Exhibit 10.14


 





Confidential Treatment has been requested as to certain
portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed
separately with the Securities and Exchange Commission. 





 


SUBSCRIPTION 






April 29, 2009





	 	  
	To: 	The Board of Directors 

of JB Therapeutics, Inc.  







 


Ladies and Gentlemen:


 


The undersigned hereby subscribes to 2,375,000
shares (the “Shares”) of Common Stock, $0.001 par value, of JB Therapeutics, Inc. (the “Company”) in consideration
for the property listed on Schedule A attached hereto (the “Property”).


 


The undersigned and the Company agree that
for the purposes hereof, the value of the Property is $200,000. The contribution of the Property in exchange for the Shares is
intended to qualify as a tax free transaction under Section 351 of the Internal Revenue Code of 1986, as amended.


 


The undersigned acknowledges that the Shares
will be issued to him subject to the following restrictions:


 


		1.	Restrictions on transfer that may be contained in the Company’s Bylaws; and



 


		2.	Securities law restrictions.



 


With respect to securities law restrictions,
the undersigned has been advised that the Shares have not been registered under the Securities Act of 1933 or any state securities
laws.


 


The undersigned is acquiring the Shares
for investment and not with a view to the sale or distribution thereof. The undersigned understands that the Shares are being issued
to him on the grounds that the transaction is exempt under one or more provisions of the Securities Act of 1933 and the applicable
state securities laws and the undersigned further understands that they must be held by him indefinitely unless registered under
such acts or unless an exemption from registration is available for any transfer by him.


 


The undersigned further acknowledges that
he has had the opportunity to review the Corporation’s Certificate of Incorporation and Bylaws and understands that they
contain certain provisions which are not required to be included by law.


 





	 	Very truly yours,	 
	 	 	 
	 	/s/ Sumner Burstein	 
	 	Sumner Burstein	 







 


 







    	 



    	 



    

Schedule A


 


Products


 


1.Patents:


 


	 	 	TITLE	INVENTOR(S)	ASSIGNEE
	1	[*]	[*]	[*]	[*]
	 	 	 	 	 
	2	[*]	 	 	 
	3	[*]	[*]	[*]	[*]
	4	[*]	[*]	[*]	[*]
	5	[*]	[*]	[*]	[*]
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	6	[*]	[*]	[*]	[*]
	 	 	 	 	 
	 	 	
         

         
	 	 
	7	[*]	[*]	[*]	[*]
	 	 	 	 	 
	 	[*]	[*]	 	[*]
	9	[*]	[*]	 	[*]
	 	 	 	 	 
	 	 	 	 	 


 


 


Together with: (i) any present
or future reissues, divisions, continuations, renewals, extensions, continuations-in-part of any patent or any applications therefor;
(ii) foreign counterparts of any of the above; (iii) any patents or patent applications claiming priority from any of the above;
(iv) any priority rights with regard to any of the above under any law or treaty; (v) any accrued and future income and payments
from any of the above; (vi) any rights to sue and recover for past, present, and future infringements under any of the above; and
(vii) any rights, causes of action or pending law suits arising from agreements the subject matter of which includes any Patent
including but not limited to any rights or causes of action under a certain license agreement with Indevus Pharmaceuticals, Inc.
dated August 22, 2003.


 


2.                 
Technology: Any inventions, trade secrets, ideas, processes, formulas, recipes, drug materials, source and object
code, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, methods and techniques
whether patentable or not relating to the subject matter of the Patents.


 


 






    	 



    	 



    

 


3.                 
Technology Rights: With respect to the Technology, all of the following: (i) all rights associated with works of
authorship, including but not limited to copyrights or moral rights, (b) trademark and trade name rights and similar rights, (c)
trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial
property rights (of every kind and nature and however designated), whether arising by operation of law, contract, license, or otherwise,
(f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter
in force (including any rights in any of the foregoing), (g) any priority rights with regard to any of the above under any law
or treaty; (h) any accrued and future income and payments from any of the above; (i) any rights to sue and recover for past, present,
and future infringements under any of the above; and (j) any rights, causes of action or pending law suits arising from any agreements
the subject matter of which is any of the above.


 


Company acknowledges and agrees
that Burstein is employed by the UMASS Medical School ("UMASS") and that Burstein has the obligation to
assign his rights to certain technology and intellectual property developed at UMASS to UMASS. Company also acknowledges and agrees
that nothing contained in this subscription agreement is intended to transfer any technology or intellectual property rights that
Burstein has already assigned (or been deemed to assign per his contractual obligations) to UMASS or that are otherwise subject
to the above referenced assignment obligation.