MANAGEMENT AGREEMENTManagement Agreement • August 10th, 2012 • Capstone Therapeutics Corp. • Pharmaceutical preparations • Massachusetts
THIS MANAGEMENT AGREEMENT ("Agreement"), effective as of August 3, 2012 (the "Effective Date"), is made by and among LipimetiX Development, LLC, a Delaware limited liability company (the "Company"), Benu BioPharma, Inc., a Massachusetts corporation (the "Management Company"), and Dennis I. Goldberg, Ph.D., Phillip M. Friden, Ph.D, and Eric M. Morrel, Ph.D., all affiliates of the Management Company (collectively, the "Principals").
ESCROW AGREEMENTEscrow Agreement • August 10th, 2012 • Capstone Therapeutics Corp. • Pharmaceutical preparations • Arizona
This Escrow Agreement (“Agreement”) is made as of August 3, 2012 by and among Capstone Therapeutics Corp., a Delaware corporation (“Capstone”), LipimetiX Development, LLC, a Delaware limited liability company (the “Company”), each individually a “Party,” and collectively the “Parties,” and Wells Fargo Bank, National Association, a national banking association, as Escrow Agent (the “Escrow Agent”).
FIRST AMENDMENT AND CONSENT TO ASSIGNMENT OF EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 10th, 2012 • Capstone Therapeutics Corp. • Pharmaceutical preparations
This First Amendment and Consent to Assignment of Exclusive License Agreement between The UAB Research Foundation and LipimetiX, LLC ("Amendment") is made and entered as of August 3, 2012 by and between The UAB Research Foundation ("UABRF"), LipimetiX, LLC ("LipimetiX") and LipimetiX Development, LLC ("Company").
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LIPIMETIX DEVELOPMENT, LLCLimited Liability Company Agreement • August 10th, 2012 • Capstone Therapeutics Corp. • Pharmaceutical preparations • Delaware
ACCOUNTING SERVICES AGREEMENTAccounting Services Agreement • August 10th, 2012 • Capstone Therapeutics Corp. • Pharmaceutical preparations • Delaware
THIS ACCOUNTING SERVICES AGREEMENT ("Agreement"), effective as of August 3, 2012 (the "Effective Date"), is made by and among LipimetiX Development, LLC, a Delaware limited liability company (the "Company") and Capstone Therapeutics Corp., a Delaware corporation ("Capstone").
CONTRIBUTION AGREEMENTContribution Agreement • August 10th, 2012 • Capstone Therapeutics Corp. • Pharmaceutical preparations • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of August 3, 2012 (the “Effective Date”), by and among LipimetiX, LLC, a Delaware limited liability company (“LipimetiX”), Capstone Therapeutics Corp., a Delaware corporation (“Capstone”), LipimetiX Development, LLC, a Delaware limited liability company (the “Company”), and The UAB Research Foundation (“UABRF”), Dennis I. Goldberg, Ph.D. (“Goldberg”), Philip M. Friden, Ph.D., Eric Morrell, Ph.D., G. M. Anantharamaiah, Ph.D. and Palgunachari Mayakonda, Ph.D., Frederick Meyer, Ph.D., Michael Webb, and Jeffrey Elton, Ph.D. (UABRF, and Doctors Goldberg, Friden, Morrell, Anantharamaiah, Mayakonda, Meyer and Elton, and Mr. Webb are referred to herein as the “LX Members”). LipimetiX and Capstone are sometimes referred to herein individually as a “Contributor” and collectively as the “Contributors.” Certain capitalized terms are defined in Article 6 below.
