AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 29th, 2014 • Flex Pharma, Inc. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 23rd day of July, 2014, by and among FLEX PHARMA, INC., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof, and the stockholders listed on Schedule B hereto, each of whom is referred to as a “Key Holder”.
FOUNDERS AGREEMENTFounders Agreement • December 29th, 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 29th, 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”).
ROYALTY AGREEMENTRoyalty Agreement • December 29th, 2014 • Flex Pharma, Inc. • Pharmaceutical preparations • Massachusetts
THIS ROYALTY AGREEMENT (the “Agreement”) is entered into as of March 20, 2014 (the “Effective Date”), by and between FLEX PHARMA, INC., a Delaware corporation, having offices at Prudential Tower, 800 Boylston Street, c/o Longwood Fund, Boston, MA 02199 (the “Company”), Bruce Bean, an individual with an address of 20 Locke Road, Waban, MA 02468 (“Bean”), Donald MacKinnon, an individual with an address of 305 East 85th St. Apt 17A, New York, NY 10028 (“D. MacKinnon”), Roderick MacKinnon, an individual with an address of 504 East 63rd Street, Apt 33M, New York, NY 10065 (“R. MacKinnon,” and together with Bean and D. MacKinnon, the “Scientific Founders”) and Christoph Westphal, an individual with an address of 17 Hawes Street, Brookline, MA 02446 (“Westphal,” and together with the Scientific Founders, the “Founders”). Each of Company, Bean, D. MacKinnon, R. MacKinnon and Westphal may be referred to in this Agreement as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • December 29th, 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 29th, 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 29th, 2014 • Flex Pharma, Inc. • Pharmaceutical preparations • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building known as the Prudential Tower, Boston, Massachusetts 02199.
