Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On July 2, 2024, RespireRx Pharmaceuticals Inc. (the "Company" or "RespireRx") entered into an NIH Service Agreement 1 ("Agreement 1") and an NIH Service Agreement 2 ("Agreement 2") with Alien Technology Transfer India Private Limited ("ATT India"), a company incorporated in India and with Alien Technology Transfer USA Inc. ("ATT US"), a company incorporated in the United States with offices in Texas, respectively.

Both Agreement 1 and Agreement 2 relate to the Company's EndeavourRx's GABAkines program.

Pursuant to Agreement 1 ATT India will provide certain services, with respect to the possible identification of and application to the most appropriate funding institutes or centers within the NIH and identification of possible SBIR/STTR targeted solicitations. These would be grant applications.

The services are to be provided in various phases, identified as Phase 0, Phase I, Phase 00 and Phase II.

Fees payable by RespireRx are success based except in cases of early termination. Success fees generally range from 10% down to 7% of the award amount. In addition, there are support fees of $8,000.00 for Phase I and $15,0000.00 for Phase II invoiced after the Company enters into a grant agreement with the federal agency regarding Phase I/Phase II.

Pursuant to Agreement 2 ATT US will provide certain services referred to as TABA services and will be performed only if the Company enters into a grant agreement with a federal agency regarding Discretionary Technical and Business Assistance ("TABA") during Phase I and Phase II. These services may include regulatory affairs consulting, or an IP (intellectual property) package. Accounting services will be performed if RespireRx successfully accesses Phase I and/or Phase II and receives payments by the relevant federal agency in accordance with the grant agreement. Such accounting services would include grant accounting compliance training and other services. Fees for such services are separate from and in addition to the success fees associated with Agreement 1. The TABA fees are $6,500.000 for Phase I and $50,000.00 for Phase II and are to be invoiced after the Company requests the first payment regarding the TABA during Phase I/II from the federal agency. Other services range from $1,760.00 to $2,400.00 per month for Phase I and $2,400.00 to $3,200.00 per month for Phase II.

The above is a summary of what the Company believes are key the provisions of Agreement 1 and Agreement 2. A copy of the entirety of each is filed as Exhibits 10.1-10.2 to this Current Report on Form 8-K. The above summary is qualified in its entirety by this Current Report on Form 8-K including the copy of Agreement 1 between the Company and ATT India and between the Company and ATT US, each dated July 2, 2024 and filed as Exhibits 10.1-10.2 to such report.