ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 10th, 2020 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
This ASSET PURCHASE AGREEMENT (“Agreement”), dated June 11, 2020 (the “Effective Date”), is entered into by and among Trigemina Holdings, Inc., a Delaware corporation (“Seller”), Tonix Pharmaceuticals, Inc., a Delaware corporation (“Buyer”) and, solely for the purposes of Section 6.1, each of the Executive Shareholders (as defined below).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[***].” PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 10th, 2020 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • Massachusetts
assignment and ASSUMPTION AGREEEMENT and Amendment No. 3 to the exclusive license (amended and restated) AgreementAssignment and Assumption Agreement and Amendment No. 3 to the Exclusive License (Amended and Restated) Agreement • August 10th, 2020 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • California
This Assignment and Assumption Agreement and Amendment No. 3 to the Exclusive License (Amended and Restated) (“Agreement”), entered into as of June 11, 2020 (“Effective Date”), is made by and among 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; Trigemina, Inc. ("Trigemina"), a corporation having a principal place of business at 1036 Country Club Drive, Suite 200, Moraga, California 94556; and Tonix Pharmaceuticals, Inc., a corporation having a principal place of business at 509 Madison Avenue, Suite 306, New York, NY 10022 (“Tonix” and, together with Trigemina and Stanford, the “Parties”, and each of Tonix, Trigemina, and Stanford, a “Party”).
Tonix Pharmaceuticals Holding Corp. 10-QExclusive License Agreement • August 10th, 2020 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations
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 No
