ASSIGNMENTANDASSUMPTION AGREEMENT

    This Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) is entered into as of April 12, 2013, by and between Autilion AG, a company organized under the laws of Switzerland (“Assignor”), and its affiliate, Bergamo Acquisition Corp PTE, LTD, a company registered under the laws of the Republic of Singapore (“Assignee”). All terms used, but not defined, herein shall have the meanings ascribed to them in the Underlying Agreements (defined below).

    WHEREAS, Assignor and VistaGen Therapeutics, Inc., a corporation organized under the laws of the State of Nevada (“VistaGen”), are parties to a Securities Purchase Agreement and Voting Agreement, each dated April 8, 2013, complete copies of which (including all exhibits, amendments and modifications thereto) are incorporated herein by this reference (the “Underlying Agreements”);

    WHEREAS, Assignor has agreed to assign to Assignee all of its rights and obligations under the Underlying Agreements (collectively, the “Assigned Rights and Obligations”), and Assignee has agreed to assume the Assigned Rights and Obligations.

    NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

    IN WITNESS WHEREOF, Assignor and Assignee, by their duly authorized officials, hereby execute and deliver this Assignment and Assumption Agreement, effective as of the date set forth in Section 2 above.