Ninth Amendment tot eh Exclusive Patent License Agreement

Exhibit 10.1

NINTH AMENDMENT TO THE
EXCLUSIVE PATENT LICENSE AGREEMENT

(MGH Cases No 01416, 22497, 24644)

Agreement No. 2022-3833

This Ninth Amendment (“Ninth Amendment”), effective May 30, 2023 (“Ninth Amendment Effective Date”), to the Exclusive Patent License Agreement is by and between The General Hospital Corporation, d/b/a Massachusetts General Hospital, a non-for-profit Massachusetts corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (“Hospital”) and Vicapsys, Inc with its principal place of business located at 1234 Airport Road, Destin, Florida 32541 (“Company”).

WHEREAS, Hospital and Company are Parties to an Exclusive Patent License Agreement, MGH Agreement No. A215841, effective as of May 8, 2013, as previously amended effective as of January 22, 2014, May 6, 2014, August 25, 2014, December 1, 2014, October 27, 2016, February 6, 2017, December 22, 2017, and as further amended on March 14, 2022 (the “Agreement”);

WHEREAS, Company desires to amend the Agreement in order to add new Patent Rights (Section 1.11) and to update the Diligence Requirements (Section 3.1);

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

1.11 “Patent Rights” shall mean, inclusively, (i) the PCT Patent Application number PCT/US00/09678, filed on April 7, 2000, with the MGH Case Number 01416 (ii) the PCT Patent Application number PCT/US2013/068916 filed on November 7, 2013 with the MGH Case Number 22497 and (iii) the PCT patent application PCT/US2018/051950 filed on September 20, 2018 with the MGH Case Number 24644, and/or the equivalent of such applications including any division, continuation (but not including continuation-in-part) , US and foreign patent application, Letters Patent, and/or the equivalent thereof issuing thereon, and/or reissue, reexamination or extension thereof, as may be further described in Appendix A-2.”

“Within one (1) year of the Ninth Amendment Effective Date Company shall submit a research and development plan for the Patent Rights associated with MGH 24644 with mutually acceptable Diligence Requirements to be added by amendment to the Agreement for development of the Product or Process for the therapy and/ or prophylaxis of a human disorder in the License Field.”

“As of the Ninth Amendment Effective Date, Hospital has incurred approximately three thousand nine hundred and fifty-six dollars ($3,956) in Patent Costs towards the Patent Rights for MGH 24644, which amount Company shall pay to Hospital by July 31, 2023.”

IN WITNESS WHEREOF, the Parties have caused this Ninth Amendment to be executed by their duly authorized representatives as of the Ninth Amendment Effective Date first written above.

DESCRIPTION OF PATENT RIGHTS