NanoViricides Inc. (NNVC)

[loanranger]

(edited post)
An interesting exchange....from somewhere else:

"I believe that NNVC has EXCLUSIVELY licensed TheraCour's nanomicelle technology for all viral uses. They have also licensed add-on technologies for treating about 10 specific viruses. While I agree that if TheraCour developed something for a (heretofore unlicensed) specific virus, NNVC may still have to additionally license that new technology if they want it...I do not believe TheraCour can simply license out drugs using this nanomicelle technology for treating viruses to somebody else without at least giving NNVC first right of refusal or coming to some sort of agreement with NNVC. TheraCour may even be able to develop, manufacture and/or seek regulatory approvals for new antivirals using NNVC-licensed nanomicelle technology, but I do not believe they can sell them if they without the permission of NNVC."

The response:
"From the most recent 10K:

On May 12, 2005, the Company entered into a Material License Agreement, amended as of January 8, 2007 (the “License”) with TheraCour Pharma, Inc., (“TheraCour”), our largest shareholder. As of the present, TheraCour granted the Company an exclusive license in perpetuity for technologies developed by TheraCour for six virus types: HIV, HCV, Herpes, Rabies, Asian (bird) flu and Influenza. In consideration for obtaining this exclusive license, we agreed: (1) that TheraCour can charge its costs (direct and indirect) plus no more than 30% of direct costs as a development fee and such development fees shall be due and payable in periodic installments as billed; (2) to pay $25,000 per month for usage of lab supplies and chemicals from existing stock held by TheraCour; (3) to pay the greater of $2,000 or actual costs, for other general and administrative expenses incurred by TheraCour on our behalf; (4) to make royalty payments of 15% (calculated as a percentage of net sales of the licensed drugs) to TheraCour; (5) that TheraCour Pharma, Inc. shall retain the exclusive right to develop and synthesize nanomicelle(s), a small (approximately twenty nanometers in size) long chain polymer based chemical structure, as component elements of the Licensed Products. TheraCour agreed that it will develop and synthesize such nanomicelles, to be used for the Licensed Products, exclusively for NanoViricides, and unless such license is terminated, will not develop or synthesize the nanomicelles to be used for the Licensed product for its own sake or for others; and (6) to pay an advance payment equal to twice the amount of the previous months invoice to be applied as a prepayment towards expenses. TheraCour may terminate the License upon a material breach by us as specified in the agreement. However, the Company has the opportunity to cure the breach within 90 days of receipt of notice to terminate the License. On February 15, 2010, the Company approved an Additional License Agreement with TheraCour Pharma, Inc. (“TheraCour”). Pursuant to the exclusive Additional License Agreement, in consideration for the issuance of 2,000,000 shares of the Company’s Series A Preferred Stock, (the “Series A Preferred”), the Company was granted exclusive licenses, in perpetuity, for technologies, developed by TheraCour, for the development of drug candidates for the treatment of Dengue viruses, Ebola/Marburg viruses, Japanese Encephalitis, viruses causing viral Conjunctivitis (a disease of the eye) and Ocular Herpes.

As you can see the agreement is for specific treatments for specific viruses. The exclusivity and Theracour agreeing to not produce micelles for anyone else is ONLY related to these specific virus. Not any new ones. Though I would Imagine NNVC would pursue those as well, but as you can see it requires additional payment to Theracour for the license."



You decide:
http://www.sec.gov/Archives/edgar/data/1379006/000114420406047712/v057372_ex10-6.htm
http://www.sec.gov/Archives/edgar/data/1379006/000114036107001282/ex10_11.htm ***!!!
http://www.sec.gov/Archives/edgar/data/1379006/000114036110007767/ex10_1.htm


***!!!
It's probably just me, but I was interested to see who signed this document on behalf of Theracour.


edit:
Turns out someone else noticed that signature awhile ago:
http://observer.com/2014/04/west-havens-nanoviricides-has-big-goals-and-big-problems/

"The agreement between NNVC and TheraCour was signed by Dr. Diwan on behalf of TheraCour and Mr. Ehrlich on behalf of NNVC. This, despite the fact that both men were shareholders of TheraCour, and because they both owned more of TheraCour than they did of NNVC, stood to reap disproportionate gains from any dollars diverted to TheraCour from NNVC. One can only wonder just how hard Mr. Ehrlich negotiated on behalf of NNVC in that original deal."

This raised a new question for me. It has long been rumored but never shown that Ehrlich (currently Chief Executive Officer and CFO of Cellceutix) sold his NNVC holdings, but I don't think his TheraCour holdings were ever revealed in detail or whether we know whether those holdings were sold. If they were not, he may remain a current NNVC holder via his TheraCour holding, just as Diwan is.

ps. I just noticed that the third license related agreement linked above was signed by Diwan on behalf of TheraCour and Seymour on behalf of Nanoviricides.