0001415889-12-000973 Sample Contracts

LICENSE AGREEMENT NUMBER 2 dated as of March 19,2012 between UNIVERSITY HEALTH NETWORK (as "Licensor") and VISTAGEN THERAPEUTICS, INC. (as "Licensee")
License Agreement • July 2nd, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations

THIS LICENSE AGREEMENT NUMBER 2 (this "Agreement") is dated as of March 19, 2012 (the "Effective Date"), and is entered into by and between (i) University Health Network, an Ontario corporation, incorporated under the Toronto Hospital Act 1997 ("Licensor"), having a research office at 610 University Avenue, Suite 7-504, Toronto, Ontario, Canada M5G 2M9, and (ii) VistaGen Therapeutics, Inc., a Nevada corporation ("Licensee"), having a place of business at 384 Oyster Point Boulevard, Suite 8, South San Francisco, California 94080.

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EXCHANGE AGREEMENT
Exchange Agreement • July 2nd, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York

This Exchange Agreement (this “Agreement”) is dated as of June 29, 2012, by and between VistaGen Therapeutics, Inc., a Nevada corporation (the “Company”), and Platinum Long Term Growth VII, LLC, a Delaware limited liability company (“Platinum”).

SECURITY AGREEMENT
Security Agreement • July 2nd, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York

This SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance herewith and including all attachments, exhibits and schedules hereto, the “Agreement”), dated as of July 2, 2012, is made by VistaGen Therapeutics, Inc., a Nevada corporation (the “Grantor”), in favor of Platinum Long Term Growth VII, LLC, a Delaware limited liability company (together with its successors and assigns, the “Secured Party”).

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