exhibit 10. 57 license agreement number 2 dated as of march 19, 2012 between university health network ( as " licensor " ) university health network ( as " licensor " ) and vistagen therapeutics, inc. ( as " licensee " ) vistagen therapeutics, inc. ( as " licensee " ) - 1 - - 1 - - 1 - table of contents 1. definitions 2. representations and warranties 2. 1 mutual representations and warranties 2. 2 licensor representations and warranties 3. license grant 3. 1 licensed ip 3. 2 availability of the licensed ip 3. 3 reserved right 4. financial considerations 4. 1 development - based milestone payments 4. 2 royalties 4. 3 additional consideration 5. royalty reports, payments, and accounting 5. 1 royalty reports 5. 2 payment terms 5. 3 audits 6. research and development obligations 6. 1 research and development efforts 6. 2 r & d plan 6. 3 records 6. 4 reports 7. confidentiality 7. 1 confidential information 7. 2 terms of this agreement 8. patents 8. 1 patent prosecution and maintenance 8. 2 notification of infringement 8. 3 enforcement of patent rights 8. 4 cooperation 9. termination 9. 1 expiration 9. 2 termination by mutual consent 9. 3 termination by licensee 9. 4 termination for cause 9. 5 termination upon licensee insolvency 9. 6 effect of expiration or termination - 2 - 10. indemnification 10. 1 indemnification 10. 2 procedure 10. 3 insurance 10. 4 certificates of insurance 10. 5 notice of cancellation or expiration 11. force majeure 12. general provisions 12. 1 notices 12. 2 further representations, warranties & liability 12. 3 dispute resolution 12. 4 assignment 12. 5 waivers and amendments 12. 6 entire agreement 12. 7 severability 12. 8 waiver 12. 9 counterparts exhibits exhibit a definitions exhibit b licensed ip 1. definitions 2. representations and warranties 2. 1 mutual representations and warranties 2. 2 licensor representations and warranties 3. license grant 3. 1 licensed ip 3. 2 availability of the licensed ip 3. 3 reserved right 4. financial considerations 4. 1 development - based milestone payments 4. 2 royalties 4. 3 additional consideration 5. royalty reports, payments, and accounting 5. 1 royalty reports 5. 2 payment terms 5. 3 audits 6. research and development obligations