Exhibit
10.23(c)


 


ASSIGNMENT
AND ASSUMPTION OF LEASE


 


THIS
ASSIGNMENT AND ASSUMPTION OF LEASE (this “Agreement”) is made as
of November_, 2018, by and between IRX Therapeutics, Inc., a New York corporation (“Assignor”) and Brooklyn Immunotherapeutic
LLC, a Delaware limited liability company (“Assignee”),


 


RECITALS:


 


A.
Pursuant to that certain Lease Agreement, dated September 28, 2015, between BIOBAT, INC„ a Not-for-Profit 501(c)(3) corporation
organized under the laws of the State of New York (“Landlord”) and Assignor (“Lease”), Landlord
currently leases to Assignor, that certain “Premises” (as more particularly described in the Lease). All initial
capitalized terms used herein but not herein defined and defined in the Lease shall have the meaning ascribed to such terms under
the Lease,


 


B.
Assignor desires by this Agreement to assign all of its right, title and interest in and to the Lease to Assignee, and Assignee
desires to accept such assignment and to agree to perform all of the obligations of the tenant under the Lease from and after
the Effective Time (as hereinafter defined), ail upon the terms and conditions hereinafter set forth,


 


TERMS:


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows;


 


1.
Assignor assigns to Assignee all of its right, title and interest in and to the Lease as of the Effective Time, Assignee hereby
accepts the foregoing assignment and assumes and agrees to be bound by and perform all covenants, conditions, obligations and
duties of Assignor under the Lease as of the Effective Time. Assignee agrees that it has inspected the Premises and hereby agrees
to take the Premises in the condition existing upon the Effective Time.


 


2.
Assignor shall remain obligated to Landlord for the full performance of all covenants, conditions, obligations and duties required
of tenant under the Lease and shall not be relieved of any such performance thereunder as a result of this Assignment. However,
as of the Effective Time, Assignor shall have no continuing or future possessory rights in and to the Premises and thereafter
waives any right it may possess to receive notice from Landlord relative to this Agreement or the Lease.


 


3.
Assignor agrees that any security deposit currently being held by Landlord in the amount of shall be retained by Landlord to mist,
the security deposit requirements of “Tenant” under the Lease. Any amount of such security deposit remaining
at the expiration of the term of the Lease shall be paid to Assignee after full satisfaction of any amount owed to Landlord,


 


4.
Assignor represents and covenants as follows:


 


(a)
That the Lease is in full force and effect; that Assignor’s interest therein is free and clear of all encumbrances; and
that Assignor has fully-performed all covenants and obligations under the Lease and has not done or permitted any acts in violation
of the covenants contained in the Lease,


 


(b)
That Assignor has not heretofore assigned, mortgaged or otherwise transferred, amended or encumbered, voluntarily or involuntarily,
the Lease or its interest therein or subleased or allowed use or occupancy of the Premises by any other person or entity under
a sublease or occupancy agreement remaining in effect.


 




    	 	 	 



     


    

 


(c)
That Landlord has fully performed all the covenants and obligations on its part to be performed and observed under the Lease;
that Landlord has not done or permitted any act or acts in violation of any of the covenants, provisions or terms thereof°,
and that there is not now in existence any reason or claim to offset, deduct or decrease any payments due under the Lease,


 


5.
Within thirty (30) days following the Effective Time, Assignor shall pay the Landlord’s attorneys’ fees and costs
incurred in connection with the assignment contemplated hereby, Landlord consents to the assignment of the Lease to Assignee only
at such time as this Agreement has been executed by all of the parties hereto. Nothing in this Agreement shall be deemed to waive
or modify any of the provisions of the Lease, Consent to this Agreement shall not be deemed a consent by Landlord to any further
assignment, whether or not Assignee purports to permit the same.


 


6.
Subject to the provisions of Paragraph 5, the provisions of this Agreement shall bind and inure to the benefit of the heirs, representatives,
successors and assigns of the parties hereto.


 


7.
Assignee’s address for notices under the Lease shall be the Premises, unless changed in accordance with the Lease.


 


8.
Each individual executing this Agreement on behalf of a partnership, corporation, limited liability company or other entity represents
that he or she is duly authorized to execute and deliver this Agreement on behalf of the entity which is a party to this Agreement
and agrees to deliver evidence of his or her authority to the other party(ies) upon request.


 


9.
This Agreement may be executed by the parties hereto in separate counterparts, including by facsimile or PDF file, each of which
when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of, the parties
hereto.


 


10.
This Agreement is being entered into in conjunction with the purchase of the Assignor’s business by the Assignee pursuant
to a certain Asset Purchase Agreement, by and among Assignor and Assignee (the “Transaction”). The parties
to this Agreement agree that this Agreement shall become effective, and shall only become effective, at such time as the closing
date of the Transaction (the “Effective Time”). If the Transaction does not close, this Agreement shall automatically
become null and void,


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 


	ASSIGNOR:

                                                                                 

                                                                                IRX
                                         THERAPEUTICS, INC.

                                                                                a
                                         New York corporation 
	 	ASSIGNEE:

                                                                                 

                                                                                BROOKLYN
                                         IMMUNOTHERAPEUTICS, LLC

                                                                                a
                                         New York corporation 

	 	 	 	 	 
	By:	/s/
    Mark W. Leuchtenberger	 	By:	/s/
    Mark W. Leuchtenberger
	 	Mark
    W. Leuchtgenberger, CEO	 	 	Mark
    W. Leuchtgenberger, CEO
	 	1-14-2019	 	 	1-14-2019


 




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Landlord
represents that the Lease is in full force and effect and that, to its knowledge, Assignor is not in default of any of its obligations
thereunder. Landlord consents to the subject Assignment and Assumption of Lease. Landlord makes no representation regarding Assignor’s
compliance with Article XI of the Prime Lease in connection with the subject assignment and assumption.


 


	LANDLORD:	 
	 	 	 
	BIOBAT,
    INC.	 
	a
    New York Not-for-Profit corporation	 
	 	 	 
	By:	/s/
    Eva Cramer	 
	 	Eva
    Cramer, President	 
	 	(Print
    Name and Title)	 
	 	November
    02, 2018	 


 




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