Item 1.01. Entry into a Material Definiti

In furtherance of the strategy of Redpoint Bio Corporation (the “Company”) to preserve the value of the License and Commercialization Agreement entered into with International Flavors and Fragrances, Inc., the Company continues its efforts to reduce its liabilities and sell any of its other assets. On May 23, 2013, the Company entered into a Transfer Agreement and Bill of Sale (the “Transfer Agreement”) with Janssen Pharmaceuticals, Inc., a Pennsylvania corporation (“Janssen”). Pursuant to the terms and conditions of the Transfer Agreement, the Company agreed to transfer to Janssen its right, title and interest in all of its assets associated with its research programs concerning transient receptor potential channel type M5 (Trp-M5) (collectively, the “Acquired Assets”) in consideration of up to Three Hundred Thousand Dollars ($300,000) (the “Total Consideration”). Janssen has paid Seventy-Five Thousand Dollars ($75,000) of the Total Consideration to the Company and the remainder shall be paid upon the achievement of certain milestones.

As of May 29, 2013, the Company had approximately $80,000 of cash and an aggregate of $650,000 in liabilities.

10.1          Transfer Agreement and Bill of Sale, by and between the Company and Janssen Pharmaceuticals, Inc., dated May 23, 2013.