COMMON STOCK PURCHASE WARRANT BOSTON THERAPEUTICS, INC.Boston Therapeutics, Inc. • November 14th, 2013 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Boston Therapeutics, Inc., a Delaware corporation (the “Company”), up to __________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BOSTON THERAPEUTICS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2013 • Boston Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of August 30, 2013, is made by and between Boston Therapeutics, Inc., a Delaware corporation (the “Company”) and the undersigned investor (the “Investor”).
UNIT PURCHASE AGREEMENT BY AND AMONG BOSTON THERAPEUTICS, INC. AND THE PURCHASERS PARTY HERETO August 6, 2013Unit Purchase Agreement • November 14th, 2013 • Boston Therapeutics, Inc. • Pharmaceutical preparations • New York
Schedule 3.6 Absence of Liabilities Schedule 3.7.1 Material Contracts Schedule 3.7.4 Required Consents Schedule 3.9 Absence of Changes Schedule 3.10 Title to Properties and Assets; Liens Schedule 3.11.1 Owned Intellectual Property and Licensed Intellectual Property Schedule 3.14 Tax Returns and Payments Schedule 3.15.1 Employees Schedule 3.18 Leased Real Property Schedule 3.19.1 Material Collaborators Schedule 3.19.2 Material Suppliers Schedule 3.21.2 Clinical Studies, Tests and Trials Schedule 3.26 Insurance Exhibit A Schedule of Purchasers Exhibit B Form Warrant Exhibit C Funding Instructions Exhibit D Pre-Closing Capitalization of the Company Exhibit E Form of Legal Opinion Exhibit F Form of Registration Rights Agreement
BOSTON THERAPEUTICS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • November 14th, 2013 • Boston Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
SUBSCRIPTION AGREEMENT by and between the investor named above (the “Investor”) and Boston Therapeutics, Inc., (the “Company”) a Delaware corporation with offices at 33 South Commercial St., Manchester, NH 03101. This Subscription Agreement shall be deemed to include the attached Terms and Conditions which hereby are incorporated by reference.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 14th, 2013 • Boston Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of November 10, 2010, by and among Avanyx Therapeutics, Inc., a Delaware corporation (“Purchaser” or “Surviving Corporation”), Boston Therapeutics, a New Hampshire corporation (the “Company”), and Ken Tassey (the “Management Shareholder”).
TECHNOLOGY ASSIGNMENT AGREEMENTTechnology Assignment Agreement • November 14th, 2013 • Boston Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS TECHNOLOGY ASSIGNMENT AGREEMENT (this “Agreement”) is entered as of August 24, 2009, by and between Avanyx Therapeutics, Inc., a Delaware corporation (the “Company”), and David Platt, an individual (“Founder”).
LICENSE AND MANUFACTURING AGREEMENT BETWEEN BOSTON THERAPEUTICS, INC. AND ADVANCE PHARMACEUTICAL COMPANY LIMITEDLicense and Manufacturing Agreement • November 14th, 2013 • Boston Therapeutics, Inc. • Pharmaceutical preparations • California
BACKGROUND 1. DEFINITION 4 2. LICENSE GRANT 7 3. ROYALTY AND PAYMENT 8 4. JOINT EXPENSES FOR MAA AND REFERENCE MATERIAL 10 5. REGULATORY APPROVALS AND CO-OPERATION 11 6. REPRESENTATIONS, WARRANTIES AND COVENANTS 12 7. INDEMNITIES 14 8. FORECAST OF PRODUCT SUPPLY AND SALES 14 9. BRANDING 15 10. PROSECUTION AND MAINTENANCE 16 11. NEW INTELLECTUAL PROPERTY 17 12. ENFORCEMENT 17 13. MANUFACTURING FACILITY 17 14. EVENT OF DEFAULT 18 15. CONFIDENTIALITY 18 16. TERM 20 17. TERMINATION 20 18. DISPUTE RESOLUTION 20 19. GOVERNING LAW 21 20. MISCELLANEOUS 21 EXHIBITS Exhibit 1 Option Agreement 25 Exhibit 2 Trademark Certificate of SUGARDOWN 26 Exhibit 3 List of Prices 27 Exhibit 4 Banking Information 29 Exhibit 5 Reimbursement costs 30 Exhibit 6 List of Patents 31 Exhibit 7 List of Products 32 Exhibit 8 Certificated of analysis of SugarDown Chewable Tablet 33 Exhibit 9 Declarations of Good Manufacturing Practice 34
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2013 • Boston Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
EMPLOYMENT AGREEMENT dated as of August 11, 2011 (the “Effective Date”), by and between BOSTON THERAPEUTICS, INC., a Delaware corporation (the “Company”) and Ken Tassey (the “Executive”).
