Exhibit 10.1

FIFTH AMENDMENT TO THE LICENSE AGREEMENT

UC Control No. 2006-04-0026

THIS FIFTH AMENDMENT (the “ Fifth Amendment ”), dated July 25, 2014 (the “ Effective Date ”), is made by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“ The Regents ”), a California corporation having its statewide administrative offices at 1111 Franklin Street, 12 ^th Floor, Oakland, California 94607-5200, acting through the offices of The University of California, Los Angeles located at 11000 Kinross Avenue, Suite #200, Los Angeles, CA 90095-1406 and PUTNEY DRUG CORP. (“ Licensee ”) having a principal place of business at 155 Gibbs Street, Suite 412, Rockville, MD 20850 amends the Exclusive License Agreement ,dated June 11 2005, between the Licensee and The Regents with UC Agreement Control No. 2006-04-0026 and subsequent amendments (collectively, the “ License Agreement ”) in accordance with the terms and conditions of this Fifth Amendment.

RECITALS

WHEREAS, the parties desire to add the following UCLA Cases and Provisional Patent Applications to the License Agreement;

NOW THEREFORE , in consideration of the foregoing premises and the mutual promises, covenants, and agreements hereinafter set forth, all parties to this Fifth Amendment mutually agree to amend the License Agreement as follows:

Provisional Patent Application No. 61/985184 entitled, “Combination of Estriol and Glatiramer Acetate in Treatment of Autoimmune and Neurodegenerative Diseases” filed April 28, 2014 (UCLA Case No. 2014-896-1) by Dr. Rhonda Voskuhl and assigned to The Regents.

Provisional Patent Application No. 61/985380 entitled, “Combination Therapy for Multiple Sclerosis” filed April 28, 2014 (UCLA Case No. 2014-897-1) by Dr. Rhonda Voskuhl and assigned to The Regents.

Provisional Patent Application entitled, “Compositions and Methods Relating to Treating Multiple Sclerosis with Various Regimens of an Estrogen and Progestogen” (UCLA Case No. 2015-058-1) by Dr. Rhonda Voskuhl and assigned to The Regents.

Provisional Patent Application entitled, “Compositions and Methods Relating to a Packaged Pharmaceutical Product of an Estrogen and a Progestogen” (UCLA Case No. 2015-059-1) by Dr. Rhonda Voskuhl and assigned to The Regents.

Provisional Patent Application entitled, “Grey Matter Survival by Treatment of Copaxone Plus Estriol in Relapsing Remitting Multiple Sclerosis” (UCLA Case No. 2015-xx-1) by Dr. Rhonda Voskuhl and assigned to The Regents.

All other terms and conditions of the License Agreement remain the same.

In Consideration for this Fifth Amendment and as a pre-payment for patent expenses and costs to draft and file Provisional Patent Applications to UCLA Case Nos. 2015-058, 2015-059 and 2015-074, Licensee agrees to the cost of Fifteen Thousand Dollars ($15,000) for each Provisional Patent Application and shall pay The Regents a total of Forty-Five Thousand Dollars ($45,000.00). Furthermore, License agrees to pay past and future patent costs and expenses incurred by UCLA Case Nos. 2014-896 and 2014-897 per the License Agreement. If Licensee fails to make such pre-payment within ten (10) days of the Effective Date, The Regents shall have the right, but not the obligation, to terminate this Fifth Agreement to the License Agreement in its entirety by providing written notice to Licensee. All other terms and conditions of the License Agreement remain the same. 

This Fifth Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  Facsimile, Portable Document Format (PDF) or photocopied signatures of the Parties will have the same legal validity as original signatures.

IN WITNESS WHEREOF, the parties have executed this Fifth Amendment by their duly authorized representatives for good and valuable consideration.

Exhibit 10.2

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SIXTH AMENDMENT TO THE LICENSE AGREEMENT
UC Control No. 2006-04-0026

THIS SIXTH AMENDMENT (the “ Sixth Amendment ”), dated July 8, 2015, (the “ Sixth Amendment Effective Date ”), is made by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“ The Regents ”), a California corporation having its statewide administrative offices at 1111 Franklin Street, 12 ^th Floor, Oakland, California 94607-5200, acting through the offices of The University of California, Los Angeles, located at 11000 Kinross Avenue, Suite #200, Los Angeles, CA 90095-1406 (the “ Institution ”), and PUTNEY DRUG CORP. (“ Licensee ”), having a principal place of business at 617 Detroit Street, Suite 100, Ann Arbor, MI 48104, and amends the Exclusive License Agreement, dated June 11, 2005, between Licensee and The Regents with UC Agreement Control No. 2006-04-0026 (the “ Original License Agreement ”) and subsequent amendments thereto (collectively, the “ License Agreement ”) in accordance with the terms and conditions of this Sixth Amendment. The Regents and Licensee may be referred to herein individually as a “Party”, and collectively as the “Parties”.

RECITALS

WHEREAS, Institution’s employee Rhonda Voskhul, M.D. (“ Investigator ”) and her laboratory have conducted and are conducting other research and development relating to Estriol, and The Regents and Licensee are parties to that certain Clinical Trial Agreement dated April 29, 2010 relating to the conduct of certain clinical trials of Estriol by Investigator (the “ CTA ”), and certain additional intellectual property relating to the subject matter of the License Agreement has been created at Institution;

WHEREAS, issues have arisen concerning certain of the Parties’ respective rights and obligations under the License Agreement and the CTA and the Parties wish to expand their relationship to cover such additional intellectual property and to resolve such issues, including by amending the License Agreement to provide for, inter alia , expanded intellectual property rights to Licensee and enhanced economic consideration to The Regents as provided in the terms and conditions set forth below, and by amending certain terms of the CTA; and

WHEREAS, in connection therewith, the Parties have entered into an amendment to the CTA (the “ CTA Amendment ”) and a Release Agreement, each of even date herewith;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, terms and conditions contained in this Agreement, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

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1.12              “Additional Patent Rights” means all Patent Rights, other than the Regents’ Patent Rights, that are Controlled by The Regents during the term of the License Agreement that satisfy all of the following criteria: (a) the practice, manufacture, use or sale of the invention in such Patent Right is covered or claimed by a claim in The Regents Patent Rights; (b) the invention arose from Investigator’s Laboratory Work; (c) the invention was conceived of and reduced to practice (solely or jointly with others) prior to the Effective Date or on or after the Effective Date but prior to the 24-month anniversary of the Sixth Amendment Effective Date; (d) covers the use of Compounds in the Field of Use.

1.13             “ Compound ” means Estriol, and shall specifically exclude any other E3-receptor targeted molecules.

1.14             “ Control ” means, with respect to any intellectual property right (including, without limitation, know-how), that a Party owns or has a license to such intellectual property right and has the ability to grant to the other Party access, a license, or a sublicense (as applicable) to the foregoing on the terms and conditions set forth in this Agreement without violating the terms of any then-existing agreement with a third party, without violating any law or regulation, and without incurring any additional financial obligation.

1.15              “Development Costs” means fully-burdened costs and expenses incurred by or on account of Licensee and its Affiliates in conducting development activities that are directed to or useful for obtaining or maintaining marketing approval(s) of a Licensed Product, including: all non-clinical, preclinical and clinical activities, testing and studies of such Licensed Product (including IND-enabling Studies and translational research); manufacturing development, process and formulation development; toxicology, pharmacokinetic, pharmacodynamic, drug-drug interaction, safety, tolerability and pharmacological studies; distribution of such Licensed Product for use in clinical trials (including placebos and comparators); data and statistical analyses; assay development; instrument design and development; protocol design and development; quality assurance and control; report writing; and the preparation, filing and prosecution of any regulatory filings and applications for marketing approval for Licensed Product; development activities directed to label expansion (including prescribing information) and/or obtaining marketing approval for one or more additional indications or patient populations following initial marketing approval; development activities conducted after receipt of marketing approval which were a condition for the receipt of such marketing approval (including Phase IV studies); and all regulatory activities related to any of the foregoing.

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1.16             “ Development Partner ” means an entity to which Licensee (or its Affiliate) has granted, as contemplated in the provisions of Section 7 of this Sixth Amendment, a Sublicense to develop and commercialize Licensed Products in at least the United States or Europe, provided that such entity (together with its affiliates) has, at the time such Sublicense is granted, at least one hundred million dollars ($100,000,000) in annual sales in the pharmaceutical industry. A Development Partner must be an independent Third Party that is not an Affiliate of Licensee or its Affiliates and enters into an arms-length Sublicense.

1.17             “ Estriol ” means the compound having the structure set forth in Exhibit B.

1.20              “Estriol Product” means any Compound and any pharmaceutical composition or preparation (in any and all formulations and dosage forms) containing a Compound.

1.21              “IND” means an investigational new drug application, clinical study application, clinical trial exemption, or similar application or submission for approval to conduct human clinical investigations filed with or submitted to a Regulatory Authority in conformance with the requirements of such Regulatory Authority, including any such application filed with the FDA pursuant to 21 CFR Part 312.

1.22              “Investigator’s Laboratory Work” means any work performed by or on behalf of Investigator or by a person working in Investigator’s laboratories or research facilities or under Investigator’s direction, in each case, to the extent relating or applicable to the Field of Use. Investigator’s Laboratory Work shall expressly exclude any human clinical trial work or patient work.

1.23              “Joint Venture” shall mean a contractual relationship between a third party and Licensee or its Affiliate or Sublicensee, under which the third party and such party markets and commercializes the Licensed Product or Licensed Method in collaboration with Licensee, or its Affiliate or such Sublicensee, as applicable.

1.24              “Know-How” means any and all data, results, technology and other information of any type, in any tangible form, that is located by the University of California Office of Intellectual Property after a reasonable investigation.

1.25              “Licensed Know-How” means all non-privileged Know-How that meets all of the following criteria: (a) is Controlled by The Regents, (b) was generated or developed as part of the Investigator’s Laboratory Work prior to the Effective Date or after the Effective Date but prior to the date 24 months after the Sixth Amendment Effective Date; and (c) is reasonably necessary for development, use, manufacture or sale of any Licensed Product or Licensed Method in the Field of Use, or, in the case of Licensed Know-How created after the Effective Date, “in the Field of Use” shall be replaced with “ in the Compound in the Field of Use. “

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1.26              “Patent Rights” means (a) patents and patent applications (which for the purposes of the License Agreement shall be deemed to include certificates of invention and applications for certificates of invention), (b) any and all divisionals, continuations, continuations-in-part but only to the extent of claims entirely supported in the specification and entitled to the priority date of the parent application to such CIP, reissues, renewals, substitutions, registrations, re-examinations, revalidations, extensions, supplementary protection certificates and the like of any such patents and patent applications, and (c) any and all foreign equivalents of any of the foregoing.

1.27             “ Sales-Based Payments ” means all payments received by Licensee from a Sublicensee based on sales of Licensed Product or Licensed Methods, which expressly includes royalties, sales-based milestone payments, and profit-sharing payments.

1.28              “Sixth Amendment” means that certain Sixth Amendment to the License Agreement, dated as of July 7, 2015.

1.29               “ Sublicense ” means the grant by Licensee of sublicense rights under the License to a Sublicensee between Licensee and such Sublicensee, and the applicable terms of the agreement between Licensee and such Sublicensee relating so such sublicensing.

“Field of Use” means the use of Licensed Products for the treatment, prevention or palliation of any autoimmune disease, condition or indication, including, without limitation, multiple sclerosis.

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“Affiliate” means, with respect to Licensee, any entity that directly or indirectly controls, is controlled by or is under common control with Licensee. An entity shall be deemed to control another entity if such entity possesses the power to direct or cause the direction of the management, business and policies of such entity, whether through the ownership of 50% or more of the voting securities of such entity, by contract or otherwise.

“Sublicensing Income” mean all consideration received by Licensee from a Development Partner or other Sublicensee based on the grant of Sublicense rights (including rights to any of The Regents data, including clinical data licensed under the CTA) to such Development Partner or other Sublicensee, including in kind consideration, development milestone payments, Sales-Based Payments, upfront license payment, and other license fee payments for such Sublicense grant, but expressly excluding the following: cash reimbursements or advances for actual future research or development costs, amounts received in connection with the sale or issuance of equity or convertible debt issued as part of an investment (to the extent at fair market value), bona fide loans and reimbursement of patent expenses.

2.1             Subject to the limitations in this Agreement, The Regents hereby grants to Licensee the exclusive license (the “ License ”) under the Regents’ Patent Rights and the Additional Patent Rights, in all jurisdictions where The Regents’ Patent Rights or Additional Patent Rights exist, to make, have made, use, sell, offer for sale and import Licensed Products and to practice Licensed Methods in the Field of Use to the extent permitted by law. Notwithstanding the foregoing, all rights granted in this Agreement as to Additional Patent Rights shall be limited solely to the use of Compound in the Field of Use.

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3.1         The Regents also grants to Licensee the rights to issue exclusive or nonexclusive sublicenses through multiple tiers (“ Sublicenses ”) to third parties under the License (including as amended in Section 2(a) of the Sixth Amendment) and under the rights granted to Licensee in Section 2(c) of the Sixth Amendment (which are themselves non-exclusive), to research, develop, make, have made, use, sell, offer for sale, import or export Licensed Products and to practice Licensed Methods. To the extent applicable, sublicenses must include all of the rights of and obligations to the Regents (and, if applicable, the U.S. Government under 35 U.S.C. ss 2012) contained in the License Agreement, except that the payment obligations of the Sublicensee may be different from Sections 4 and 5, and the diligence obligation may be different for a Development Partner pursuant to Section 5(b) of the Sixth Amendment.

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6.3(c)    Within 25 months of the Effective Date of Sixth Amendment, initiate Phase III clinical trials for a Licensed Product in the Field of Use.

(A) Within twenty-four (24) months of delivery to Licensee of all the patient name-redacted MRI image and electronic data created under the Study under the CTA, as required under Section 3.1 of the CTA, as amended by the CTA Amendment, complete all clinical trials requested by the FDA to be completed prior to initiating Phase III clinical trials of a Licensed Product within the Field of Use; and

(B) Within six (6) months of completing the trials covered in (A) above, initiate a phase III clinical trial of a Licensed Product within the Field of Use;

5.1         Licensee must pay to The Regents for sales by Licensee or its Affiliates the an earned royalty of 7% of Net Sales on Licensed Products or Licensed Methods

For clarity, the Licensee does not owe The Regents any royalty payments under this Section 5.1 for sales of Licensed Products or Licensed Methods by any Sublicensee (such sales are covered under the obligations in Sections 3.2 of the License Agreement, and Section 8 of this Sixth Amendment).

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4.2         Upon each of the following milestone events first being achieved by Licensee or its Affiliates, Licensee shall make the corresponding one-time payments to The Regents within thirty (30) days of such achievement:

If Licensee sublicenses all or substantially all of its rights in the Licensed Products in at least in the United States to a Development Partner, then the above milestones shall not be owed and need not be paid.

3.2. Sublicensing Income.

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3.3.  [Reserved]

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11.1      Unless otherwise terminated by operation of law or by acts of the Parties in accordance with the terms of this Agreement, this Agreement is in force from the Effective Date recited on page 1 of the License Agreement and remains in effect for the life payment obligations recited in this Agreement.

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REMAINDER OF PAGE INTENTIONALLY BLANK.

SIGNATURE PAGE FOLLOWS

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In Witness Whereof, the Parties have executed this Sixth Amendment by their respective authorized representatives as of the date first written above.

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Exhibit A

Additional Patent Rights
as of the Sixth Amendment Effective Date

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Exhibit B

Estriol

Exhibit 10.3

CLINICAL TRIAL AGREEMENT

This Clinical Trial Agreement (“Agreement”) is made as of the 29 ^th day of April, 2010 (“Effective Date”) between Putney Drug Corp., a Nevada corporation, having a principal place of business at 3930 Varsity Drive, Ann Arbor, MI 48109 (“Company”), and The Regents of the University of California, a constitutional California corporation, on behalf of its Los Angeles campus, with an address at David Geffen School of Medicine UCLA Clinical Trials Contracts Unit, 10911 Weyburn Avenue, 3 ^rd Floor, Los Angeles, CA 90095-7170 (“Institution”), each referred to herein individually as a “Party” and collectively as the “Parties.”

Whereas, Company and Institution are parties to a License Agreement, effective as of November 17, 2005 (“the License”), under which Company has agreed to develop products based on an invention by Rhonda Voskuhl, M.D., for the use of estriol, which invention is the subject of estriol for the treatment of autoimmune disease and the use of estriol and other estranges, estrogens and estrogen receptor active compositions in the treatment of psoriasis and other autoimmune diseases (UCLA case No. 1998-531 & UCLA case No. 2004-101), assigned by Rhonda Voskuhl, M.D., to Institution.

Whereas, the Company is a wholly-owned subsidiary of Adeona Pharmaceuticals, Inc.

Whereas, Rhonda Voskuhl, M.D., an employee of Institution, (“Principal Investigator”) is the Principal Investigator for a clinical research study (“the Study”) entitled “A Combination Trial of Copaxone Plus Estriol in Relapsing Remitting Multiple Scleroses” (“the Protocol”), and has received funding for the Study from the National Institutes of Health (“NIH”) and the National Multiple Sclerosis Society (“NMSS”).

Whereas, Principal Investigator is the author of the Protocol and holds the IND.

Whereas, the Study is being conducted at Institution and Institution is subcontracting with other sites to conduct the Study.

Whereas, Company has been providing estriol (“Study Drug”) and placebo to Institution.

Whereas Company and Institution desire to memorialize this arrangement in writing.

Whereas, Company has agreed to continue to provide Study Drug and placebo gratis to Institution for the conduct of the Study.

Accordingly, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

Section 1: Study Performance

1.1            Conduct of Study in Accordance with Protocol; Priority of Terms . Subject to the initial and continuing approvals described in Section 1.2 below, Institution, through Principal Investigator, agrees to conduct the Study in accordance with the Protocol, which is attached to this Agreement as Exhibit A and herein incorporated by reference. In the event of any conflict between the Protocol and the provisions of this Agreement, the Protocol shall govern with respect to scientific issues, and the provisions of this Agreement shall govern with respect to all other issues. The Study shall be conducted in accordance with all applicable federal, state and local laws relating to the conduct of clinical studies, including Food and Drug Administration (“FDA”) Good Clinical Practice (“GCP”), the Health Insurance Portability and Accountability Act of 1996 (together with any regulations promulgated thereunder, “HIPAA”), and the California Confidentiality of Medical Information Act (“CMIA”) (collectively “Applicable Laws”).

1.2            Study Review and Approvals . The Study shall be conducted by Institution under the direction of the Principal Investigator at Institution. Institution, through Principal Investigator, shall provide Company with written evidence of review and approval of this Study by Institution’s Institutional Review Board (“IRB”) prior to receipt of the Study Drug provided by Company and shall inform Company of the IRB’s continuing reviews of the Study promptly after each such review takes place, which shall be at least once per year. Initiation of the Study protocol shall not begin until IRB approval is obtained.

1.3            Completion of the Study . For purposes of this Agreement, Company and Institution shall consider the Study to be complete and concluded at such time as the occurrence of final data lock or earlier termination by a Data Safety Monitoring Board (“Study Conclusion”).

1.4            Provision and Use of Study Drug . Company shall be responsible for providing and will ship directly to each of the Institution and the Study subsites, at no charge, sufficient quantities of the Study Drug and placebo as may be required for the Study in accordance with the Study schedule. Company understands that Institution is relying on timely delivery of the Study Drug in order for Institution and the subsites to conduct the Protocol. Institution, through Principal Investigator, will safeguard such Study Drug in accordance with all Applicable Laws and shall return or otherwise dispose of any remaining Study Drug at the Study Conclusion in accordance with Company’s instructions and at Company’s expense. Institution shall not use any Study Drug for any purpose other than the conduct of the Study. Company represents and warrants that it is in compliance with federal, state, and local laws and regulations relating to the manufacture and formulation of any investigational drug and to other materials supplied, and with other applicable legal requirements. Company shall ensure that the supplies of the Study Drug and placebo shall be from the same vendor in order to ensure consistency throughout the term of the Study and that the method of overencapsulation will also remain constant throughout the Study. Company is not providing funding for the Study or other support other than the Study Drug and placebo.

Section 2: Material Subject Information

2.1           Company agrees to notify Institution in writing promptly but no later than fifteen (15) days upon knowledge of information that could affect the safety or medical care of current or former subjects, affect current subjects’ willingness to continue participation, influence the conduct of the Study, or alter the IRB’s approval. Company and Institution shall comply with their respective reporting requirements to regulatory authorities, including, for example, the FDA, the Office for Human Research Protections, and other authorities as required. Institution, through the Principal Investigator and/or IRB as appropriate, shall be responsible for informing subjects of the above information they learn from Company in accordance with the IRB-approved informed consent form and Company shall not contact them. No other provision of this Agreement shall be construed to override the provisions of this Section 2.1.

Section 3: Study Data/Deliverables

3.1           Institution shall own the data resulting from the Study. Following completion of the Study Institution shall provide to Company, (a) at the Company’s expense and subject to a confidentiality agreement in favor of Institution, HIPAA and CMIA-compliant redacted copies of patient case report forms (such redactions removing any patient identifying information) in order to facilitate Company’s further clinical testing, regulatory approval and commercialization of estriol (b) a report setting forth the accomplishments and significant findings of the Study upon completion of the Study (c) “open” reports on accrual and safety (together, the “Deliverables”). The Company will not receive data on efficacy until the trial is completed and the blind is broken.

3.2           The Deliverables provided, to Company will be held in confidence until publication of the results of the Study is made by Institution pursuant to Article 4, or the Deliverables become publicly available, or written permission to disclose the Deliverables is granted by Institution authorized representative. Thereafter, Company may freely use the Deliverables in compliance with all applicable laws and consent forms. It is agreed, however, that under no circumstances will Company state or imply in any publication or other published announcement that Institution has or approved any product.

Section 4: Publication

4.1           Company agrees that Institution and/or Principal Investigator shall have the first right to publish the results of the Study; provided, however, that none of the following actions shall be considered to be a publication of the results of the Study in violation of the publication rights of the Institution and/ or the Principal Investigator: (i) issuance of a press release disclosing the results of the Study (ii) the disclosure of results of the Study to investors, prospective investors of potential corporate partners or (iii) the disclosure of the results of the study to the Securities and Exchange Commission or any other regulatory authority or in any filing with therewith. Institution and/or Principal Investigator shall be free to publish the results of the Study subject only to the provisions of Section 7 regarding Company’s Proprietary Information. Company shall be provided with a copy of any proposed publication thirty (30) days prior to submission for publication. Company shall be entitled to review such proposed publications solely for the purpose of identifying Company Proprietary Information, which shall be removed from the publication upon Company’s request; and to identify any patentable Inventions, which shall be addressed as described below; and to provide any other comments Company desires to provide, provided that Institution and/or Principal Investigator shall have no obligation to address any such additional comments. At the expiration of such thirty (30) day period, Institution and/or Principal Investigator may proceed with submission for publication provided that any identified Company Proprietary Information has been removed; and provided further that upon notice by Company that Company reasonably believes a patent application claiming an Invention (as defined in Section 5) should be filed prior to such publication, in Institution’s discretion such submission shall be delayed for up to an additional thirty (30) days or until any patent application or applications have been filed, whichever shall first occur. In no event shall the submission of such publication of results be delayed for more than sixty (60) days for manuscripts and for more than thirty-seven (37) days for abstracts from the date such proposed publication was provided to Company; at the end of said sixty (60) or thirty-seven (37) days, the Principal Investigator shall be free to publish such results as proposed.

Section 5: Inventions/Intellectual Property

5.1           The Parties acknowledge and agree that because the Study is supported by the NIH and the NMSS, any Inventions (as defined below) are subject to the pre-existing rights and limitations of the policies of those entities. Any license to an Invention shall be subject to such rights. Further, Company acknowledges and understands that, under Institution’s agreements with NIH and NMSS, NIH and NMSS each obtain certain rights to Inventions. Additionally Company acknowledges that Federal regulations such as the Bayh-Dole Act and the Tax Reform Act of 1986 may also affect the range and scope of rights that may be granted to Company. The Parties mutually acknowledge that the United State government, as a matter of statutory right under 35 U.S.C 200-212, may hold a nonexclusive license and certain other rights under patents or inventions made as a consequence of research whose funding includes funds supplied by the United States government. In the event the United States government has such rights or in the future is found to have such rights with respect to all or any Inventions, any license contemplated under this Agreement, even if termed an “exclusive” license shall be understood to be subject to the rights of the United States government, without any effect on the Parties’ remaining obligations as set forth in the license or in this Agreement.

5.2           The term “Invention” shall mean any new discovery or invention that is first conceived and actually reduced to practice in the conduct of the Study under this Agreement.

5.3           Inventorship of Inventions shall be determined in accordance with U.S. patent Law. All rights to Inventions made solely by employees of Institution shall be the sole property of Institution. All rights to Inventions made solely by employees of Company shall be the sole property of Company. All rights to Inventions made jointly by employees of Company and Institution shall belong jointly to Company and Institution.

5.4           To the extent that Institution is legally able, Company will be granted a time-limited first right to negotiate an option or license under Institution’s rights in any Invention that belongs either solely to Institution or jointly to Institution and Company. If the Institution receives a bona fide written offer from an independent third party to enter into a license with respect to any Invention, it will offer the Company a right of first refusal to enter into a license with respect to such Invention upon the same terms as those offered by the independent third party in the bona fide written offer.

5.5           Institution will promptly disclose to Company any Inventions. Company will hold such disclosure on a confidential basis and will not disclose the information to any third party without consent of Institution. Company will advise Institution in writing within sixty (60) days of such disclosure whether or not it wishes to secure an option or commercial license (“Election Period”). Company will have ninety (90) days from the date of election to conclude an option or license agreement with Institution (“Negotiation Period”). Said license will contain reasonable terms, will require diligent performance by Company for the timely commercial development and early marketing of the Invention, and include Company’s obligation to reimburse Institution’s patent costs for all Inventions subject to the license. In the event it is necessary in the opinion of Institution to file any patent applications to protect an Invention during the Election or Negotiation Periods, Company will reimburse patent costs incurred by Institution during such period. If such option or license is not concluded within the Negotiation Period, neither party will have any further obligations to the other with respect to such Invention. If Company does not elect to secure such option or license, rights to such Invention will be disposed of in accordance with Institution’s policies, with no further obligation to Company with respect to such Invention.

5.6           Except as set forth in this Agreement, neither Party shall be deemed to grant either directly or by implication, estoppel, or otherwise, any rights under any patents, patent applications or other proprietary interests, whether dominant or subordinate, or any other invention, discovery or improvement of either Party, other than the specific rights covering Inventions under this Agreement.

Section 6: Use of Name

6.1           Except for disclosure by Institution of Company’s support for the Study in publications, for purposes of recruitment/consent of Study subjects, and for purposes of meeting any applicable requirements for the registration of the Study or of Study results with a publicly accessible or other clinical trial registry, neither Party to this Agreement shall use the name of the other Party or of any staff member, employee, student, or agent of the other Party or any adaptation, acronym or name by which the other Party is commonly known, in any advertising, promotional or sales literature or in any publicity without the prior written approval of the Party or individual whose name is to be used. Company understands that California Education 92000 prohibits the use of Institution’s names to suggest that Institution endorses a product or service.

Section 7: Proprietary Information

It is anticipated that in the performance of this Agreement, Company and Institution may need to disclose to each other information, which is considered confidential. The rights and obligations of the parties with respect to such information are as follows:

7.1           “Disclosing Party” shall mean a party that discloses Proprietary Information (as defined in paragraph 8.2 below) under this Agreement. “Receiving Party” shall mean a party that receives Proprietary Information under this Agreement.

7.2           “Proprietary Information” refers to information necessary to conduct the Study, other than data from or results of the Study, which is obtained by Receiving Party from Disclosing Party, which, by appropriate marking, is identified as confidential and proprietary at the time of disclosure. In the event that Proprietary Information must be provided visually or orally, obligations of confidence shall attach only to that information which is confirmed by Disclosing Party in writing within thirty (30) working days as being confidential. Both Parties acknowledge that the Protocol is the Proprietary Information of Institution.

7.3            Period of Restriction . For a period of five (5) years after the expiration or early termination of this Agreement, Receiving Party agrees to use reasonable efforts, no less than the protection given its own confidential information, to use Proprietary Information received from Disclosing Party and accepted by Receiving Party only in accordance with this Section 8.

7.4            Use of Proprietary Information . Receiving Party agrees to use Disclosing Party’s Proprietary Information solely for the purposes of conducting the Study, obtaining any required review of the Study or its conduct, or ensuring proper medical treatment of any subject. Receiving Party agrees to make Proprietary Information available only to those personnel and agents at Receiving Party and to inform them of the confidential nature of such information.

7.5            Release of Proprietary Information . Except as provided herein, Receiving Party agrees to keep all Proprietary Information confidential unless Disclosing Party gives specific written consent for release.

7.6            Notice of Unauthorized Disclosure . Receiving Party shall notify, Disclosing Party of any disclosure not authorized hereunder of which it becomes aware. In such situations, Receiving Party shall take and shall require each such unauthorized recipient to take reasonable steps to prevent any further disclosure or unauthorized use.

7.7             Exclusions . No Receiving Party shall be required to treat any information as Proprietary Information under this Agreement in the event:

(a)            it is publicly available prior to the date of the Agreement or becomes publicly available thereafter through no wrongful act of Receiving Party;

(b)            it was known to Receiving Party prior to the date of disclosure or becomes known to Receiving Party thereafter from a third party having an apparent bona fide right to disclose the information;

(c)            it is disclosed by Receiving Party in accordance with the terms of Disclosing Party’s prior written approval;

(d)            it is disclosed by Disclosing Party without restriction on further disclosure;

(e)            it is independently developed by Receiving Party without reliance upon or access to Disclosing Party’s Proprietary Information; or,

(f)          Receiving Party is obligated to produce it pursuant to a requirement of applicable law, regulation or an order of a court of competent jurisdiction or a facially valid administrative, Congressional or other subpoena, provided that the Receiving Party, subject to the requirement or order or subpoena (A) promptly notifies Disclosing Party or the requirement for disclosure.

7.8         Each Party reserves the right, in its sole discretion and without prior notice to the other Party, to disclose its own Proprietary Information to any third party for any purpose.

Section 8: Term and Termination

8.1          Term . The term of this Agreement shall be from the Effective Date until completion of the Parties’ substantive obligations under the Agreement in the performance of the Study, unless earlier terminated in accordance with Section 10.2.

8.2           Termination .

(a)          Either Party hereto shall have the right to terminate this Agreement at any time upon three (3) months prior written notice thereof to the other Party, except that either Party may terminate this Agreement at any time upon thirty (30) days prior written notice thereof to the other Party in the event of a material breach of the Agreement by the other Party, which breach is not cured within thirty (30) days of initial notice thereof, and except that either Party may terminate this Agreement immediately upon written notice to the other Party if necessary to protect the health, welfare or safety of any Study subject.

(b)          If the Principal Investigator ceases to serve in such role during the term of the Agreement, Institution shall promptly notify Company. Institution may name a substitute principal investigator (who shall thereafter be referred to as Principal Investigator for purposes of this Agreement), subject to the approval of Company, which approval may be withheld in Company’s sole discretion. If the Parties fail to reach agreement with respect to continuation of the Study and the Agreement within ninety (90) days following the date on which Institution notifies Company that the original Principal Investigator became unavailable, Company shall have the right to terminate the Study and this Agreement immediately upon written notice to Institution.

8.3           Continuation of Enrolled Subjects . The Parties agree that if, at the time either Party receives notice of termination pursuant to this section, Company shall continue to provide sufficient quantities of Study Drug necessary to allow such subjects to complete the Study, at Company’s expense, if completion is in the best interest of said subjects.

8.4            Survival . The obligations of the Parties under Sections 1.1 (Priority), 1.3, [1.4,] 2.1, 3.1, 3.2, 4.1, 5.1-5.6, 6.1, 7.1 − 7.8, 8.3, 9.1, 9.2 , 10.1, 11.2, and 11.4-13.7 shall survive any termination or expiration of this Agreement.

Section 9: Indemnification; Insurance;

9.1           Indemnification .

(a)          Company shall indemnify, defend and hold harmless Institution, its trustees, officers, employees, including Principal Investigator, and agents (the “Institution Indemnitees”), against any liability, damage, loss or expense (including reasonable attorney’s fees and expenses of litigation) incurred by or imposed upon the Institution Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, damage loss or expense is caused by or results from the use of the Deliverables or from the negligent or intentional acts or omissions of Company, its directors, officers, agents or employees.

(b)          Company’s indemnification under (a) above shall not apply to any liability, damage, loss or expense in proportion to and to the extent that it is directly attributable to: (i) the negligence or intentional misconduct of, or violation of Applicable Laws by, the Institution Indemnitees; or (ii) failure of the Institution Indemnitees to adhere to the terms of the Protocol for the Study, provided, however, that emergency medical care shall not be deemed a violation of the Protocol.

Institution shall indemnify, defend and hold harmless Company, its directors, officers, employees, including Principal Investigator, and agents (the “Company Indemnitees”), against any liability, damage, loss or expense (including reasonable attorney’s fees and expenses of litigation) incurred by or imposed upon the Company Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, damage loss or expense is caused by or results from the negligent or intentional acts or omissions of Institution, its trustees, officers, agents or employees.

(c)          In the event of a claim against, the Party seeking indemnification agrees to notify the other Party promptly of such claim and to cooperate fully with the other Party in the investigation and defense thereof. The indemnifying Party will have the right to assume and control the defense and settlement of such claim (including negotiations related to the settlement thereof), and in such case the indemnified Party may employ its own counsel if it wishes to do so, at its own expense. Notwithstanding anything herein, no settlement shall be made by the indemnifying Party without the other Party’s prior written consent that would result in any admission of liability by the other Party’s indemnitees, or that does not contain an unconditional release of all claims against the other Party’s indemnitees.

9.2           Insurance .

(a)          Company shall, at its sole cost and expense, procure and maintain policies of professional and general liability insurance in amounts not less than one million dollars ($1,000,000) per occurrence and five million dollars ($5,000,000) annual aggregate covering its obligations under this Agreement, including contractual liability coverage for its indemnification obligations under this Section 9, if any.

(b)          Company shall provide Institution at its request with written evidence of such insurance prior to the commencement of the shipment of the Study Drug. Company shall provide Institution with written notice at least thirty (30) days prior to the cancellation, non-renewal or material change, in such insurance; if Company does not obtain replacement insurance providing comparable coverage within such thirty (30) day period, Institution shall have the right to terminate this Agreement effective at the end of such thirty (30) day period without notice of any additional waiting periods.

Section 10: Notices

10.1       Any written notices, reports, correspondences or other communications required under or pertaining to this Agreement shall be given by prepaid, first class, registered or certified mail or by an express/overnight delivery service provided by a commercial carrier, properly addressed as follows:

If to Institution:

David Geffen School of Medicine at UCLA

Clinical Trials Contract Unit

10911 Weyburn Avenue, 3 ^rd Floor

Los Angeles, CA 90095-7170

Industry Contract Officer

Putney Drug Corp.

c/o Adeona Pharmaceuticals, Inc.

3930 Varsity Drive

Ann Arbor, MI 48108

Attn: Lara M. Guzman, VP of Administration

Section 11: Miscellaneous

11.1          Amendment . The terms of this Agreement can be modified only by a writing, which is signed by authorized representatives of Institution and Company.

11.2          Choice of Law; Jurisdiction and Venue . This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California.

11.3          Assignment . Neither Party to this Agreement may assign its obligations hereunder without the prior written consent of the other Party. Notwithstanding the foregoing, the Company may assign this Agreement (i) to a purchaser, merging or consolidating corporation, or acquirer of substantially all of the Company’s assets or business and/or pursuant to any reorganization qualifying under section 368 of the Internal Revenue Code of 1986 as amended, as may be in effect at such time, or (ii) to an Affiliate of the Company without such prior written consent. For the purpose of this Agreement, the term “Affiliate” shall mean any entity that directly or indirectly owns, is owned by or is under common ownership with Company. A corporation shall be regarded as in control of another corporation if it owns directly or indirectly at least fifty percent (50%) of the voting stock of the other company or in the absence of the ownership of at least (50%) of the voting stock of a corporation, if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation.

11.4          Entire Agreement . This Agreement, including any exhibits, attachments, and other documents that are incorporated by reference herein, constitutes the entire understanding and agreement between the Parties, and supersedes and replaces all prior agreements, understandings, writings and discussions between the Parties with respect to the subject matter of this Agreement.

11.5          Waiver . The failure of a Party in any instance to insist upon the strict performance of the terms of this Agreement shall not be construed to be a waiver or relinquishment of any of the terms of the Agreement, whether at the time of the Party’s failure to insist upon strict performance or at any time in the future, and such term(s) shall continue in full force and effect.

11.6          Severability . Each clause of this Agreement is a distinct and severable clause and if any clause is deemed illegal, void, or unenforceable, the validity, legality, or enforceability of any other clause of this Agreement will not be affected thereby.

11.7          Titles . All the titles and headings contained in the Agreement are inserted only as a matter of convenience and reference and do not define, limit, extend, or describe the scope of this Agreement or the intent of any of its provisions.

11.8          Counterpart Signatures . This Agreement may be executed in one or more counterparts, each of which counterpart shall be deemed an original Agreement and all of which shall constitute but one Agreement. Further, 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 agree they will have not rights to challenge the use or authenticity of this document based solely on the absence of an original signature.

11.9         Relationship of Parties: The Parties hereto are independent contractors. Neither party shall act nor represent itself, directly or by implication, as an agent of the other.

IN WITNESS WHEREOF, the Parties have caused this Agreement to he duly executed as of the Effective Date above written.

Read and Acknowledged:

EXHIBIT A

PROTOCOL

Exhibit 10.4

Execution Version

AMENDMENT TO

CLINICAL TRIAL AGREEMENT

This Amendment To Clinical Trial Agreement (the "CTA Amendment") is made and entered into effective as of July 8, 2015 (the "CTA Amendment Effective Date") by and between Putney Drug Corp. , a Nevada corporation having a place of business at 617 Detroit Street, Suite 100, Ann Arbor, MI, 48104 ("Company"), and The Regents of the University of California , a constitutional California corporation, on behalf of its Los Angeles campus, with an address at David Geffen School of Medicine UCLA Clinical Trials Administration Office, 10911 Weybeurn Avenue, 3rd Floor, Los Angeles California 90095-7170 ("Institution" or "The Regents"), to amend the terms of that certain Clinical Trial Agreement between Company and Institution, originally dated as of April 29, 2010 (the "CTA"). Company and Institution may be referred to herein individually as a "Party", and collectively as the "Parties".

WHEREAS, the Parties are also parties to that certain Exclusive License Agreement dated as of July 11, 2005 (as amended to date, the "License Agreement"), and issues have arisen concerning certain of the Parties' respective rights and obligations under the CTA and under the License Agreement; and

WHEREAS, certain additional intellectual property relating to the subject matter of the License Agreement has been created at Institution, and the Parties wish to expand their relationship to cover such additional intellectual property and also to resolve the above issues, in part by amending the License Agreement to provide (among other things) for increased economic consideration to the Institution, and by amending the CTA as provided in the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the above premises and the mutual promises contained herein, the Parties agree as follows:

1.            The CTA is hereby amended to add new Section 1.0 entitled "Definitions", added before Section 1.1, and reading in its entirety as follows:

"1.0           Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the License Agreement . The following capitalized terms shall have the following meanings as used in this Agreement:

"Deliverables" has the meaning set forth in Section 3.1 hereof.

"Study" means the human clinical study conducted under the protocol entitled " A Combination Trial of Copaxone Plus Estriol in Relapsing Remitting Multilple Sclerosis (RRMS)", protocol number NCT00451204.

"Field of Use" has the meaning ascribed in the License Agreement.

Execution Version

"IND" means IND #55,288, as it relates to the Study.

2.            Section 3.1 of the CTA is hereby amended to read in its entirety as follows:

"3.1           Institution shall own all data resulting from the Study. Notwithstanding anything to the contrary, the Deliverables set forth herein shall not contain any Institution or its subsite's (i) patient medical records, or (ii) source documentation as that term is defined in Section 1.52 of the ICH E6 Guidelines to the extent that Applicable Laws prevent the disclosure thereof to Company. As soon as reasonably practicable, allowing a reasonable amount of time for performing redactions and other required preparation, following Study Conclusion, Institution shall provide to Company: (a) complete (except for the redactions as provided below) and accurate copies of all patient case report forms generated under the Study not later than October 1, 2015; (b) a complete copy (except for the permitted redactions as provided below) of any electronic Study database created by (or on behalf of) Institution based on the patient case report forms that includes all the data elements as compiled therein, generated in performance of the Study, which shall include any other data and results from the Study included in any such database, not later than August 1, 2015; (c) a complete copy (except for the permitted redactions as provided below) of all the MRI data resulting from the Study, including a copy of the electronic database containing such images; (d) copies of all cognition, gray matter and any other data and results generated or created under the Study as generated or extrapolated from the patient case report forms; (e) a detailed report setting forth all accomplishments and findings of the Study; (f) a copy of all analyses of the patient case report forms and/or of any other Study data and results performed by or on behalf of the Institution or Principal Investigator; (g) the complete analysis (the “MRI Analysis”) of a third party specified by Company, which Institution has no reasonable and significant objection (based solely on the fact the retention of the third party consultant would violate any law, regulation, ruling of a court or agency, contractual agreement, or written Institution policy) that is hired as a consultant by Institution and as part of its research team, and which consultant will have full access to all the MRI data resulting from the Study, including a copy of the electronic database containing such images, and will conduct the analysis as generally specified by Company, such MRI data being made available not later than August 1, 2015 (costs of the third party consultant will be paid by Company); (h) complete copy of the actual analysis of the MRI data resulting from the Study existing as of the CTA Amendment effective date, provided to Company by July 10, 2015 (collectively, all the foregoing, the "Deliverables"). The data and information in subclauses (a)-(d) above shall be redacted to remove patient identifying information as needed to comply with HIPAA and CMIA, and with the understanding the the reports or analyses delivered under subclauses (e)-(g) above shall not contain patient identifying information. The databases in clause (b) and (c) shall be provided in an electronic form that is reasonably acceptable to Company (including being transmittable, reproducible and usable (using standard database tools) at a dedicated location on Institution's site, and, if possible using reasonable effort, via a secure internet connection). The required redaction of Study data in (c) will occur if requested by Company, and will not be completed by August 1, 2015. The Institution shall use reasonable diligence to complete the required redaction. Institution further acknowledges that Company shall engage a third party consultant (selected by Company after consulting with Institution) to perform analysis of the Deliverables, and Institution agrees to provide such third party consultant reasonable access to the Deliverables in Institution's possession (to the extent not provided to such consultant directly by Company) for such analysis. Institution and Principal Investigator have no commitment or obligation to continue any analysis of the data from the Study."

Execution Version

3.             Section 3.2 of the CTA is hereby amended to read in its entirety as follows:

"3.2           The Deliverables provided to Company shall be held in confidence by Company (and its affiliates and sublicensees) until publication of results of the Study by Institution pursuant to Article 4 below. It is agreed by Institution that (without limitation) publication of an article substantially containing the information in the draft article provided to Company by Institution counsel on or about June 30, 2015 shall constitute such publication of Study results. After such publication of Study results, Company shall be free to disclose publicly information in the Deliverables in compliance with all applicable laws and Study consent forms. Institution shall provide Company with copies of Institutional Review Board approved informed consent templates for the Study, and, at the request of Company within the next 2 years from the CTA Amendment Effective Date, redacted copies of the Study informed consent forms in the possession of the Institution, or study sites, with fully-burdened costs and overhead to be pay by the Company. It is agreed, however, that under no circumstances will Company state or overtly imply in any publication or other published announcement that Institution has approved any product. Institution hereby grants Company (and its Affiliates and Sublicensees, as defined in the License Agreement) the non-exclusive perpetual, transferable rights, sublicenseable through multiple tiers of sublicensees, to use all information in the Deliverables for all purposes relating to development, registration and commercialization of Licensed Products in the Field of Use, but subject to the foregoing confidentiality obligations (prior to publication of the Study results), and in compliance with all applicable laws and Study consent forms. Institution hereby grants Company (and its Affiliates and Sublicensees, as defined in the License Agreement) the rights of reference to the Institution's IND for the Study and the Deliverables for the development, registration and commercialization of products licensed to Company under the License Agreement in accordance with the terms in Section 3.4. Initial Study data validation and review shall be done on behalf of Company promptly after receipt of the Deliverables by a third party consultant selected by and employed with Company (after consultation with UCLA), separate and apart from consultant hired to Institution’s research team as set forth in 3.1 above. Company shall own all reports, results and analysis resulting from its consultant's analysis and review (the "Analysis") and the MRI Analysis of the third party in 3.1 (g), and Institution assigns to Company its entire rights in the Analysis (but excluding any patent rights and any rights in the Study data). Institution covenants that it shall not conduct any review or analysis of the MRI Analysis until the date 90 days after delivery of the MRI Analysis to Company under Section 3.1(g). Company and its affiliates and sublicensees may use such Analysis with respect to Estriol in Field of Use, shall have the rights to disclose it to its Affiliates and Sublicensees (as those terms are used in the License Agreement), and to entities whom are believed in good faith to be potential development partners, subject to appropriate confidentiality obligations and other identified state and federal regulatory constraints, including but not limited to, HIPAA and CMIA. Company shall disclose the Analysis to the Institution in confidence, and shall ensure that the Deliverables and Analysis are not publicly disclosed until Principal Investigator is given a reasonable opportunity to publish on the clinical data, subject to the right of Company to remove Company Proprietary Information, and to request that patent applications be filed by the Regents based on any data, as provided in Article 4 below. Notwithstanding the foregoing, the Institution can use the Analysis in order to ensure the health and safety of the subjects enrolled in the Study."

Execution Version

4.            The CTA is hereby amended to add a new Section 3.3, reading in its entirety as follows:

"3.3           Company shall reimburse The Regents for its fully-burdened costs, as budgeted by the Parties in advance, directly incurred in preparing the databases and materials for delivery to Company (as set forth in Section 3.1 above), plus overheard of twenty-six percent (26%), such reimbursement not to exceed the budget reasonably agreed to by the Parties. Such costs include but are not limited to the costs incurred to redact patient identifying information from databases and patient case report forms, and (if applicable) training Company or a third party consultant to use the databases. The Institution shall invoice Company promptly for such costs, accompanied by such supporting documentation for such costs as Company may reasonably request."

Execution Version

5.            The CTA is hereby amended to add a new Section 3.4, reading in its entirety as follows:

"3.4           The Regents hereby grant to Company a right to reference for use in the Field of Use (including in connection with all development and approval activities on Licensed Products) to all regulatory documentation filed with respect to the Study, filed with the FDA regarding the IND, and all information therein, subject to the redaction of patient identifying information. The Institution shall provide to Company copies of all such regulatory documentation filed with the FDA under the IND upon reasonable request, which shall redacted in order to comply with laws and regulations regarding privacy of patient information, such redactions at Company's sole expense, including 26% overhead at the Institution, and subject to applicable law or regulation. The Regents will use reasonable good faith efforts to determine if they can agree not to grant to any other commercial party a right of reference to any such regulatory documentation filed with the FDA regarding the FDA in the Field of Use, to the extent permitted by law, contractual obligations, and The Regents’ policy, for a period of up to 5 years. At Company's request, and provided that Institution can so agree, The Regents will provide Company such written agreement, for the maximum period (not to exceed 5 years) that The Regents can so agree not to grant such rights to other commercial parties." Principal Investigator represents that there were no foreign regulatory filings relating to the Study.

6.           Section 7.4 of the CTA is hereby amended to add the following sentence to the end of the Section: "Notwithstanding the above restrictions, Institution agrees that Company (and its Affiliates and Sublicensees (as that term is used in the License Agreement) may use all information in the Deliverables as permitted in Section 3.2.

7.           Section 7.5 of the CTA is hereby amended to add the following phrase to the end of the Section: " (with the understanding that Section 3.2 grants Company (and its Affiliates and Sublicensees (as that term is used in the License Agreement) specific consent to disclose or release information in the Deliverables as provided in such Section)".

8.           Section 8.2 of the CTA hereby amended to include the following subsection:

Section 8.2(c). To the extent Field of Use in the License Agreement is narrowed or expanded, the Field of Use in this Agreement shall narrow or expand in the same manner. To the extent the License Agreement is terminated, the CTA shall terminate as well.

Execution Version

9.            Section 8.4 of the CTA is hereby amended to read in its entirety as follows:

The obligations of the Parties under Sections 1.1 ,1.3, 1.4, 2.1, 3.1, 3.2, 3.4, 4.1, 5.1-5.6, 6.1, 7.1-7.8, 9.1, 9.2, 10.1, 11,2, and 11.4-11.7 shall survive any termination this Agreement, except that any exclusive rights that may be granted pursuant to section 3.4 shall become non-exclusive if a termination occurs pursuant to the last sentence of Section 8.2(c).

10.          The Parties hereby agree to negotiate diligently, reasonably and in good faith with each other and to agree on a further amendment to the CTA (as amended by this CTA Amendment) that (a) provides clearer definition of the terms for the consultant under Section 3.1(g) above; and (b) provides terms for redaction of the MRI database, as contemplated in Section 3.1(c) above.

11.          Except as modified by the amendments and other agreements as provided in this CTA Amendment, all the terms and provisions of the CTA are and shall remain in full force and effect. This CTA Amendment is deemed incorporated into and made part of, and governed by the applicable terms of, the CTA.

12.          This CTA Amendment is effective only if (a) it is fully executed by both Parties and (b) both Parties fully execute the Sixth Amendment to the License Agreement and the Release Agreement of equal date with this CTA Amendment.

[Signature Page Follows]

Execution Version

IN WITNESS WHEREOF, the Parties have caused this CTA Amendment to be executed by their duly authorized representatives:

Putney Drug Corp.