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Corporations Keyed to O’Kelley
Fisk Ventures, LLC v. Segal
Citation:
2009 WL 73957Facts
Genitrix, LLC was formed by Dr. Andrew Segal in 1996 to commercialize his biotechnology concepts of directing the human immune system to attack cancer. The company has no office, no capital funds, no grant funds, and generates no revenue. In forming Genitrix, Segal obtained a patent rights license from the Whitehead Institute of Biomedical Research concerning the company’s core technology. In 1997, Genitrix entered into a Patent License Agreement with Whitehead and MIT, which provides for the exclusive license to Genitrix of certain patent rights. In September 1997, H. Fisk Johnson, head of Fisk Ventures, LLC, became an investor in Genitrix. As a Class B member of Genitrix, Fisk Ventures negotiated a “put right” with respect to the Class B membership interests. Fisk Ventures has been free to exercise the put right, permitting Fisk Ventures, at their sole discretion, to exit their investment in Genitrix – for fair market value. Soon after formation, a four-person board was organized to manage the affairs of Genitrix, with Segal and Johnson each appointing two representatives. Segal maintains that the LLC agreement contemplates that Genitrix’s board can operate by written consent without a meeting, provided that the requisite 75% of the representatives approve such action.
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