Blueprint





 







Exhibit
10.1 




ASSIGNMENT AND ASSUMPTION OF LEASE


This
Assignment and Assumption of Lease (the “Assignment”), dated as of
February 1, 2017 (the “Effective Date”), is by
and between OPEXA THERAPEUTICS,
INC. (“Assignor”), and
KBI BIOPHARMA, INC.
(“Assignee”). Assignor and
Assignee are sometimes referred to herein as the
“Parties”
and individually as a “Party.”


WHEREAS, Dirk D.
Laukien, as lessor (“Lessor”), and Assignor,
as tenant, entered into that certain Lease dated August 19, 2005
(the “Original
Lease”), as amended by that certain First Amendment to
Lease Agreement dated April 2, 2015 (the “First Amendment”; the
Original Lease and First Amendment are herein called the
“Lease”), for that certain
premises known as 2635 Technology Forest Drive, Suite 100, The
Woodlands, Texas 77381 (the “Premises”).


WHEREAS, Assignor
now desires to assign to Assignee, and Assignee now desires to
accept and assume, all of Assignor’s right, title and
interest under the Lease.


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


1.           Assignment.
As of the Effective Date, Assignor hereby assigns, conveys,
transfers and sets over unto Assignee all of such Assignor’s
right, title and interest in, to and under the Lease.


2.           Assumption.
From and after the Effective Date, Assignee hereby assumes and
agrees to pay all sums, and perform, fulfill and comply with all
covenants and obligations, which are to be paid, performed,
fulfilled and complied with by tenant under the Lease.


3.           Assignee’s
Indemnification of Assignor. Assignee shall and does hereby
indemnify Assignor against, and agrees to hold Assignor harmless of
and from, all liabilities, obligations, actions, suits, proceedings
or claims, and all losses, costs and expenses, including but not
limited to reasonable attorneys’ fees, arising as a result of
any act, omission or obligation of Assignee arising or accruing
with respect to the Lease and occurring or alleged to have occurred
after the Effective Date.


4.           Assignor’s
Indemnification of Assignee. Assignor shall and does hereby
indemnify Assignee against, and agrees to hold Assignee harmless of
and from, all liabilities, obligations, actions, suits, proceedings
or claims, and all losses, costs and expenses, including but not
limited to reasonable attorneys’ fees, arising as a result of
any act, omission or obligation of Assignor arising or accruing
with respect to the Lease and occurring or alleged to have occurred
on or prior to the Effective Date.


5.           Entire
Agreement. This Assignment represents the entire agreement
of the Parties with regard to the subject matter contained herein
and supersedes all prior agreements, written or oral, with regard
to such matters.


6.           Authority.
Each Party represents and warrants that it has the power and
authority to execute, deliver and perform under this Assignment.
This Assignment has been duly authorized, executed and delivered by
each Party and is binding and enforceable against such Party in
accordance with the terms and conditions contained
herein.



 







 






 


7.           Counterparts.
This Assignment may be executed in counterparts; all such
counterparts shall constitute but one and the same agreement. To
facilitate execution of this Assignment, the parties hereto may
execute and exchange, by facsimile or electronic mail PDF,
counterparts of the signature pages.


8.           Governing
Law. This Assignment shall be interpreted in accordance with
the law of the State of Texas.


9.           Binding
Effect. This Assignment shall inure to the benefit of and
shall be binding upon the parties hereto and their respective
successors and assigns.


10.           Assignor
Representations. Assignor represents and warrants to
Assignee and Lessor as follows:



(a) 

The Lease is in
full force and effect and has not been modified, supplemented or
amended in any way;






 



(b) 

The Lease
represents the entire agreement between Lessor and Assignor as to
the leasing of the Premises and that there are no other agreements,
written or oral, by Lessor and Assignor which affect the occupancy
or use of any portion of the Premises; and







(c) 

To Assignor’s
knowledge, there are no defaults by Lessor under the Lease and no
event has occurred or condition exists that would, with the passage
of time or with notice, or both, constitute a default by Lessor
under the Lease.






  [Remainder of page blank; signature pages
follow.]


 


 


 


 











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IN
WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment as of the date set forth above.


ASSIGNOR:


 


OPEXA
THERAPEUTICS, INC.,


fka
PharmaFrontiers Corporation


 


 


By: /s/
Neil K. Warma


Name:
Neil K. Warma


Title:
President & CEO


 


 



ASSIGNEE:


 


KBI
BIOPHARMA, INC.


 


 



By: /s/ Tim
Kelly










Name: Tim
Kelly








Title:
President


 


 


 


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