FOUNDERS AGREEMENTFounders Agreement • December 8th, 2014 • Flex Pharma, Inc. • Pharmaceutical preparations • Massachusetts
On behalf of a new Delaware corporation to be formed, which we intend to call “Flex Pharma, Inc.” (the “Company”), I am pleased to offer to each of you (collectively, the “Scientific Founders”) shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The terms on which you would be issued the Common Stock, our agreements regarding such Common Stock, the transfer of intellectual property to the Company and your respective roles with the Company are set forth below.
PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • December 8th, 2014 • Flex Pharma, Inc. • Pharmaceutical preparations
This PATENT ASSIGNMENT AGREEMENT is dated as of March 20, 2014 (this “Assignment”), by RODERICK MACKINNON, DONALD MACKINNON, and BRUCE BEAN, individuals residing at 504 East 63rd Street, Apt 33M, New York, NY 10065, 305 East 85th St. Apt 17A, New York, NY 10028, and 20 Locke Road, Waban, MA 02468 respectively (collectively “Assignors”), and FLEX PHARMA, INC., with offices at Prudential Tower, 800 Boylston Street, c/o Longwood Fund, Boston, MA 02199 (“Assignee”).
LICENSE AGREEMENTLicense Agreement • December 8th, 2014 • Flex Pharma, Inc. • Pharmaceutical preparations
This License Agreement (“Agreement”) dated this 1st day of May 2014, by and between Flex Pharma, Inc., a Massachusetts Corporation, with an office at 800 Boylston Street, 24th Floor, Boston, Massachusetts 02199 (hereinafter “FLEX”) and ECLDS, LLC, a limited liability company with an office located at Two International Place, Floor 23, Boston, Massachusetts 02110 (hereinafter “ECLDS”):
TECHNOLOGY ASSIGNMENT AGREEMENTTechnology Assignment Agreement • December 8th, 2014 • Flex Pharma, Inc. • Pharmaceutical preparations • Massachusetts
THIS TECHNOLOGY ASSIGNMENT AGREEMENT (the “Agreement”) is made and entered into this 20th day of March, 2014 by and between Catalyst Research, LLC, Bruce Bean, Donald MacKinnon and Roderick MacKinnon (each, an assignor, and collectively, the “Assignors”) and FLEX PHARMA, INC., a Delaware corporation (the “Company”). The parties hereto agree as follows:
SUBLEASESublease • December 8th, 2014 • Flex Pharma, Inc. • Pharmaceutical preparations • Massachusetts
This SUBLEASE (the “Sublease”) is dated as of April 28, 2014 between Fireman Capital Partners, LLC, a Delaware limited liability company, whose mailing address is Watermill Center, 800 South Street, Suite 600, Waltham, Massachusetts 02453 and Flex Pharma, Inc., a Delaware corporation, whose mailing address is c/o Rothstein Kass, Two International Place, Boston, Massachusetts 02110.
