Exhibit 10.8


 


Novation Agreement


 


This Novation,
dated as of the Effective Date, is entered into by and among Chelexa BioSciences, Inc., having an address at 181 Market Street,
Unit 20, Lowell, MA 01852 (the “Assignor”) and Hoth Therapeutics, Inc., having an address at 1 Rockefeller Plaza, Suite
1039, New York, New York 10020 (the “Assignee”), and The University of Cincinnati, a state institution of higher education
organized under Section 3361 of the Ohio Revised Code, having an address at 51 Goodman Dr., Suite 240, Cincinnati, OH 45221-0829
(“UC”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Assignment Agreement
to which this Novation is attached and therein incorporated.


 


1. Assigned
Contract: Assignor and Non-Assigning Party are parties to the UC Agreement (attached to the Assignment Agreement as Exhibit
A).


 


2. Novation:
The parties hereto agree that with respect to the UC Agreement, Assignee shall be substituted for Assignor. As such, Assignee shall
acquire all of the rights and obligations of Assignor as set forth therein as of the Effective Date.


 


3. Consideration:
The transfer of rights and delegation of duties as set forth above shall serve as each party’s respective consideration to
the other party.


 


4. Release:
Despite anything set forth to the contrary in the UC Agreement, and subject to the terms hereof and the terms of the Assignment
and Assumption Agreement, Assignee fully releases and forever discharges Assignor, along with Assignor’s employees, agents,
officers, directors, shareholders, affiliates, and representatives (collectively, the “Released Parties”) from (i)
Assignor’s performance obligations as set forth in the UC Agreement accruing on or after the Effective Date; and (ii) all
claims, threatened claims, suits, debts, expenses, costs, deficiencies, damages, or demands that UC may have against any of the
Released Parties to the extent arising out of the non-fulfillment of performance obligations set forth in the UC Agreement on or
after the Effective Date. Without limitation on the foregoing, this release shall in no way affect the obligations required to
be performed under the UC Agreement before the Effective Date.


 


5. Acknowledgement
by UC: UC acknowledges and agrees that Assignee is Assignor’s successor-in-interest in and to the UC Agreement. As such,
Assignee is entitled to all right, title and interest of Assignor in and to the UC Agreement existing on or after the Effective
Date. Assignee and UC shall be fully bound by the terms of the UC Agreement as if the Assignee were named as a party thereto.


 


Signatures to Follow


 



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IN
WITNESS WHEREOF, the parties hereto have caused this Novation Agreement to be executed as of the Effective Date.


 





	ASSIGNOR:	 
	Chelexa BioSciences, Inc.	 
	 	 	 
	By:	/s/ Kenneth L. Rice Jr.	 
	Print Name:	Kenneth L. Rice Jr.	 
	Title:	Chief Executive Officer	 
	 	 	 
	ASSIGNEE:	 
	Hoth Therapeutics, Inc.	 
	 	 	 
	By:	/s/ Robb Knie	 
	Print Name:   	Robb Knie	 
	Title:	Chief Executive Officer	 


 


NON-ASSIGNING
PARTY:





The
University of Cincinnati, a state institution of higher education organized under Section 3361 of the Ohio Revised Code


 





	By:	/s/
                                         Geoffrey Pinski
	 
	Print Name:   	Geoffrey Pinski	 
	Title:	Asst. VP, Tech Transfer	 


 


 


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