PROMISSORY NOTE

$300,000.00

April 10, 2014

FOR VALUE RECEIVED, the undersigned, VISTAGEN THERAPEUTICS, INC., a Nevada corporation (“the “Company”), hereby promises to pay to ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI (the “Holder”), at One Gustave L. Levy Place, New York, New York 10029, or at such other place or to such other party as Holder may from time to time designate, the principal sum of THREE HUNDRED THOUSAND DOLLARS ($300,000), plus interest from the date hereof and any amounts added to this Note in accordance with Section 3 hereof, in lawful money of the United States of America and in immediately available funds, with interest on the outstanding principal amount at the simple rate of 10.0% per annum (computed on the basis of actual calendar days elapsed and a year of 360 days).  Interest shall commence with the date hereof and shall accrue on the outstanding principal until paid in accordance with the provisions hereof. All of following Company securities are being issued by the Company to Holder in full satisfaction of certain invoices for license maintenance fees and reimbursable patent prosecution costs (“License Expenses”), as identified in Schedule 1 to this Note, pursuant to that certain Agreement between the Company and Holder, effective October 1, 2004 (the “License Agreement”) incurred by the Company and its subsidiaries through March 17, 2014, as well as any additional amounts payable for License Expenses through December 31, 2014, as contemplated by Section 3 hereof:

 

·	This Promissory Note (the “Note”);

·

Three hundred thousand (300,000) shares of unregistered Company common stock (the “Shares”), which Shares the Company shall, concurrently with the issuance of this Note, instruct its stock transfer agent to cause to be issued to Holder as soon as practicable following the date of this Note, , but in no event later April 30, 2014; and

·	Warrants to purchase three hundred thousand (300,000) shares of unregistered Company common stock at a purchase price of $0.50 per share (the “Warrants”), which Warrants shall be issued to Holder concurrently with the issuance of this Note.

 

3      Unless this Note shall have been paid pursuant to Section 2 hereof prior to December 31, 2014, all amounts otherwise payable by the Company to Holder for License Expenses incurred pursuant to the License Agreement from March 18, 2014 through December 31, 2014 shall automatically be added to the outstanding principal balance of this Note upon delivery of an invoice for such License Expenses by Holder to the Company.  The Company shall, within twenty (20) business days of its receipt of such invoices (i) update Schedule 1 to this Note to reflect such additional invoices for License Expenses incurred after March 18, 2014 and on or before December 31, 2014 and (ii) provide such updated schedule to Holder.

 

 

If to the Holder:                                                    Robert M. Hellauer

Director, Finance and Operations

Mount Sinai Innovation Partners

Icahn School of Medicine at Mount Sinai

770 Lexington Avenue, 14th Floor

New York, NY 10065

Tel. No.: (212) 659-9680

Fax No.: (212) 348-3116

 

with a copy (for legal notices only) to:

 

Icahn School of Medicine at Mount Sinai

One Gustave L. Levy Place, Box 1099

New York, NY 10029

Attention: Office of General Counsel

If to the Company:                                               VistaGen Therapeutics, Inc.

343 Allerton Avenue

South San Francisco, CA 94080

Attention: Chief Executive Officer

Tel. No.: (650) 577-3600

Fax No.: (888) 482-2602

 

This Note is executed as of the day first above written.

 

By:      __________________________                                                                  

Shawn K. Singh

Chief Executive Officer

Acknowledged and agreed this ___th day of April 2014:

By: ______________________________

Printed Name: _____________________

Title: ____________________________

[Signature page to Promissory Note]

Schedule 1 to Promissory Note

Unpaid invoices through March 17, 2014