0001193125-17-231365 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 19th, 2017 • Opexa Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of April 21, 2016 between Acer Therapeutics Inc., a Delaware corporation (the “Company”), and Luc Marengere (“Indemnitee”).

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SEVERANCE AGREEMENT
Severance Agreement • July 19th, 2017 • Opexa Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

THIS SEVERANCE AGREEMENT (the “Agreement”), is effective as of April 8, 2016 (the “Effective Date”) by and between Acer Therapeutics Inc., a Delaware corporation (the “Company”), and Benjamin Dewees (the “Employee”).

THIRD AMENDMENT TO LICENSE AGREEMENT
License Agreement • July 19th, 2017 • Opexa Therapeutics, Inc. • Pharmaceutical preparations

This THIRD Amendment (hereinafter called “the Third Amendment”) to the License Agreement, as defined below, to be effective as of the 8th day of September, 2016 (hereinafter called “Agreement Date”), is by and between Baylor College of Medicine (hereinafter called “BCM”), a Texas nonprofit corporation having its principal place of business at One Baylor Plaza, Houston, Texas 77030, and Acer Therapeutics Inc., a corporation organized under the laws of Delaware and having a principal place of business at 222 Third St., Suite 2240, Cambridge, MA 02142, and its Affiliates (hereinafter, collectively referred to as “LICENSEE”).

FIRST AMENDMENT TO LICENSE AGREEMENT
License Agreement • July 19th, 2017 • Opexa Therapeutics, Inc. • Pharmaceutical preparations

This First Amendment (hereinafter called “the First Amendment”) to the License Agreement, as defined below, to be effective as of the 28 day of April, 2014 (hereinafter called “Agreement Date”), is by and between Baylor College of Medicine (hereinafter called “ BCM”), a Texas nonprofit corporation having its principal place of bus iness at One Baylor Plaza , Houston, Texas 77030, and Acer Therapeutics Inc., a corporation organized und er the laws of Delaware and having a principal place of business at 222 Third St., Suite 2240, Cambridge, MA 02142, and its Affiliates (hereinafter, collectively referred to as “LICENSEE”).

SECOND AMENDMENT TO LICENSE AGREEMENT
License Agreement • July 19th, 2017 • Opexa Therapeutics, Inc. • Pharmaceutical preparations

This Second Amendment (hereinafter called “the Second Amendment”) to the License Agreement, as defined below, to be effective as of the 17th day of March, 2015 (hereinafter called “Agreement Date”), is by and between Baylor College of Medicine (hereinafter called “BCM”), a Texas nonprofit corporation having its principal place of business at One Baylor Plaza, Houston, Texas 77030, and Acer Therapeutics Inc., a corporation organized under the laws of Delaware and having a principal place of business at 222 Third St., Suite 2240, Cambridge, MA 02142, and its Affiliates (hereinafter, collectively referred to as “LICENSEE”).

AMENDMENT TO BUSINESS ADVISORY AGREEMENT
Business Advisory Agreement • July 19th, 2017 • Opexa Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This Amendment to Business Advisory Agreement (this “Amendment”) is entered into as of August 24th, 2016, by and between Acer Therapeutics Inc., a Delaware corporation (the “Company”), and Extera Partners LLC, a Delaware limited liability company (“Extera”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Original Agreement (as defined below).

Acer Therapeutics Inc. Consulting Agreement
Consulting Agreement • July 19th, 2017 • Opexa Therapeutics, Inc. • Pharmaceutical preparations

THIS AGREEMENT effective as of the 5th day of February, 2016, by and between Acer Therapeutics Inc., a Delaware corporation having a place of business at 222 Third Street, Suite 2240, Cambridge, MA 02142, USA (the “Company”), and Harry Palmin having an address at (the “Consultant”).

June 16, 2017 Benjamin Dewees [address] Dear Ben:
Letter Agreement • July 19th, 2017 • Opexa Therapeutics, Inc. • Pharmaceutical preparations

This letter agreement (“Agreement”) will confirm the terms of your separation from employment with Acer Therapeutics Inc. (“Acer” or the “Company”).

Acer Therapeutics Inc. First Amendment to Consulting Agreement
Consulting Agreement • July 19th, 2017 • Opexa Therapeutics, Inc. • Pharmaceutical preparations

This FIRST AMENDMENT TO CONSULTING AGREEMENT is made effective as of May 5, 2016 (the “Effective Date”) by and between Acer Therapeutics Inc. (the “Company”) and Harry Palmin (the “Consultant”).

From: Chris Schelling Sent: Tuesday, November 8, 2016 12:01 PM To: Harry Palmin Subject: Re: Consulting Agreement - Palmin - A2
Opexa Therapeutics, Inc. • July 19th, 2017 • Pharmaceutical preparations

Yes, please use this email as confirmation that I agree to extend the Term until May 5th, 2017, unless this Agreement is terminated as provided in Section 8…

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • July 19th, 2017 • Opexa Therapeutics, Inc. • Pharmaceutical preparations • Texas

This Exclusive License Agreement (hereinafter called “Agreement”), to be effective as of the 4th day of April, 2014 (hereinafter called “Agreement Date”), is by and between Baylor College of Medicine (hereinafter called “BCM”), a Texas nonprofit corporation having its principal place of business at One Baylor Plaza, Houston, Texas 77030, and Acer Therapeutics Inc., a corporation organized under the laws of Delaware and having a principal place of business at 222 Third St., Suite 2240, Cambridge, MA 02142, and its Affiliates (hereinafter, collectively referred to as “LICENSEE”).

BUSINESS ADVISORY AGREEMENT Prepared For September 2015
Business Advisory Agreement • July 19th, 2017 • Opexa Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This Agreement is made and entered into as of the 1st day of September, 2015 (the “Effective Date”) by and between Acer Therapeutics Inc., a Delaware Corporation with a principal place of business at 222 Third St., Suite 2240, Cambridge MA 02142, (the “Company”); and EPLS LLC., a Delaware limited liability company with a principal place of business at 222 Third Street, Suite 2240, Cambridge MA 02142, (“EPLS”). Each of the Company and EPLS may be referred to herein as a “Party” or collectively, as the “Parties.”

AGREEMENT OF ACCESS AND USE
Agreement of Access and Use • July 19th, 2017 • Opexa Therapeutics, Inc. • Pharmaceutical preparations

L’Assistance Publique – Hôpitaux de Paris, Public Health Establishment, whose registered office is located at 3 Avenue Victoria, Paris 4th arrondissement, represented by its Managing Director, Mr Martin HIRSCH,

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 19th, 2017 • Opexa Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of June 30, 2017 by and among Acer Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser listed on Annex A hereto and a signatory hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

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