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Remember people. Teper clearly said no full hard launch. Soft launch. Soft means nothing to exciting. Just a reorganization. Full launch is next year.
The only unfortunate thing here is that it will be awhile before we see any change in stock value. This will be taken out past summer. Maybe there might be some uptick in price but that will be off certain events that will sort of expose the route they’re going. This I’m sure we all agree on. Look forward to seeing first step accomplished which is the extension. At that point, Johns motion will be defeated in my mind. ICO is just doing normal routine stuff when it comes to change of control. Nothing exciting there. I hope they announce the strategy sometime in July. June will be boring. Extension is only thing exciting. July should expose position. All I need is my stake hold. We need consummation.
Yes Turbo. I agree. Type G is most likely the case as provided below. All codes work for me.
The Type G reorganization provisions require the transfer by a corporation of all or part of its assets to another corporation in a Title 11 (bankruptcy) or similar case. The stock or securities of the transferee corporation must then be distributed in a transaction which meets the requirements of Code Sec. 354 (nondivisive reorganization), Code Sec. 355 (divisive reorganization), or Code Sec. 356 (one of the foregoing reorganizations but with “boot,” see below).
Code Sec. 354(a)(1) provides that no gain or loss shall be recognized if stock or securities in a corporation a party to a reorganization are, in pursuance of the plan of reorganization, exchanged solely for stock or securities in such corporation or in another corporation that is a party to the reorganization. Code Sec. 354(b)(1) provides, in relevant part, that Code Sec. 354(a) doesn’t apply to an exchange in pursuance of a plan of reorganization under Code Sec. 368(a)(1)(G) unless the transferor corporation distributes the stock, securities and other property received in the transaction, as well as all its other properties, in pursuance of the plan of reorganization.
Code Sec. 355 applies to certain divisive transactions. If a parent corporation (distributing corporation) distributes to its shareholders stock or securities of a subsidiary corporation, the distribution is tax-free if: (1) the parent is in control of the subsidiary (controlled corporation) immediately before the distribution; (2) the distribution isn’t a device for distributing the earnings and profits of the distributing corporation or the controlled corporation; (3) both the distributing corporation and the controlled corporation are engaged in an active trade or business immediately after the distribution; and (4) there is a corporate business purpose for the distribution. In addition, the distributing corporation must distribute either all of the stock or securities it owns in the controlled corporation before the distribution, or, if it can show that its retention of some stock or securities doesn’t have tax avoidance as a principal purpose, a controlling interest in the stock of the controlled corporation.
Code Sec. 356(a)(1) provides that if Code Sec. 354 or Code Sec. 355 would apply to an exchange but for the fact that the property received in the exchange consists not only of property permitted by Code Sec. 354 or Code Sec. 355 to be received without recognition of gain, but also of other property or money (i.e., “boot”), then the gain, if any, to the recipient shall be recognized, but in an amount not in excess of the sum of such money and the fair market value of such other property.
I don’t see any Naked Short data on IMNPQ. So I’m assuming your just calling it naked shorting. I prefer to call it trading and just people buying and selling. Maybe you could tell us where you are getting your source of info. Cheers
The shares that are being purchased and sold are mainly traders. Probably people that know the case here and are just making a few extra dollars. I for one don’t go to this level, and can’t predict certain outcomes here, so it’s best for me to not sell. Every share counts for me to keep my average down. I think it’s great if someone can buy and sell when they pretty much know where the case stands. Easy money for them. I believe each filing shows the smart intelligent swing investor exactly where the case stands. I wish I knew more about bankruptcy. It would surely have helped me months ago. I would’ve also played this to the best of my ability. All I can do is keep buying knowing that my newly found knowledge is solid and correct. The only thing I don’t know here is how much consolidation there will be and when transaction times will be. I also don’t know if an asset sale may happen even if there is a reorganization here. They could still sell Bert. But highly unlikely. I wouldn’t. Partner yes, but not sell.
Hi guys. Nope not a insider. That’s just laughable. But Considering the source of the question. I’m ok with the question being asked. Why would I talk on this public forum if I was an insider. That in itself sheds light on whom is asking the question. Either your a daft person. Or your a person trying to get under my skin. Nice try Bub. I eat people like you for lunch.
So to Turbo who said that Pinks are risky. Yes but only to the person that is not educated and wise and possibly brilliant but maybe a little on the spectrum. You see some of the largest company’s in the world trade on Pinks. There is a purpose for pinks. IMNP is using that purpose as we speak. Daimler, Roche, Nestle, Volkswagen, Air Canada all trade on Pinks. So you need to ask yourself before you invest anywhere, why are you investing in the first place. So don’t start spewing out claims about Pink Sheets that are not true. Each exchange has its pluses and negatives. Each exchange is a business and they all have their selling features.
Now down to basics for the tikes. IMNP has not made payments to any one for the last year or so. Correct? Correct! Why request a secured collateral loan from Discover Growth Fund? The strategy was for Discover to eventually provide them with a Notice for Sale of Collateral. This is a service from DGF. It’s plainly obvious that the registration was timed out perfectly and it is plainly obvious that DGF knew that IMNP was not able to pay out any money to DGF. There is no speculation needed. Remember, Hudson Bay Master Fund is also a major player here. They provided a lawsuit against IMNP before BK. So that unsecured debt to Hudson now becomes secured debt which makes them on the top of the heap before Discover, which means that Discover can’t do squat simply out of the fact they are the top of the pecking order. But this is already known to all parties. So yes Skiier, this is a bought claim. No one is really forcing anyone to do a bankruptcy. They needed to do a recoup loan and they got one. It’s only natural that DGF follows procedure and try to recover the funds that have not been paid. And IMNP can’t pay any funds until deal is completed. I am not speculating. This is the case. There are many parties that play a role in this. This is costing huge money to reorganize. I have my reasons to believe what will happen next primarily because it is a reorganization. In order to get the tax advantage here, they will need to do an actual proper transaction of sort. Vector deal is that transaction. Shares will be part of the deal. So it’s either a Type A, B, C or G transaction. Maybe something with twist. But no real sales. Cheers
Hey Turbo. How many shares do to have?
Hey Skiier. How many shares do you have?
I would love to hear any of you March me on my whit. I would smoke you all. Good luck to you gamblers
I would love to hear any of you March me on my whit. I would smoke you all. Good luck to you gamblers
You let me know why your here. You gambling man like Skiier. If that’s the case then nothing I say will help you. You are just throwing money at something knowing nothing. Pretty sad. All gamblers are pretty sad. Very weak people. Educated Risk is great. But blind pool is just a stupid man losing his money.
I just know it’s good for me. They are reorganizing. You have a few types. A,B and C. I could care less if you don’t understand about reorganizations. I’m going to teach anyone. Sorry. We all must learn. If you are unhappy. Sell your shares.
Bought debt. Bought deal. Bought claim. Reorganize. The end.
Below is just one of the many companies that do the 5 million secured loan / 5 million unsecured loan reorganization.
Sichenzia Ross Friedman Ference LLP Advises Amarantus on $5M PIPE Investment from Discover Growth Fund
Discover Fund has helped many companies do the same thing. You just need to do the homework. Better yet role the dice like smart guy skiier
Well it doesn’t matter because you are a gambler. Just enjoy the ride. Best to you.
Well then what I say doesn’t affect you. Cheers
Wonder how court went. Let me guess. Extension is received and zero news about Ceplene sale. This can only mean one thing. Cheers people.
I’m getting out at better than even. This is a reorganization in my opinion. If it’s a dismissal then I will do even better. There is absolutely no reason for Teper to delay other than to do a merger / reorganization. This is all being done for tax reasons and change of control. Stuff has been triggered. You know the stuff I’m talking about. Some of you do. The ones that don’t are just gamblers.
crditcrd Credit Card/Debit Card Receipt Mon 1:15 PM
Receipt of filing fee for Motion to Convert Case from Chapter 11 to Chapter 7([LINK 19-13273 VFP] ) [motion,mc117] ( 15.00) Filing Fee. Receipt number A38958322, fee amount $ 15.00. (U.S. Treasury)
Related: [-] Doc#184
Something strange in the neighbourhood.
Could be Type G. Most likely Type G we in. Word up G
I wonder if this is a Type A, B, or C reorganization. Answer D is not available. When in doubt always pick C.
Turbo, I just want to be a “ party to this reorganization”
I have what many investors have. 1 million shares was a good start years ago. It probably depends on when you bought as well. I know I’ve been buying for 3 years and have not sold one share. I’m that guy that filed a 13g for the last couple years. I’m still here and I have continued to buy. Now just waiting patiently for my time to come. Just like you. One thing for sure. I’m deserving of every penny I get. Good luck Turbo.
I wish I could do well. I need 50 cents to break even. So I don’t care about 5 cents. I’m glad you’ll do well at 5 cents. Victory will be yours in a couple months.
When did I say I wasn’t getting anything???!! I’m getting a ton when time is right. We won’t see anything until July / August.
We won’t see a change in price till we consummate a deal. As we all know, we won’t see any deal until maybe July. And maybe even still we might not see any climb of price until August when they announce the plan of reorganization. As for us getting any piece of the pie. You must be joking. I don’t see any sales here. I believe that these guys have to make this show so good that they don’t piss off courts. They want discharge. But seriously, even a dismissal is awesome. Dismissal gives them everything they need as well. This week will be the most telling week of all. If they get extension, I’m sure something is up with possible merger. It will be just great news to get extension. That would mean the judge has been shown good reason to extend the stay. I think it’s locked in but nothing is guaranteed in life. Extension is great news. No extension is even better news. Loving it!!!
Ski. I believe they have that 100k from Vector. Lol
No one has to pay anyone to release clinical data. Nothing is being released because they don’t want any great news to ruin their bargain deal. I was just happy with BP indication. They reduce the use of steroids to almost nothing. Clear victory for Bert. Loving it.
My opinion is that the price will go up when they consummate a deal / merger. But that’s just my conspiracy theory. I know nothing other than what I know.
Turbo. We were going to OTC no matter what. Chang of control was needed. So was transfer. Etc. All in the documents / filings. More delay means Mergers away.
Notice in my last text where it says that ICO only has to write a simple letter to IMNP to terminate. So simple. Then all is terminated and well again. So simple. So easy. Life is good.
Sorry I meant through to 28 as you can see below.
Term and Termination
15.1 Term
The Parties agree that as of the Execution Date, the only provisions of this Agreement that are in force and effective shall be Articles 1 and 15 through 28 and Sections 7.1 and 14.5. No other provisions of these Agreement shall be effective until the Effective Date. As provided in Section 7.1, upon payment by IMPH to iCo of the entire License Fee (and provided that iCo has not earlier terminated the Agreement under Section 15.2(a)), this Agreement and all its provisions shall then automatically be in full effect, and thereafter, unless earlier terminated as provided below, the Agreement will continue in full force and effect on a Licensed Product-by-Licensed Product and country-by-country basis, until the date no further payments in respect of such Licensed Product in such country are or may become payable under Section 7 above. Upon the expiry of such payment obligations, the license rights granted to IMPH hereunder for such Licensed Product, solely in such country, shall be deemed fully paid up, perpetual and irrevocable, and IMPH shall have no further obligations under Section 7 with respect to such Licensed Product and the Net Sales of any such Licensed Product in such country shall be excluded from the royalty calculations in Section 7.6.
15.2 iCo shall have the right to terminate this Agreement immediately on written notice to IMPH if:
(a) The Qualified Financing has not occurred and/or IMPH does not pay to iCo the License Fee (including issuing to iCo the appropriate amount of License Shares) (i) by January 30, 2011, or (ii) so long as IMPH has paid iCo the option extension fee as provided in Section 7.1(a), by March 31, 2011 (as applicable); or
(b) IMPH or a IMPH Affiliate knowingly opposes or assists any Third Party to oppose, in any patent office or court proceeding, the grant of any patent or patent application within the iCo Patents, or, in any patent office or court proceeding, knowingly disputes or assists any Third Party to dispute the validity of any patent within the iCo Patents or any of the claims thereof, including opposing any application for amendment thereto; or
(c) IMPH or a IMPH Affiliate commits an action or omission that constitutes a material breach of the obligations under the CAT Agreement; or
(d) IMPH or a IMPH Affiliate commits a material breach of its obligations under this Agreement, and fails to remedy such material breach within a period of sixty (60) days of receipt of a notice from iCo detailing such breach and of its intention to exercise its rights under this Section, and provided that such period shall be thirty (30) days for a material breach of a payment obligation; for the purposes of this Section a “material breach” by IMPH includes the non-payment of any sum payable by IMPH under this Agreement within thirty (30) Business Days of its due date for payment; or
(e) IMPH or a IMPH Affiliate is subject to an Insolvency Event.
15.3 If at the time of a Change of Control the acquiror or merger partner of IMPH is in a court or patent office proceeding, knowingly opposing or assisting any Third Party to oppose the grant of any patent or patent application within the iCo Patents, or is in a court or opposition proceeding, knowingly disputing or assisting any Third Party to dispute the validity of any Patent within the iCo Patents or any of the claims thereof, including knowingly opposing any application for amendment thereto, then such acquiror or merger partner shall have forty-five (45) days from the date of the Change of Control to withdraw any such proceedings and/or stop any such assistance, failing which iCo may forthwith terminate this Agreement.
Only 1 and 15 through to 29 is in force for licenses agreement.
CONTENTS
Section
Heading Page
1. Definitions 1
2. License and Sublicense Grants 8
3. Technology Transfer 9
4. Product Development; Regulatory and Safety 10
5. Commercialization and Marketing 13
6. Non-Competition 14
7. Payments 14
8. Provisions Relating to Payment of Consideration 17
9. Intellectual Property and Patent Rights 18
10. Confidentiality 21
11. Press Release and Publication 23
12. Trade Marks 24
13. Xoma Agreement and Dyax Rights 24
14. Representations, Warranties, Covenants and Indemnification 25
15. Term and Termination 27
16. Effect of Termination of Agreement 33 28
17. Miscellaneous 29
18. Assignment 29
19. Waiver 30
20. Severability 30
21. Force Majeure 30
22. Counterparts 31
23. Entire Agreement; Amendment 31
24. Independent Contractors and Relationship of the Parties 31
25. Expenses 31
26. Further Assurances 31
27. Headings and Construction 31
28. No Third Party Beneficiaries 32
29. Use of Affiliates or Sublicensees
Effect of Termination of Agreement
16.1 Termination, relinquishment or expiration of the Agreement for any reason shall be without prejudice to any obligations that shall have accrued prior to such termination, relinquishment or expiration, including the payment obligations under Section 7 hereof and any and all damages arising from any breach hereunder.
16.2 Sections 2.6, 4.7, 7.1, 8.1, 8.6, 8.7, 8.9, 9.5, 9.6, 9.7, 10, 11.2, 14.4, 14.5, 16 and 17 shall survive the expiration and any termination of this Agreement in its entirety.
16.3 Upon termination of this Agreement in its entirety by either Party, then:
(a) Without limiting or derogating from sub-section (b) below, IMPH hereby grants iCo an exclusive, perpetual, irrevocable, sublicenseable, fully-paid, royalty-free license, effective upon the effective date of such termination, under any IMPH IP that is owned by IMPH or its Affiliate at the date of termination to the extent that such IMPH IP is related to, or useful for the development, manufacture, use or commercialization of, Licensed Product (collectively, the “Terminated Agreement IP”) solely to research, develop, have developed, register, make, have made, manufacture, have manufactured, formulate, use, have used, import, have imported, export, market, have marketed, promote, advertise, distribute, offer for sale and sell, have sold, transport and distributed iCo-008, Licensed Products, and any other product that comprises a VH CDR1, a VH CDR2 and a VH CDR3 domain (as such terms are defined in the text and claims of US Patent No. 6,946,546) and binds to eotaxin-1. Any license for IMPH IP that is not Terminated Agreement IP shall be negotiated between the Parties in good faith upon such termination. In the event this Agreement is terminated by IMPH pursuant to Section 15.5 due to iCo’s uncured material breach of its obligations hereunder, then the foregoing rights under this Section 16.3(a) shall be of no force and effect.
By the way ski. You are right. ICO would be demolished in a court battle. This termination request is based on the trigger pulled by change of control. ICO only can dream of having rights to the new Bert indications. Lots of fun and way more lies and deception to come. Good times people. Good times.
Sorry Mama. Bert owns all IP of Bert. ICO motion holds no water. Ski. They do have UC results. They said they would provide in first half of year. Maybe BK changes that. Who knows. The court day tomorrow is not a status conference. Date was given purely for extension of stay. I believe they will be given the extension since they’ve provided at least two of the five reasons to allow extension. It’s in the bag. Then we wait till July for merger plan. Like I said. The extension is already assumed based off the fact that the new court date has been given. It’s kind of stupid the way this judge works. Handing out future court dates when extension hasn’t been granted is quite hilarious to me.
It must have been late Ski. I don’t know if Immune will merge. I could see it happening. But I could also just see Cytovia merge with Vector. It is a wholly owned sub. But why not, a great reverse could include Immune too. I hope it’s not another 1:45 merger like Epicept. That would be brutal. Let’s hope we see UC news and that brings up the share price. This way the split won’t have to be as brutal. Stay tuned till July. Extension coming tomorrow. Maybe see court order on Wednesday.
Still trying to figure out liquidation. A company can become a shell company through various means, including a sale or liquidation of its business or by agreeing to spin off its current assets and liabilities at the time of the reverse merger. This to me is why I believe this liquidation plays a role in this deal. Some how I think there’s an exchange or swap going to happen or is happening. Again. My probable theory. Some say a conspiracy. To me it’s my truth. Cheers
The asset sales could happen still. I’m just saying that delay is for major reason. I however also don’t believe other assets will be sold but that’s just me as well. If I was founder and major holder, I would keep it all and remain the chief and major shareholder. But wow!!! I would never do what he’s done here. He has screwed all the shareholders, thousands of people to get this done. Seriously crazy bad stuff. I’m just glad I’ve made it this far. No one is safe here. Good luck Skiier
I believe we have a publicly listed company merging with a publicly reporting company. This is what I believe. There is absolutely zero reason for Vector to delay three times. And don’t reply saying Teper might not have the money. Teper personally bank this himself if he wanted. The fact that people think we’re dealing with poor people is hilarious. Hell, I could bank this personally. I however know jack squat about pharmaceuticals. Any ways. This is what I’ve thought from before we got to this BK. John Kirkland is simply facilitating this deal. I think change of control has been triggered with the merger. I think there will be a share swap along the way. Or the acquirer will issue shares when time is right. I believe there is a holding period based of shares being transferred. I have no clue when transaction was done. I know shares have been generated, issued and now potentially transferred or are going to be transferred. The only thing I care about is value assumption. I don’t want crazy consolidation. The value assumption will be factored once they figure out ownership percentages. Maybe all is done. I’m pretty sure we’re also waiting for the accountants to be done. All I know is that they are delaying and now ICO licenses have been triggered. Some sort of change of control has been initiated and now licenses etc are all being terminated transferred etc. I’m no lawyer or accountant but I’m not blind either. I’m told I’m a good conspiracy guy. Who knows maybe I am. All I know is Teper could pull out his wallet and buy this deal without splitting a hair. I just hope he wants to share with me.
I believe we have a publicly listed company merging with a publicly reporting company. This is what I believe. There is absolutely zero reason for Vector to delay three times. And don’t reply saying Teper might not have the money. Teper personally bank this himself if he wanted. The fact that people think we’re dealing with poor people is hilarious. Hell, I could bank this personally. I however know jack squat about pharmaceuticals. Any ways. This is what I’ve thought from before we got to this BK. John Kirkland is simply facilitating this deal. I think change of control has been triggered with the merger. I think there will be a share swap along the way. Or the acquirer will issue shares when time is right. I believe there is a holding period based of shares being transferred. I have no clue when transaction was done. I know shares have been generated, issued and now potentially transferred or are going to be transferred. The only thing I care about is value assumption. I don’t want crazy consolidation. The value assumption will be factored once they figure out ownership percentages. Maybe all is done. I’m pretty sure we’re also waiting for the accountants to be done. All I know is that they are delaying and now ICO licenses have been triggered. Some sort of change of control has been initiated and now licenses etc are all being terminated transferred etc. I’m no lawyer or accountant but I’m not blind either. I’m told I’m a good conspiracy guy. Who knows maybe I am. All I know is Teper could pull out his wallet and buy this deal without splitting a hair. I just hope he wants to share with me.