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KBLB has printed past resistance point. Looks ready to run.
KBLB at breakout point AMBS bollies tight and ready for a run.
Any more news on AMBS could create liftoff.
Check out KBLB chart. Getting some traction and just broke out off some new.
KBLB - Breakout level reached
KBLB - breakout once .08 is breached
The funding of this product and IP would be required regardless if it is under AMBS or AMBS Diagnostics. Ultimately, whatever funding is derived from either company's benefit the parent. Furthermore, the revenues also advance the parent.
This legal structure allows for more IP spinoff and a more streamline revenue generation through partnership via IP.
The initial structure has likely been set up but yet disclosed through the appropriate filings.
Here is why AMBS IP should be subsidiary:
In a competitive business market, companies continually search for ways to operate more
efficiently to maximize earnings. A business with a substantial amount of intellectual property may
decide that an intellectual property ("IP") holding company will improve its ability to manage its
intellectual property, while simultaneously reducing the tax burden on the business. n1 In the IP
holding company model, the parent company, the original owner of the intellectual property,
establishes a wholly-owned subsidiary as a holding company and then transfers ownership of its
intellectual property to the newly-created holding company. n2 The right to use the intellectual
property, i.e., to manufacture the patented device or to affix the trademark to goods, is then
licensed back to the parent company. n3 Licensing of trademarks, n4 however, is riskier than
licensing other intellectual property, because trademark law requires the trademark owner to control
the quality of the goods or services with which the trademark is used. n5 A trademark owner's
failure to adequately control use of its mark by others may result in a court finding that the
trademark has been abandoned. n6
Proponents of IP holding companies suggest that there is only a small risk of abandonment of
the trademark. n7 This article reviews the interaction of corporate law and trademark law and
evaluates whether there is any substantial risk of loss of trademark ownership. Part I reviews the
structure of an IP holding company, discusses the advantages of an IP holding company, and
discusses the formal licensing arrangement between a parent company and its IP holding company.
Part II discusses general trademark law as it relates to licensing and control of trademarks. Parts III,
IV and V examine the parent-subsidiary relationship under various corporate law doctrines to
determine whether a subsidiary has the authority to control a parent's use of a trademark so that
there will be no abandonment of the trademark as a result of the corporate family structure.
I. Structure of the Intellectual Property Holding Company and Its Parent
Intellectual property is becoming an increasingly important business asset. Federal tax benefits
given to research and development have resulted in large patent portfolios. n8 Manufacturers and
service providers have extended their trademark use to exploit the money- making potential of
popular trademarks. n9 Because intellectual property has become an important part of a modern
business' assets, businesses may benefit from concentrating on IP management. Many corporations
with substantial intellectual property holdings, such as Campbell Soup, n10 the Hunt Corporation,
n11 and Congoleum Corporation, n12 have therefore established IP holding companies to manage
their IP portfolios and accrue tax benefits from careful structuring of their corporate enterprise. n13
Part I.A below reviews the establishment and structure of the IP holding company. Part I.B then
discusses the various advantages of the IP holding company, including benefits arising from
favorable state taxation and enterprise efficiency realized through dedicated IP portfolio
management.
A. The Corporate Structure
An IP holding company is established by exchanging a parent company's intellectual property
assets for stock in a newly- formed subsidiary corporation, which can be incorporated in certain
states having favorable state tax laws. n14 The exchange of the stock in the subsidiary corporation
for the contribution of the intellectual property is a nonrecognition transfer under Internal Revenue
Code section 351, and therefore, is not taxed. n15 At the same time the assets are transferred, the
parties execute licensing agreements, with the parent agreeing to pay a royalty to the subsidiary for
the right to use the intellectual property. n16 The royalty payments subsequently paid in compliance
with the terms of the license by the parent are an expense to the parent, and therefore not included
in the net taxable income of the parent. n17 By choosing a state that excludes royalty income from
taxation as the state of incorporation for the IP holding company, n18 the IP holding company's
income from the royalty payments is also untaxed. Thus, the net result is a reduction in the total tax
obligation of the corporate enterprise. n19
The subsidiary's income is later funneled back to the parent, the sole stockholder of the
subsidiary, in the form of dividends. n20 The parent corporation may also be allowed to deduct the
dividends it receives from the subsidiary from its income. n21 In addition, the parent might borrow
from the subsidiary and gain a tax deduction for the interest payment on the parent's state tax return,
n22 without any effect on the federal tax obligation of the enterprise as a whole. n23
B. Advantages of an IP Holding Company
Of the various benefits arising from the establishment of an IP holding company, the greatest is
the reduction in the enterprise's total obligation for state taxes. By producing what has been termed
"nowhere income," n24 a corporation can reduce its overall tax obligations. n25
Several states exemp t some or all of a corporation's income from state taxation. n26 Delaware,
for example, does not tax corporations engaged exclusively in the maintenance and management of
intangible investments located outside of the state; n27 Nevada imposes no corporate tax; n28 and
Michigan exempts royalty income from taxation. n29 Therefore, by establishing a subsidiary
corporation in one of these states, transferring the parent's intangible assets to the subsidiary
corporation, paying the subsidiary royalties for the parent's use of the intellectual property, and
otherwise meeting the requirements for the exemption of income from state taxation, some amount
of state tax liability is avoided. n30
The tax savings can be considerable. In In re Express, n31 the four trademark companies
involved reportedly saved $ 4.8 million in taxes by using the trademark holding company structure.
n32 Although royalty payments cannot be artificially high, n33 for maximum savings, the ideal
royalty rate is that amount just below the parent's net profit margin. n34 This structure effectively
shunts a substantial amount of otherwise taxable income.
However, there is a high risk that the tax savings strategy will fail. n35 For instance, the parent
corporation's state may determine that the subsidiary must file combined returns with the parent in
the parent's state of incorporation, thereby subjecting the IP holding company to taxation despite its
non-taxable status. n36 A foreign state may also hold that the royalty payments attributable to sales
made in that state create a sufficient nexus for taxation of the royalty payments. n37
In addition to the tax benefits, the creation of an IP holding company can increase corporate
efficiency in the operation of the business. By consolidating ownership of intellectual property, the
separate entity can provide centralized management of IP assets worldwide with a more global view
on the exploitation of the assets. n38 Segregating the IP assets also allows the cost/benefit analysis
of the IP holdings to be more accurately calculated. n39 Moreover, by placing the intangible assets
into an IP holding company and appointing officers and directors different from the operating
company's officers and directors, the parent company can insulate itself from involvement in the
prosecution of lawsuits involving the intellectual property. n40 Proponents of IP holding companies
have also cited protection from liability in the event of catastrophic litigation, as well as protection
from hostile takeovers, as valid business reasons for establishing an IP holding company. n41
As outlined above, the advantages accruing to the corporate enterprise as a whole may be
substantial. For patents and copyrights licensed back to a parent company, the greatest risk is that
the tax benefits will be lost by capture of the tax by another state. For trademarks, however, there is
a potentially greater risk: the loss of the right to use the trademarks.
http://ipmall.org/hosted_resources/IDEA/1.Chestek01.pdf
Thanks for the confirmation Dr Jerry.
This corporate entity structure is very helpful for the various reasons you outlined. We will be creating more value faster with fewer restrictions.
The end of the month may be too late Doc ;)
We are a BUY BUY BUY!!!
We have officially entered into the constant PR phase of the show in my opinion. There is a lot that is expected for announcement in the near future.
The sales and marketing road show has begun and usually requires much PR to boost the stock price.
It is still to be disclosed; however, the wording in the filings imply positive reasons for this formation.
The undersigned, being all of the directors of Amarantus Bioscience, Inc., a Delaware corporation (the “Company”), in accordance with Delaware laws and regulations and the Company’s By Laws, do hereby consent to and adopt the following resolution at a duly called and noticed meeting of the Board of Directors with all of the Directors present:
WHEREAS, it would be beneficial for the Company to form a subsidiary and license Company IP to the subsidiary, as the officers of the Company deem appropriate; and,
WHEREAS, a newly-formed diagnostic subsidiary could be funded through a private investment and eventually a public offering; and,
Often public companies form a subsidiary because the existing or projected revenues from the new line of business activity are substantial. In turn this provides a sector of business that is easily marketable or spun off.
Another concern may be liability for all the IP assets.
Keeping IP separate is very wise in my opinion.
Exhibit 99.1 - 8 February 2013
The undersigned, being all of the directors of Amarantus Bioscience, Inc., a Delaware corporation (the “Company”), in accordance with Delaware laws and regulations and the Company’s By Laws, do hereby consent to and adopt the following resolution at a duly called and noticed meeting of the Board of Directors with all of the Directors present:
WHEREAS, it would be beneficial for the Company to form a subsidiary and license Company IP to the subsidiary, as the officers of the Company deem appropriate; and,
WHEREAS, a newly-formed diagnostic subsidiary could be funded through a private investment and eventually a public offering; and,
WHEREAS, an appropriate and descriptive name for the new subsidiary is Amarantus Diagnostics, Inc.;
NOW, THEREFORE, BE IT RESOLVED, the Officers of the Company are directed to take any and all actions necessary to form a new subsidiary and license the Company diagnostic IP to the newly-formed subsidiary; and,
BE IT FURTHER RESOLVED, that the name of the newly-formed diagnostic subsidiary be Amarantus Diagnostics, Inc.; and,
BE IT FURTHER RESOLVED the current President and CEO of the Company, Gerald Commssiong, shall be the sole Director and interim CEO of Amarantus Diagnostics, Inc. and Marc Faeber, the Company’s CFO, shall be the interim CFO of Amarantus Diagnostics, Inc.; and,
BE IT FURTHER RESOLVED, that the Company provide initial funding of $50,000, in the form of a note payable, to Amarantus Diagnostics, Inc. for organizational expense and operating capital; and,
BE IT FURTHER RESOLVED, that the officers of the Company investigate and implement the most viable vehicle for public funding for the diagnostics subsidiary; and,
BE IT FURTHER RESOLVED, any and all actions taken by the Officers of the Company in accordance with this Resolution, both before or after its adoption, is adopted and approved as acts of the Company.
IN WITNESS WHEREOF, the undersigned, being all of the directors of the Company, have executed this Consent as of the date first written above.
On 8 February 2013, the Board of Directors of Amarantus Bioscience, Inc. finding that it would be beneficial for the Company to form a subsidiary and license the Company’s diagnostic Intellectual Property to the subsidiary, approved a Resolution directing Amarantus’ officers to take any all steps necessary dto form the subsidiary and license the Company’s diagnostic IP to it, including the LymPro Alzheimer’s disease blood test, and the NuroPro Diagnostic Platform, including the NuroPro Parkinson’s disease blood test.
The name of the new diagnostic subsidiary will be Amarantus Diagnostics, Inc. The Company’s current President and CEO, Gerald Commissiong, will be the initial sole Director and interim CEO of the diagnostics subsidiary and the Company’s CFO, Marc Faeber, will be the interim CFO. Amarantus Diagnostics, Inc’s lead asset will be the LymPro Alzheimer’s disease blood test.
A copy of the Unanimous Consent of the Board of Directors adopting the resolution to form Amarantus Diagnostics, Inc. is attached as Exhibit 99.1 to this Form.
I most definitely agree Dr Jerry. They are in sales mode. You can tell by the increased number sales/marketing directed slides. I would have to look to confirm, however, I think half the slides included statistics on market opportunity and revenue potential.
Diagnostic spinoff has the potential to fully fund the company without further investment.
MANF potential other indications TBI, cardiovascular disease, and diabetes. Potential market of $4 + billion $$$$$
This is potential value without Parkinson.
This diagnostic spinoff could be more than enough to fund the remaining trials, manufacturing, and a hefty increase in share price. Very exciting!
Talks have already began with delivery company's and the delivery company will be disclosed in the near future. Amgen has to have an interest one way or another.
AMBS $800 million in diagnostic revenue potential alone.
Great chart. This chart shows some major movement about to occur. Those not in yet will be chasing this upward past the $.195 mark. Momentum is on the side of price increase for AMBS.
AMBS chart is primed and ready for multi day run!
GSAT up 10% prelaunch. Launch is at 11:00 AM EST.
Watch for breakout this afternoon if launch is successful.
The disease-modifying capacity of Amarantus BioScience’s lead therapeutic candidate, MANF,
has been significantly validated by recent pre-clinical studies demonstrating that MANF inhibits
neurological deterioration in Parkinson’s disease (PD). These findings corroborate the potential of
MANF as first-in-class curative therapy for PD, which is critically needed. Currently used
medications only alleviate patient symptoms and do not function to reverse or stop disease
progression.
AMBS
http://www.onemedplace.com/blog/wp-content/uploads/2013/02/Amarantus-February-Update.pdf
Weather looks good for a launch today. Best of luck to everyone!
Go GSAT, WSGI and all others involved!!!
Amarantus is currently preparing Phase 2 clinical trials for the acquired NuroPro Parkinson’s
Disease blood test, which serves as a diagnostic for early detection of PD.
This is huge news alone and best of all was a bonus acquisition after I invested in AMBS (and probably after most here did as well).
Collectively, these data show that MANF: has potent curative properties that stops/or reverses the
progression of PD; improves behavior, the fundamental treatment goal of PD therapeutics;
increases the density of neurons in the brain, which are significantly decreased in PD; and
increases the concentration of dopamine in the brain, which decreases in PD and serves a major
etiological factor underlying the disease.
http://www.onemedplace.com/blog/wp-content/uploads/2013/02/Amarantus-February-Update.pdf
AMBS News: New Data and Acquisition Yield Strong EOY, Promising Q1
The disease-modifying capacity of Amarantus BioScience’s lead therapeutic candidate, MANF,
has been significantly validated by recent pre-clinical studies demonstrating that MANF inhibits
neurological deterioration in Parkinson’s disease (PD). These findings corroborate the potential of
MANF as first-in-class curative therapy for PD, which is critically needed. Currently used
medications only alleviate patient symptoms and do not function to reverse or stop disease
progression.
Additionally, Amarantus has recently announced the acquisition of Neurodegenerative
Diagnostic’s intellectual property portfolio, which includes diagnostics for PD and ALS – further
positioning the company as an emerging player in the field of neurological disorders.
Identified by Amarantus’ proprietary bioengineering and drug discovery platform, MANF is a
biological protein that stabilizes the nervous system in the body and has been found to have a
striking ability to save neurons from cell death when disease conditions were presented. The
present studies described show that key clinical hallmarks in an animal model of PD are
significantly improved by MANF, but not by GDNF, a therapeutic protein currently in Phase II
clinical trials, once developed by Amgen and now in trials through MedGenesis Therapeutix.
Specifically, research performed at UCLA’s School of Medicine shows that MANF improves
behavioral deficits by approximately 50% four weeks post-treatment, with a 35% improvement
seen as early as two weeks post-treatment. In contrast, GDNF did not provide any improvement in
behavioral deficits at any time point assayed. In a separate study performed at Neuroscience
Associates, MANF was shown to actually increase the density of neurons in the brain by
approximately 14%, whereas GDNF treatment showed no benefits in maintaining neuron density.
Finally, a third study performed at PharmaNet shows that MANF treatment produces a 100%
increase in dopamine concentration within the brain. Dopamine is a neurotransmitter produced in
the brain that is required for neurological health, and decreased dopamine is a major etiological
factor underlying PD and a primary target for therapeutic stabilization. GDNF was found to have
no effect on dopamine concentration in the brain.
Collectively, these data show that MANF: has potent curative properties that stops/or reverses the
progression of PD; improves behavior, the fundamental treatment goal of PD therapeutics;
increases the density of neurons in the brain, which are significantly decreased in PD; and
increases the concentration of dopamine in the brain, which decreases in PD and serves a major
etiological factor underlying the disease.
The acquisition of Neurodegenerative Diagnostic’s intellectual property has also significantly
leveraged Amarantus. In this transaction Amarantus took ownership of 20 pending patent
applications covering a variety of biomarkers and assays related to the treatment of various
neurological disorders including Parkinson's, Alzheimer's, and ALS, as well as patent applications
related to Breast Cancer, neuromuscular disease and Chronic Myelogenous Leukemia. These
technologies provide an invaluable addition to Amarantus’ intellectual property estate, which
integrates seamlessly with and supports the company’s therapeutic platform.
Amarantus is currently preparing Phase 2 clinical trials for the acquired NuroPro Parkinson’s
Disease blood test, which serves as a diagnostic for early detection of PD.
GSAT - News tomorrow guaranteed. They will either delay launch of new satellites again like today or the launch will happen (hopefully successfully).
TA wise the stock has pulled back to the 60% retrace and is ready for final run up past $.60 mark. With a successful final launch of their satellite constellation this could be back up to $1 real quick.
Either way I expect tomorrow to be big move day if launch does occur without further delay.
FYI: Launch time is not until 11:00 AM EST.
At the end of day BMSN had 5 market makers walking the price up in lock step during the last 10 minutes. Once each level was taken out NITE would bump bid with large action then the other 4 would min bid for stability. I wish I would have noted which MM's were working in harmony with NITE. I want to say they were: SUNR, PUMA, PERT, and CDEL. Either way, the MM's involved in this move were relatively quiet for most of the day until the EOD.
I do remember they were not ETRF or ATDF.
Nice possibility for BMSN to gap open tomorrow with the end of day action. Had 5 market makers walking in lock step during the last 10 minutes. Once each level was taken out NITE would bump bid with large action then the other 4 would min bid for stability. Good sign for open in my opinion.
ABCtrader1027, BMSN breakout...I have been waiting as well. Nice to see 4's painted.
BMSN next resistance is .0038 and then push it into the .004's