Exhibit 10.6


 


ASSIGNMENT
AND ASSUMPTION AGREEMENT


 


This
Assignment and Assumption Agreement (the “Agreement”), is effective as of the 14th day of May, 2020 (the
“Effective Date”) between 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”). The Assignor and the Assignee are sometimes referred to herein individually as a “Party”
and collectively as the “Parties”.


 


RECITALS


 


A.
Whereas, the Assignor 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”) are
parties to that certain License Agreement entered into and made effective on February 27, 2013, and amended on April 17, 2013
and February 27, 2013 (the “UC Agreement’’), a copy of which is attached hereto as Exhibit
A;


 


B. Whereas,
the Assignor wishes to transfer and assign to the Assignee all of the Assignor’s rights and obligations in and to and liabilities
under, of whatever kind or nature, (collectively, the “Interest”) the UC Agreement and Assignee wishes to be the assignee
and transferee of the Interest under the UC Agreement; and


 


C. Whereas,
as a result of this Agreement, the Assignor’s Interest under the UC Agreement shall be assigned to the Assignee, which shall be
of the same force and effect as if Assignee had been an original party to the UC Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual covenants set forth in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which is acknowledged, the Parties covenant and agree as follows:


 


1. Assignment.
The Assignor hereby transfers and assigns to the Assignee, and the Assignee hereby acquires from the Assignor all of Assignor’s
Interest under the UC Agreement and the Assignee agrees to perform all obligations, duties, liabilities and commitments of the
Assignor under the UC Agreement.


 


2. Assumption.
Assignee hereby accepts the Assignment from Assignor, including all of Assignor’s rights and obligations as set forth
in the UC Agreement as of the Effective Date. Without limitation on the foregoing, Assignee assumes and agrees to perform all
of the obligations and covenants of Assignor as set forth in the UC Agreement to the extent that they accrue on or after the Effective
Date, subject to any and all applicable covenants, conditions, stipulations, obligations, liabilities, and agreements of the Assignor
in the UC Agreement.


 






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3. Novation.
The parties hereto agree to simultaneously enter into the novation agreement (the “Novation”), in the form
annexed hereto as Exhibit B. The Novation shall be executed by the Assignor, the Assignee, and UC. This Agreement shall
not become effective or enforceable in any way unless and until the Novation is fully executed by all of the parties thereto.
Once the Novation and this Agreement are both fully executed, the Assignor shall be fully released from its obligations under
the UC Agreement and as such, no longer secondarily liable to UC Party with respect thereto.


 


4. Consideration. As
consideration for this transfer and assignment, Assignee shall (a) forgive all sums due and owing to Assignee by Assignor,
and (b) agree to pay Chelexa royalties on the sale or other disposition of the Products in accordance with the terms of a
Royalty Agreement to be entered into between the Parties, in the form annexed hereto as Exhibit C.


 


5. Representations
of the Assignor. The Assignor represents as follows:


 


		a.	(i)
                                         There is no breach or default by Assignor under the UC Agreement (which is in full force
                                         and effect), and Assignor is in full compliance with all of its terms up through the
                                         Effective Date; and (ii) it is the sole owner of all of the rights granted to Assignee
                                         hereunder, free and clear of any lien, claim, threatened claim, security interest, or
                                         other encumbrance of any kind.



 


		b.	Assignor
                                         has the full right and authority to (i) enter into this Agreement, (ii) transfer and
                                         assign the UC Agreement free of lien, encumbrance or adverse claim of any kind and without
                                         violating any applicable law, rule, or regulation.



 


		c.	The
                                         Assignor is a corporation duly incorporated and validly existing under the laws of the
                                         state in which it was organized.



 


		d.	Except
                                         for obtaining the written consent of UC authorizing the assignment of the UC Agreement
                                         and as otherwise set forth herein, Assignor has taken necessary steps, provided any required
                                         notice, and obtained full authority and all consents and approvals, including of any
                                         other third party or government necessary to execute and perform this Agreement, which
                                         shall not be against any enforceable and effective laws or legal agreements.



 


4. Representations
of the Assignee. The Assignee represents as follows:


 


		a.	Assignee
                                         is a corporation duly incorporated and validly existing under the laws of the State of
                                         Nevada.



 


		b.	Except
                                         as otherwise set forth herein, Assignee has taken necessary steps, provided any required
                                         notice, and obtained full authority and all consents and approvals, including of any
                                         other third party or governmental agency necessary to execute and perform this Agreement,
                                         which shall not be against any enforceable and effective laws or legal agreements.



 






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5. Further
Agreements.


 


		a.	Indemnification.
                                         



 


(i)
Assignor shall indemnify, defend, and hold harmless Assignee, along with Assignee’s officers, directors, agents, employees,
parents, affiliates, successors-in-interest and permitted assigns, from and against any loss, cost, expense, liability, fine,
deficiency, claim, action, judgment, settlement, interest, award, penalty, injury, or damage of any kind, including without limitation
reasonable outside attorneys’ fees and related costs, to the extent caused by its breach hereof (including without limitation
any representation or warranty set forth herein), and/or its negligence, willful misconduct, or illegal act; and


 


ii.
Assignee shall indemnify, defend, and hold harmless Assignor, along with Assignee’s officers, directors, agents, employees,
parents, affiliates, successors-in-interest and permitted assigns, from and against any loss, cost, expense, liability, fine,
deficiency, claim, action, judgment, settlement, interest, award, penalty, injury, or damage of any kind, including without limitation
reasonable outside attorneys’ fees and related costs, that may arise from the UC Agreement after the date hereof.


 


		b.	Cumulative
                                         Remedies. Other than with respect to the indemnification rights as set forth above,
                                         the rights and remedies provided herein are cumulative (i.e., not exclusive). As such,
                                         the exercise by either party of any right or remedy granted hereunder does not preclude
                                         the exercise of any other right or remedy now or hereafter available at law or in equity
                                         by such party.



 


		c.	Equitable
                                         Remedies. Each party acknowledges and agrees that a breach or threatened breach of
                                         any obligations hereunder by one party may cause irreparable harm to the other party
                                         for which monetary damages may not be an adequate remedy. As such, each party shall be
                                         entitled to seek equitable relief (including without limitation an injunction) in order
                                         to enforce the terms hereof.



 


		d.	Royalty
                                         Agreement. Simultaneously with the execution of this Agreement, the Parties shall
                                         enter into a Royalty Agreement, in substantially the Form annexed hetero as Exhibit
                                         C.



 


		e.	Further
                                         Assurances. In the event that at any time after the Effective Date any further action
                                         is necessary to carry out the purposes of this Agreement, including, but not limited
                                         to, the execution and delivery of a consent, assignment and/or novation agreement with
                                         UC, each of the Parties hereto agree to take such further action as the other Party reasonably
                                         may request.



 






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6. Miscellaneous.


 


		a.	Successors
                                         and Assigns. This Agreement shall be binding upon and inure to the benefit of the
                                         parties and their respective successors and assigns.



 


		b.	Governing
                                         Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and
                                         construed under the laws of the State of New York without regard to the choice of law
                                         principles thereof. Each party hereby irrevocably submits to the exclusive jurisdiction
                                         of the state and federal courts sitting in the State of New York located in The City
                                         of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in
                                         connection herewith or therewith or with any transaction contemplated hereby or thereby,
                                         and hereby irrevocably waives any objection that such suit, action or proceeding is brought
                                         in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
                                         Nothing contained herein shall be deemed to limit in any way any right to serve process
                                         in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
                                         HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
                                         OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
                                         HEREBY.



 


		c.	Severability.
                                         If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,
                                         such invalidity or unenforceability shall not affect the validity or enforceability of
                                         the remainder of this Agreement in that jurisdiction or the validity or enforceability
                                         of any provision of this Agreement in any other jurisdiction.



 


		d.	Counterparts/Execution.
                                         This Agreement may be executed in two or more identical counterparts, all of which shall
                                         be considered one and the same agreement and shall become effective when counterparts
                                         have been signed by each party and delivered to the other party. In the event that any
                                         signature is delivered by facsimile transmission or by an e-mail which contains an electronic
                                         file of an executed signature page, such signature page shall create a valid and binding
                                         obligation of the party executing (or on whose behalf such signature is executed) with
                                         the same force and effect as if such facsimile or electronic file signature page (as
                                         the case may be) were an original thereof.



 


		e.	Notices.
                                         Any notice, request or other document required or permitted to be given or delivered
                                         to the Purchaser by the Company shall be delivered in accordance with the notice provisions
                                         of the Purchase Agreement.



 


		f.	Expenses.
                                         The parties hereto shall pay their own costs and expenses in connection herewith.



 


		g.	Entire
                                         Agreement; Amendments. This Agreement constitutes the entire agreement between the
                                         parties with regard to the subject matter hereof and thereof, superseding all prior agreements
                                         or understandings, whether written or oral, between or among the parties. This Agreement
                                         may be amended, modified, superseded, cancelled, renewed or extended, and the terms and
                                         conditions hereof may be waived, only by a written instrument signed by all parties,
                                         or, in the case of a waiver, by the party waiving compliance. Except as expressly stated
                                         herein, no delay on the part of any party in exercising any right, power or privilege
                                         hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any
                                         party of any right, power or privilege hereunder preclude any other or future exercise
                                         of any other right, power or privilege hereunder.



 






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		h.	Headings.
                                         The headings used in this Agreement are used for convenience only and are not to be considered
                                         in construing or interpreting this Agreement. 



 


		i.	Construction.
                                         The parties agree that each of them and/or their respective counsel has reviewed and
                                         had an opportunity to revise this Agreement and, therefore, the normal rule of construction
                                         to the effect that any ambiguities are to be resolved against the drafting party shall
                                         not be employed in the interpretation of this Agreement or any amendments hereto.



 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date set forth above.


 





	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	 


 


 


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