the Parties by signature of a person having authority to bind the Party, each of which when executed and delivered by facsimile, electronic transmission, or by mail delivery, will be an original and all of which will constitute but
one and the same Amendment. The Parties agree this Amendment may be electronically signed and that the electronic signatures appearing on this Amendment are the same as handwritten signatures for the purposes of validity, enforceability and
admissibility. 

  
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 EXHIBIT C 

Product Pricing and Batch Size 
  

[*    *    *] 

*    *    *    *    *    * 

[remainder of this page intentionally blank; signature page follows] 

  
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 IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of the
Effective Date hereof. 
  

					
	 NEURORX, INC.

(“BUYER”):
	 		  	 NEPHRON PHARMACEUTICALS

CORPORATION
 (“SUPPLIER”):

			
	 /s/ Jonathan Javitt
	 		  	 /s/ Lou Kennedy

	Signature of Authorized Representative	 		  	Signature of Authorized Representative
			
	 Jonathan Javitt
	 		  	 Lou Kennedy

	Name of Authorized Representative	 		  	Name Authorized Representative
			
	 CEO
	 		  	 CEO

	Title of Authorized Representative	 		  	Title of Authorized Representative


  
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