Item
1.01 Entry into a Material Definitive Agreement.
Effective
as of March 16, 2018, OncoSec Medical Incorporated (the “Company”) and Vividion Therapeutics, Inc. (“Vividion”)
entered into an Assignment of Lease (“Lease Assignment”), dated March 9, 2018, with respect to all 34,054 square feet
previously leased by the Company at 5820 Nancy Ridge Drive, San Diego, California, 92121 (the “NR Premises”) for use
as its corporate headquarters, pursuant to which the Company assigned its Lease Agreement with ARE-SD Region No. 18, LLC (the
“NR Landlord”) to Vividion. Under the Lease Assignment, Vividion shall pay directly to NR Landlord base rent of $101,500
per month (based upon $2.98 per rentable square foot of the NR Premises) plus operating expenses and property management fees
attributable to the NR Premises currently estimated at $43,500 per month (including an estimate for utilities) during
the term of the Lease Assignment. In accordance with the terms and conditions of the Lease Assignment, the Company assigned all
right, title, and interest in the NR Premises to Vividion, together with all of the rights, privileges and appurtenances with
respect to the leasehold estate, and all of the Company’s right, title and interest in and to any leasehold improvements
presently located in the NR Premises. Vividion is subject to all of the terms, covenants and conditions of the Lease, and Vividion
is obligated to make all payments under the Lease Assignment. The Lease Assignment was subject to a NR Landlord consent, which
was obtained on March 16, 2018.
Also,
effective as of March 16, 2018, the Company and Vividion entered into a Sublease (the “GA Sublease”), dated March
9, 2018, with respect to all 12,442 square feet leased by Vividion from ARE-3535/3565 General Atomics Court, LLC (the “GA
Landlord”) located at 3565 General Atomics Court, San Diego, California, 92121 (the “GA Premises”), pursuant
to which Vividion shall sublease the GA Premises to the Company beginning on the Commencement Date (as defined below). The Company
has essentially exchanged the NR Premises for the GA Premises without loss of laboratory or office function but with significant
reduction in rental expense. In addition, the Company has entered into a thirty-day temporary use sublease of the NR Premises
with Vividion (the “NR Sublease”), during which term Vividion shall remain located at the GA Premises and make certain
tenant improvements to the NR Premises, and the Company shall remain at the NR Premises. The Lease Assignment, the GA Sublease
and the NR Sublease are each component transactions such that the expiration date of the short-term NR Sublease and the contemporaneous
commencement date of the GA Sublease (the “Commencement Date”) shall be the date of a “space swap” between
the Company and Vividion, estimated to be April 15, 2018.
Under
the GA Sublease, the Company shall pay to Vividion base rent of $49,768 per month (based upon $4.00 per rentable square
foot of the GA Premises) plus operating expenses and property management fees attributable to the GA Premises currently estimated
at $30,400 per month during the term of the GA Sublease. The Company shall prepay the first month of base rent, operating expenses
and property management fees and shall provide an additional security deposit equal to one month’s base rent to Vividion
on the Commencement Date. The Company will receive a 50% abatement of base rent, operating expenses and property management fees
during the second through the fifth full month of the term of the GA Sublease. The GA Sublease shall expire on September 29, 2020,
which is the day prior to the expiration date of Vividion’s master lease with the GA Landlord.
The
foregoing summary description of the Lease Assignment does not purport to be complete and is qualified in its entirety
by reference to such Exhibit.