Thanks, I understand your point now, and it's a good one:
"There is zero question that NNVC is paying TheraCour to do what they do. However it is my understanding that employees who develop products and processes for pay automatically assign the rights to that IP to their employer."
However, mike41 seems like he has an excellent understanding of trade secrets in manufacturing, and it seems like he understands that NNVC owns that valuable asset.
I'm still not sure either way, but I tend to believe mike41, with his apparent industry experience.
Overall, it's not that important to me who owns the know-how.
As long as NNVC can sell antiviral drugs (owing just 15% of their gross sales as a royalty to Theracour), it's a good deal to me. Say NNVC develops their own sales force to sell hypothetically $100M/year of their eye antiviral drug. NNVC would keep $85M/year, and owe $15M to Theracour. If NNVC sublicenses on very generous terms and gets 50% of $100M sales, then Theracour gets 15% of that $50M, or $7.5M, with NNVC keeping the remaining 85%, or $42.5M.
Who would care at that point that the drugs cost $63M to develop over 11 years - if they brought in $40-$100s of M per year in profit for just one of them?
BTW, I'm still not sure if it's 15% of NNVCs take (CEO indication) or 15% of total sales (seems to be the language in the license). This would be important if NNVC sublicenses out to big pharma and keeps only a cut of sales, say 20-50%.
The license agreement says:
"2.3 TheraCour retains the exclusive right to develop and manufacture the aforesaid drugs. As to any Licensed Product, TheraCour agrees that it will manufacture such drug exclusively for Nano, and unless such license is terminated, will not manufacture such product for its own sake or for others. Nano agrees that TheraCour shall automatically have a license to employ Nano’s proprietary or patented technologies or other know how for the purpose of manufacturing the drug as may be required without payment of any consideration therefore, whether cash or non-cash considerations, irrespective of whether such consideration is with or without monetary value."
So if NNVC developed some manufacturing know-how, they would apparently own it and Theracour could use it. If Theracour develops it for NNVC's behalf and NNVC pays for it, does Theracour still own it? Perhaps, but then again, it's still a good deal for NNVC if it brings in decent sales.
