Tonix Pharmaceuticals Holding Corp. 10-Q
SOS-079 ·CHU AMENDMENT 3/25/2020 AMENDMENT .NI!2 TO THE EXCLUSIVE LICENSE AGREEMENT (AMENDED AND RESTATED) EFFECTIVE THE 30TH DAY OF NOVEMBER 2007 BETWEEN STANFORD UNIVERSITY AND TRIGEMINA, INC. Effective the 26th day ofMarch2020, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Trigemina, Inc. (“Trigemina”), a corporation having a principal place of business at 1036 Country Club Drive, Suite 200, Moraga, CA 94556, agree as follows: 1. BACKGROUND Stanford and Trigemina are parties to a License Agreement effective the 30th day of November 2007 (“Original Agreement”) covering “Therapy Procedure for Cranial Pain Syndromes,” disclosed in Stanford Docket S05-079 from the laboratory of Dr. Dave Yeomans and jointly owned with HealthPartners Research Foundation (HPRF) and disclosed in HPRF Docket 200507. The Original Agreement was amended by an Amendment No.1 effective November 10,2015 to delay the due date for payment of the License Maintenance Fees due from 2009 through 2015. Stanford and Trigemina wish to amend the Original Agreement (“Amendment No.2”) to set dates by which to pay in full all unpaid License Maintenance Fees and to defme future due diligence milestones. 2. AMENDMENT 2.1 Amendment Fee. Within 30 days after execution of this Amendment No. 2, Trigemina will pay to Stanford an amendment fee of$2,000. 2.2 Licensed Maintenance Fees. Within 30 days after execution of this Amendment No.2, Trigemina will pay to Stanford the total due on License Maintenance Fees as detailed in Appendix 1. Notwithstanding the foregoing, Trigemina is still obligated to pay the License Maintenance Fees as detailed in Sections 6.2(B) and 6.2(C) of the Original Agreement.
Appendix A of the Original Agreement and will include, but not be limited to, the projected date of filing a new drug application (NDA) with the FDA and first commercial sale of a Licensed Product. 3. OTHER TERMS 3.1 All other terms of the Original Agreement remain in full force and effect. 3.2 The parties to this document agree that a copy of the original signature (including an electronic copy) may be used for any and all purposes for which the original signature may have been used. The parties further waive any right to challenge the admissibility or authenticity of this document in a court of law based solely on the absence of an original signature. The parties execute this Amendment No. 2 by their duly authorized officers or representatives. TM BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY Signature: Name: Title: Date: Mona Wan Associate Director Mar 30, 2020 Mona Wan (Mar 30, 020) TRIGEMINA INC. PAGE 2 OF 3
SOS-079 ·CHU AMENDMENT 3/25/2020 Appendix 1 Year License Maintenance Fee Past Due Invoice Number 2009 $10,000 57911 2010 $10,000 61393 2011 $15,000 55061 2012 $15,000 68610 2013 $15,000 72283 2014 $15,000 75924 2015 $15,000 79842 2016 $15,000 84070 2017 $15,000 88744 2018 $15,000 93403 2019 $15,000 98384 Total $155,000