I going to become the most hated HC poster i reckon... :(But I...

I going to become the most hated HC poster i reckon... :(

But I can venture a reason or two for why it didn't run... for starters, not enough detail in the announcement. And the detail we do have isn't that great IMO. The following words from the announcement (and the questions of doubt they throw up in are in brackets).

"As is customary in transactions of this type...".
(I personally agree these terms are more customary, but they are way too favourable to Yale. And yet, VHL didn't employ some of these customary type of terms in their agreement with Transgene - something I alluded to in my prior posts).

"pay for the future costs of maintaining the intellectual property portfolio;"
(Unclear whether this simply means renewing patents and the like, or extends as far as policing the IP and indemnifying against third party claims)

"make minimum yearly payments to Yale and use reasonably commercial efforts to commercialise the technology;"
(So Yale gets 240mil shares up to phase1b/11 while VHL is paying an annual fee. At least VHL only have to use 'reasonably commercial efforts' to commercialise - doesn't have to be a bottomless pit of money before Yale pulls the license from VHL for breach of warranty - *please not sarcasm on this point*)

"make lump sum payments to Yale upon achieving certain defined milestones (first dosing of patient in a Phase II and III clinical trial, upon filing and approval of an NDA
for a product, approval of a product in the EU and approval of a product in Japan);"
(Basically, once the initial payment of 240mil shares is completed, VHL will continue to pay some unknown amounts to Yale as the trials progress).

"pay to Yale commercial arm’s length net sales revenue royalties in respect of any products that are commercialised."
(A figure would be good, but not critical - it's all the above that is holding this back).

"exclusive, worldwide license... to exploit"
(I hope this is just some linguistics persona doing their best to summarise the license and not an explanation of the actual license. Given the above obligations of VHL, the license should have used some of the following words like 'use, make, develop, adapt, modify, sell' IN ADDITION TO commercial exploitation - that's what's 'customary' in the world of IP. Also 'customary' - to make the license perpetual so long as you comply with your payment obligations, but also restricted by not allowing a right of sub-license.)

Such a shame - this has some real potential, but the IP lawyer(s) at VHL need a kick in the rear for not employing these "customary" contract terms in the contract with Transgene... and another kick for agreeing to these terms with Yale. The Yale IP lawyer on the other hand - he/she deserves a medal!

If VHL had these terms with Transgene - shareholders would have already been rolling in it - think BLT type of rolling in it.

Love me or hate me - peeps looking for a reason why this is not running - I see plenty of reasons unfortunately. Lets all talk it thru and see where we arrive at... other people's thoughts more than welcome. I need some convincing.

Any posters work (or have worked) in the world of IP?