SIXTH AMENDMENT TO LICENSE AGREEMENT Agreement # LIC16118

Exhibit 10.13

SIXTH AMENDMENT TO LICENSE AGREEMENT

Agreement # LIC16118

This Sixth Amendment, is made and entered into on the 17th day of April, 2023 (“Effective Date”), by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC. (hereinafter referred to as “Licensor”), a corporation not for profit under Chapter 617 Florida Statutes, and a direct support organization of the University of South Florida pursuant to section 1004.28 Florida Statutes, and Alzamend Neuro, Inc., classified as a corporation organized and existing under the laws of Delaware (hereinafter referred to as “Licensee”).

WHEREAS, on May 1, 2016, Licensor and Xxxxxxxx entered in a license agreement relating to the utilization of Patent Rights (“License Agreement associated with USF Technology referenced as 09A021_Cao;

WHEREAS, a Fifth Amendment to the License Agreement was made effective March 30, 2021;

and

WHEREAS, the parties desire to further amend the License Agreement in this Sixth Amendment to the License Agreement.

NOW, THEREFORE, the parties agree as follows:

Capitalized terms in this Sixth Amendment shall have the same meaning as set forth in the License Agreement, unless defined otherwise in this Sixth Amendment. All other terms and conditions of the License Agreement shall continue in full force and effect. This Sixth Amendment, together with the License Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof and supersedes any prior and/or contemporaneous agreement(s), understanding(s) and/or negotiation(s).

1. Section 1, Definitions, adding the following:

1.13 “First Commercial Sale” means the first commercial sale, lease or other transfer, practice or disposition of any Licensed Product or Licensed Process for value, in any country by Licensee or by a Sublicensee to a third party that is not a Licensee Affiliate or a Sublicensee.

2. Section 4.4.1 is deleted in its entirety and replaced with the following:

Licensee will pay to Licensor minimum annual royalty payments beginning in the calendar year in which the First Commercial Sale occurs as follows:

Payment	Year
$20,000.00	1st anniversary of the First Commercial Sale
$40,000.00	2nd anniversary of the First Commercial Sale
$50,000.00	3rd anniversary of the First Commercial Sale; and every year thereafter for the term of this Agreement.

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The minimum royalty shall be paid in advance on a quarterly basis for each year in which this Agreement is in effect. The minimum royalty for a given year shall be due in advance and shall be paid in quarterly installments on March 31, June 30, September 30, and December 31 for the following quarter. Any minimum royalty paid in a calendar year will be credited against the earned royalties for that calendar year. It is understood that the minimum royalties will be applied to earned royalties on a calendar year basis, and that sales of Licensed Products and/or Licensed Processes requiring the payment of earned royalties made during a prior or subsequent calendar year shall have no effect on the annual minimum royalty due Licensor for other than the same calendar year in which the royalties were earned.

3. Section 4.4.2 is deleted in its entirety and replaced with the following:

4.4.2 In addition to all other payments required under this License Agreement, Licensee agrees to pay Licensor milestone payments, as follows:

Payment	Due Date	Event
$50,000.00	January 1, 2022	IND Filing
$50,000.00	12 months from IND filing date	Upon first dosing of patient in first Phase I Clinical Trial
$500,000.00	24 months from completion of first Phase I Trial	Upon Completion of first Phase II Clinical Trial
$1,000,000.00	12 months from completion of the first Phase II Clinical Trial	Upon first patient treated in a Phase III Clinical Trial
$10,000,000.00	12 months from FDA BLA approval	Upon First Commercial Sale

Sublicenses. In respect to Sublicenses granted by Licensee under 2.2.1 above, Licensee shall pay to Licensor an amount equal to what Licensee would have been required to pay to Licensor had Licensee sold the amount of Licensed Product or Licensed Process sold by such Sublicensee. In addition, if Licensee receives any fees, minimum royalties, milestone payments, or other payments arising from the Sublicense, and such payments are not earned royalties as defined in Section 4.3 above, then Licensee shall pay Licensor fifty percent (50%) of such payments within thirty (30) days of receipt thereof. Such payments shall not be allocated, off-set or otherwise reduced as a result of including rights other than those licensed hereunder in such permitted written Sublicense. Licensee shall not receive from Sublicensees anything of value in lieu of cash payments in consideration arising from any Sublicense under this Agreement without the express prior written permission of Licensor.

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IN WITNESS WHEREOF, the parties have set their hands and seals and duly executed this Sixth Amendment as of the Effective Date identified in the preamble above.

UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC.			ALZAMEND NEURO, INC.
Xxxxxxx Xxxxxx X.X.			Xxxxxxx Xxxxxxx
Director, Technology Transfer Office			CEO
Date:			Date:

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