OHR Pharmaceutical Inc. 8-k


Exhibit 10.44


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This ASSIGNMENT AND
ASSUMPTION AGREEMENT (the “Agreement”) is made as of May 30, 2014, by and between Ohr Pharmaceutical, Inc.,
a Delaware corporation (“Assignor”), and Ohr Holdco, Inc., a Delaware corporation and newly-formed parent company
of Assignor (“Assignee”).


 


RECITALS


 


Pursuant to the Agreement
and Plan of Merger dated as the date hereof, among Assignor, Assignee, and Ohr Merger Sub, Inc., a direct wholly-owned subsidiary
of Assignee (the “Merger Agreement”), Assignor has created a new holding company structure by merging Ohr Merger
Sub, Inc. with and into Assignor with Assignor being the surviving corporation and converting the capital stock of Assignor into
the capital stock of Assignee (the “Merger”). In connection with the Merger, Assignor has agreed to assign to
Assignee, and Assignee has agreed to assume from Assignor, all of Assignor’s employee benefit plans, equity incentive plans
and related agreements.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the covenants and agreements set forth herein, the receipt and sufficiency of which is acknowledged by the parties
hereto, the parties intending to be legally bound, agree as follows:


 


	1.	Assignment. Effective immediately following the consummation of the Merger (the “Effective
Time”), Assignor hereby assigns to Assignee all of its rights and obligations under all of its outstanding warrants and
options, employee benefit plans, agreements and arrangement, equity incentive plans and subplans, and related agreements, including
but not limited to those listed on Exhibit A hereto, together with any and all amendments thereto (collectively, the “Assumed
Plans and Agreements”).
	 	 



	2.	Assumption. Assignee hereby, effective immediately following the Effective Time, assumes
all of the rights and obligations of Assignor under the Assumed Plans and Agreements, and agrees to abide by and perform all terms,
covenants and conditions of Assignor under such Assumed Plans and Agreements. In consideration of the assumption by Assignee of
all of the rights and obligations of Assignor under the Assumed Plans and Agreements, Assignor agrees to pay all expenses incurred
by Assignee in connection with the assumption of the Assumed Plans and Agreements pursuant to this Agreement. As of the Effective
Time, the Assumed Plans and Agreements shall each be automatically amended without any further action by either party as necessary
to provide that references to the Assignor in such agreements shall be read to refer to Assignee from and after the effective time
of the merger.
	 	 



		3.	Further Assurances. Subject to the terms of this Agreement, the parties hereto shall take
all reasonable and lawful action as may be necessary or appropriate to cause the intent of this Agreement to be
carried out, including, without limitation, entering into amendments to the Assumed Plans and Agreements and notifying other parties
thereto of such assignment and assumption.





    	 



    	 



    




	4.	Successors and Assigns. This Agreement shall be binding upon Assignor and Assignee, and
their respective successors and assigns. The terms and conditions of this Agreement shall survive the consummation of the transfers
provided for herein.
	 	 



	5.	Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to conflicts of law principles.
	 	 



	6.	Entire Agreement. This Agreement, including Exhibit A attached hereto, constitute
the entire agreement and supersede all other agreements and undertakings, both written and oral, among the parties, or any of them,
with respect to the subject matter hereof. This Agreement may not be modified or amended except by a writing executed by the parties
hereto.
	 	 



	7.	Severability. The provisions of this Agreement are severable, and in the event any provision
hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity
or enforceability of the remaining provisions hereof.
	 	 



	8.	Third Party Beneficiaries. The parties to the various equity incentive awards and other
agreements included in the Assumed Plans and Agreements are intended to be third party beneficiaries to this Agreement.
	 	 



		9.	Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original.



 


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This Assignment and
Assumption Agreement is signed as of the date first written above.


 





	 	 	Assignor
	 	 	 
	 	 	OHR PHARMACEUTICAL, INC.
	 	 	 
	 	 	By:	/s/ Irach Taraporewala
	 	 	Name:	Irach Taraporewala
	 	 	Title:	Chief Executive
Officer







 





	 	 	Assignee
	 	 	 
	 	 	OHR HOLDCO, INC.
	 	 	 
	 	 	By:	/s/ Irach Taraporewala
	 	 	Name:	Irach Taraporewala
	 	 	Title:	Chief Executive
Officer







 


 


 


 


 




    	 



    	 



    

Exhibit A


 


Assumed Plans and Agreements


 


Benefit Plans


 


None


 


Equity Incentive Plans


 


		·	Ohr Pharmaceutical, Inc. Amended and Restated 2014 Stock Incentive Plan



 




 






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