Exhibit 10.1


 


THIRD AMENDMENT TO


EXCLUSIVE DEVELOPMENT
AND DISTRIBUTION AGREEMENT


 


THIS THIRD AMENDMENT TO EXCLUSIVE
DEVELOPMENT AND DISTRIBUTION AGREEMENT (this “Amendment”) is entered into as of August 2, 2022 (the “Effective
Date”), by and between Zimmer, Inc., a Delaware corporation (“Zimmer”), and NeuroOne Medical Technologies
Corporation, a Delaware corporation (the “Company”). Zimmer and the Company are referred to individually as a “Party”
and together as the “Parties.”


 


WHEREAS, on or about July 20,
2020, the Parties entered into a written Exclusive Development and Distribution Agreement, as subsequently amended (collectively the “Agreement”);
and


 


WHEREAS, the Parties have agreed
to amend the Agreement consistent with the terms herein.


 


In consideration of the mutual
covenants and agreements contained in the Agreement and this Amendment, the Parties hereby agree as follows:


 


		1.	Zimmer shall pay Company the amount of three million, five hundred thousand dollars ($3,500,000) within
ten (10) business days of the execution of this Amendment (the “Payment”).   The Payment is comprised of the following:



 


		a)	One million, five hundred thousand dollars ($1,500,000) for the SEEG Exclusivity Maintenance Fee; and



 


		b)	Two million dollars ($2,000,000) for satisfaction of each of the Events set forth in Sections 6.1(c)(i)-(iv)
even though the satisfaction was after the deadlines identified in the tables set forth in Section 6.1(c).



 


Upon receipt by the Company of the Payment,
the Company acknowledges and agrees that: (a) Zimmer has satisfied its payment obligations associated with exclusivity right pursuant
to the Agreement and that the Company shall not be entitled to any additional payments from Zimmer for exclusivity, including pursuant
to Section 6.1 of the Agreement or any other related provision(s); and (b) Zimmer’s distribution rights as set forth in the terms
and conditions of the Agreement shall be exclusive pursuant to the terms and conditions of Section 6.1(b) of the Agreement in exchange
for the Payment. Zimmer acknowledges and agrees that pursuant to Section 6.1(e) of the Agreement, the Payment is non-refundable.


 


		2.	In consideration of the above, Paragraph 10.2 of the Agreement shall be superseded and replaced with the
following:



 


10.2 Term of Exclusivity.


 


The license rights granted to Zimmer
under the Strip/Grid Distribution License and SEEG Distribution License shall be exclusive from the Effective Date until the end of the
Term.


 


Unless otherwise defined herein,
capitalized terms shall have the meanings set forth in the Agreement. The terms of this Amendment amend and modify the Agreement as if
fully set forth in the Agreement. If there is any conflict between the terms, conditions and obligations of this Amendment and the Agreement,
this Amendment’s terms, conditions and obligations shall control. All other provisions of the Agreement not specifically modified
by this Amendment are preserved. This Amendment may be executed in counterparts (including via facsimile or .pdf), each of which shall
be deemed an original, and all of which together shall constitute one and the same document.


 


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


 


	Neuroone Medical


Technologies Corporation


	 	Zimmer, Inc.
	 	 	 	 	 
	By:
	/s/ Dave Rosa            	 	By:
	/s/ Chad F. Phipps
	Name:
	Dave Rosa     	 	Name: 
	Chad F. Phipps
	Title:
	CEO and President	 	Title:
	SVP, General Counsel & Secretary