ASSIGNMENT
OF LEASE


 


This
ASSIGNMENT OF LEASE (this “Assignment”) is entered into as of March 9, 2018, between ONCOSEC MEDICAL INCORPORATED,
a Nevada corporation (“Assignor”), and VIVIDION THERAPEUTICS, INC., a Delaware corporation (“Assignee”),
with reference to the following:


 


	A.	Assignor
    and ARE-SD REGION NO. 18, LLC, a Delaware limited liability company (“Landlord”), are parties to that certain
    Lease Agreement dated as of December 31, 2014 and attached hereto as Exhibit “A” (“Lease”), with respect
    to certain premises located at 5820 Nancy Ridge Drive, San Diego, California (the “Nancy Ridge Premises”), which
    are more particularly described in the Lease.
	 	 
	B.	Contemporaneously
    herewith, Assignor and Assignee have negotiated a short-term temporary use sublease of the Nancy Ridge Premises, with Assignee
    as sublessor and Assignor as sublessee (the “NR Sublease”) pursuant to terms and conditions more particularly
    set forth therein, and as to which a consent by Landlord (the “NR Sublease Landlord Consent”) is required.
	 	 
	C.	Contemporaneously
    herewith, Assignor and Assignee have also negotiated a sublease, with Assignee as sublessor and Assignor as sublessee (the
    “GA Sublease”) of approximately 12,442 rentable square feet, comprising Suite 100, in the building located at
    3565 General Atomics Court, San Diego, California (the “General Atomics Premises”) pursuant to terms and conditions
    more particularly set forth therein, and as to which a consent by the landlord of the General Atomics Premises (the “GA
    Sublease Landlord Consent”) is required.
	 	 
	D.	The
    assignment of the Lease contemplated by this Assignment requires the consent of Landlord thereunder (the “NR Lease Assignment
    Landlord Consent” and, collectively with the NR Sublease Landlord Consent and GA Sublease Landlord Consent, the “Transaction
    Consents by Landlords”).
	 	 
	E.	Notwithstanding
    the execution and delivery of this Assignment by each of Assignor and Assignee, the effectiveness of this Assignment shall
    not have occurred until the date (the “Effective Date”) upon which Landlord, Assignor and Assignee respectively
    agree upon the form of NR Sublease, GA Sublease and Transaction Consents by Landlords, in form and substance satisfactory
    to each of the parties, each of which has been executed and delivered respectively by all of the same.
	 	 
	F.	All
    capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto pursuant to the Lease.


 


NOW,
THEREFORE, for ten dollars ($10.00) and other good and valuable consideration, Assignor and Assignee agree as follows:


 


1.       Assignment.
Subject to and in accordance with the terms and conditions of this Assignment, Assignor hereby assigns all right, title, and interest
in the Lease to Assignee, together with all of the rights, privileges and appurtenances with respect to the leasehold estate created
thereby, and all of Assignor’s right, title and interest in and to any leasehold improvements presently located in the Premises,
whether Removeable Installations or other Installations and all Tenant’s Property, upon all of the terms and conditions
herein set forth, to have and to hold the same unto Assignee, subject to all of the terms, covenants and conditions of the Lease,
and Assignee hereby agrees to and does accept such assignment.


 


2.       Assumption.
Subject to and in accordance with the terms and conditions of this Assignment, Assignee hereby assumes and agrees to keep, perform
and fulfill all of the terms, covenants, conditions and obligations required to be kept, performed and fulfilled by Assignor as
“Tenant” under the Lease, if and to the extent accruing from and after the Effective Date of this Assignment, including
the making of all payments if and to the extent accruing from and after the Effective Date of this Assignment due to or payable
to Landlord under the Lease when due and payable.


 




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3.
Representations and Warranties by Assignor. 



 


(a)       Assignor
represents and warrants to Assignee that the copy of the Lease attached hereto as Exhibit “A” is a true, correct and
complete copy of the Lease that includes all amendments, modifications or other agreements pertaining to Assignor’s lease
of the Nancy Ridge Premises including, without limitation, any mortgage or overlease subordination, non-disturbance and attornment
agreement. Assignor further warrants and represents to Assignee that, to Assignor’s knowledge, Assignor is not now, and
as of the Effective Date will not be, in default or breach of any of the provisions of the Lease, and that Assignor has no knowledge
of any claim by Landlord that Assignor is in default or breach of any of the provisions of the Lease. Assignor warrants and represents
to Assignee that the Lease has not previously been assigned and its leasehold is free of all liens and encumbrances including,
without limitation, any underlease or license.


 


(b)       Assignor
has furnished Assignee with (x) a true, correct and complete copy of any notice of Notice-Only Alteration that Assignor has heretofore
given to Landlord, (y) all Landlord consents to Alterations including any notice from Landlord to the effect that Tenant will
be required to remove the same upon the expiration or earlier termination of the Lease and (z) any notice designating Installations
as Removeable Installations.


 


(c)       The
mechanical, electrical, HVAC, plumbing and lighting systems of the Premises, including without limitation any Roof Equipment and/or
Emergency Generator, are in good working order as of the Effective Date.


 


(d)       As
of the Effective Date, Assignor is delivering possession of the Nancy Ridge Premises to Assignee, subject to the NR Sublease,
in conformity with all the requirements of the Lease pertaining to surrender of the same to Landlord upon expiration of the term
thereof, but for the requirement of providing a Surrender Plan prior to the Effective Date, which obligation shall instead be
incorporated into the NR Sublease.


 


4.
Cross-Indemnification



 


(a)       Assignee
shall indemnify and hold Assignor harmless from and against any and all demands, claims (including, without limitation, claims
involving strict or absolute liability), actions, losses, damages, liabilities, litigation and costs and expenses thereof including,
without limitation reasonable attorneys’ fees and disbursements of any kind and nature whatsoever (collectively, “Assignor
Claims”), which may be imposed on, asserted against or otherwise incurred by Assignor by or on behalf of any person or entity
whatsoever due to or arising from the failure or alleged failure of Assignee, to undertake, perform, pay, discharge or observe
any of the covenants, terms and conditions of the Lease accruing from and after the Effective Date.


 


If
any action or proceeding is brought against Assignor by reason of any Assignor Claim, Assignee, upon notice from Assignor, shall
defend such action or proceeding, and Assignee shall pay all expenses in respect of defending against such action or proceeding.


 


(b)       Assignor
shall indemnify and hold Assignee harmless from and against any and all demands, claims (including, without limitation, claims
involving strict or absolute liability), actions, losses, damages, liabilities, litigation and costs and expenses thereto including,
without limitation, reasonable attorneys’ fees and disbursements of any kind and nature whatsoever (collectively, “Assignee
Claims”), which may be imposed on, asserted against or otherwise incurred by Assignee by or on behalf of any person or entity
whatsoever due to or arising from the failure or alleged failure of Assignor to undertake, perform, pay, discharge or observe
any of the covenants, terms and conditions of the Lease arising or accruing prior to the Effective Date.


 




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If
any action or proceeding is brought against Assignee by reason of any Assignee Claim, Assignor, upon notice from Assignee, shall
defend such action or proceeding, and Assignor shall pay all expenses in respect of defending against such action or proceeding.


 


5.       Security
Deposit. Assignor currently has a security deposit of $89,909.20 in the form of a Letter of Credit to the benefit of Landlord
as security for performance by Assignor of its obligations under the Lease (“Security Deposit”). Assignor shall work
with Landlord, upon terms to be mutually agreed upon by Assignor and Landlord, to release the Letter of Credit upon the Effective
Date of this Assignment, whereupon Assignee shall issue a Letter of Credit for $89,909.20 to the benefit of Landlord to replace
Assignor’s Letter of Credit in order to fulfill the requirements of a Security Deposit under the Lease.


 


6.       Landlord
Consent. Following the execution and delivery of this Assignment, Assignor and Assignee intend to seek an NR Lease Assignment
Landlord Consent which Assignee requires which shall include, without limitation, the following:


 


(a)       Consent
by Landlord to this Assignment upon terms not inconsistent with the terms and conditions contemplated thereby and delivery by
Landlord of a consent to the Assignment by any mortgagee or underlying lessor, or a Subordination, Non-Disturbance and Attornment
Agreement, in either case on terms and conditions satisfactory to Assignee, from such mortgagee or underlying lessor.


 


(b)       Agreement
by Landlord that Assignee shall have the right to extend the term of the Lease pursuant to the existing market rate Extension
Right therein which, pursuant to Section 40(c), may only be exercised by Assignor unless Landlord otherwise agrees.


 


(c)       The
Alterations that Assignee desires to make in the Premises to accommodate Assignee’s use and operations are approved by Landlord.


 


(d)       Consent
by Landlord to the NR Sublease.


 


Assignee
shall have the right, at any time following the mutual execution and delivery of this Assignment, to terminate the same if Assignee
is unsatisfied, in its sole discretion, with the terms and conditions of the NR Lease Assignment Landlord Consent and/or NR Sublease
Landlord Consent that Landlord is willing to deliver.


 


7.
Transaction Closing.



 


(a)       Contemporaneously
herewith, Assignor and Assignee are executing and delivering into escrow with Craig Knox of Hughes Marino (the “Escrow Agent”)
this Assignment, the NR Sublease and the GA Sublease, following which Assignor and Assignee shall seek the Transaction Consents
by Landlords and other closing documents to which reference is made in this Assignment which shall, as and when executed and delivered
by the pertinent parties, shall likewise be delivered into escrow with the Escrow Agent. Upon delivery of all fully executed transaction
documents into escrow, and direction given to Escrow Agent, by counsel to each of Assignor and Assignee, to release the same by
each of the respective parties thereto, the closing of this transaction shall have been consummated, the Effective Date under
this Assignment shall be deemed to have occurred and all of the other transaction documents shall be released from escrow and
be deemed effective.


 


(b)       If
at any time following the delivery of one or more of the transaction documents into escrow with Escrow Agent, one or more of the
parties thereto are unwilling to proceed to closing as described above, then any party may terminate the escrow by notice to Escrow
Agent in which event the Escrow Agent shall destroy all transaction documents then being held and no party shall have any further
obligation hereunder in connection with this matter.


 




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8.       Notices.
All notices required by this Agreement shall be in writing, shall be effective upon receipt or upon refusal of delivery, and shall
be delivered by (i) hand, (ii) certified mail, return receipt requested or (iii) overnight courier service, addressed to the other
party as follows, or at such address as to which such party from time to time may give proper notice to the other party. Notices
shall be deemed to have been received: if hand delivered, when so delivered or when such delivery is refused; five days after
deposit as certified mail; on the date scheduled for delivery if sent by courier.


 


	If
    to Assignor:	Oncosec
    Medical Incorporated
	 	24
    N. Main Street
	 	Pennington,
    New Jersey 08534 
	 	Attention:
    Daniel J. O’Connor
	 	 
	If
    to Assignee:	Vividion
    Therapeutics, Inc.
	 	5820
    Nancy Ridge Drive
	 	San
    Diego, CA 92121
	 	Attention:
    Diego Miralles
	 	 
	If
    to Escrow Agent:	Craig
    Knox
	 	Hughes
    Marino
	 	1450
    Front Street
	 	San
    Diego, CA 92101


 


9.       Miscellaneous.
This Assignment shall be binding on and inure to the benefit of the parties, their heirs, executors, administrators, successors
in interest and assigns. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same instrument. This Assignment shall be governed and construed
in accordance with California law.


 


[Signature
pages to follow.]


 




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IN
WITNESS WHEREOF, the parties have entered into this Assignment as of the date first written above.


  


	 	ASSIGNOR
    :
	 	 	 
	 	ONCOSEC
    MEDICAL INCORPORATED,
	 	a
    Nevada corporation
	 	 	 
	 	By:
    	/s/ Daniel
    J. O’Connor
	 	Name:	Daniel
    J. O’Connor
	 	Title:
    	Chief
    Executive Officer








 


	 	ASSIGNEE :
	 	 	 
	 	VIVIDION
    THERAPEUTICS, INC.,
	 	a
    Delaware corporation
	 	 	 
	 	By: 	/s/
    Trisha Millican
	 	Name:	Trisha
    Millican
	 	Title: 	Chief
    Financial Officer







 


	 	ESCROW
    AGENT, only for the purposes of holding documents 
 delivered
    in escrow pursuant to paragraph 7 hereof :
	 	 	 
	 	HUGHES
    MARINO
	 	 	 
	 	By:	/s/ Craig
    Knox
	 	 	Craig
    Knox







 




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EXHIBIT
“A”


 


LEASE


 


[Attached]


 




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