Third Amendment To Master License Agreement
Exhibit 10.1
Third Amendment To Master License Agreement
This Third Amendment to Master License Agreement (“Third Amendment”) is effective as of the date of last signature below and is made by and between the UNIVERSITY OF MARYLAND, BALTIMORE (“University”), a public university that is part of the University System of Maryland (which is a public corporation and an instrumentality of the State of Maryland), and SILO PHARMA, INC., a Florida corporation (“Company”).
BACKGROUND
University and Company entered into a Master License Agreement, effective as of February 12, 2021, as amended (“MLA”). The parties agree to amend the MLA as set forth herein.
NOW THEREFORE, the parties agree as follows:
A. Schedule C is hereby deleted in its entirety and replaced with the Schedule C attached to this Third Amendment.
B. Except as specifically modified in this Third Amendment, all terms and conditions of the MLA (including without limitation the royalty rate and other payment obligations of Company) shall remain in full force and effect.
C. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., xxx.xxxxxxxx.xxx), or other transmission method. Any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
IN WITNESS WHEREOF, each party has caused this Third Amendment to be executed under seal by its duly authorized representative.
| University of Maryland, Baltimore | |||
| By: | /s/ Xxxxx X. Xxxxxxx, M.D., FACS | (SEAL) | |
| Xxxxx X. Xxxxxxx, M.D., FACS | |||
| President | |||
| Date: | 11/10/2023 | ||
| Silo Pharma, Inc. | |||
| By: | /s/ Xxxx Xxxxxxxx | (SEAL) | |
| Xxxx Xxxxxxxx | |||
| Chief Executive Officer | |||
| Date: | 11/7/2023 | ||
Schedule
C
Diligence Milestones
| Milestone | Deadline | |
| 1. | Complete in vitro peptide binding study in an acceptable disease model | March 30, 2024 |
| 2. | Complete preclinical safety and efficacy studies in an acceptable animal disease model | September 30, 2024 |
| 3. | Deliver to University a revised Commercialization Plan, to be subject to University’s approval, pursuant to Section 4.1.2 * | December 31, 2024 |
| 4. | Complete GMP production and animal testing of a Licensed Product | February 12, 2026 |
| 5. | File an IND (or any foreign equivalent) for a Licensed Product | February 12, 2027 |
| 6. | Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product | February 12, 2028 |
| 7. | Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product | February 12, 2029 |
| 8. | File NDA (or foreign equivalent) for a Licensed Product | February 12, 2032 |
| 9. | Achieve First Commercial Sale of a Licensed Product | February 12, 2033 |
| * The milestones may be re-negotiated upon receipt of revised commercialization plan | ||
