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Re: Stockrunner2225 post# 1719

Tuesday, 10/23/2012 12:58:22 PM

Tuesday, October 23, 2012 12:58:22 PM

Post# of 130516
That is the agreement with the JV MERGER!!! - for clarity, it is not a "MERGER" with RBCC. In general, a JV or Joint Venture, is defined as a contractual business undertaking based on a single business transaction. Individuals or companies choose to enter joint ventures in order to share strengths, minimize risks, and increase competitive advantages in the marketplace. The parties have a mutual right to control the enterprise, a right to share in the profits, and a duty to share in any losses incurred.

In this specific case, the proposed JV, which has yet to be accepted by both parties, is still in the negotiation stage by all public (news release) accounts. Others on this board have already jumped to erroneous conclusions that it is a done deal and that somehow RBCC is going to assume all/most of the debt of AMBS, and will infuse money to help make the goals and aspirations of AMBS possible (without regard to the terms and conditions of same). This in my opinion, is reckless thinking.

What we do know from the press releases is that RBCC hopes to enter a JV for the specific purpose of commercialization of NuroPro. The proposed joint venture would be responsible for initiating Phase 2 clinical studies next year. The status of the proposed JV is that RBCC has allegedly tendered a term sheet to AMBS for their review and approval. Once approved a definitive JV can be initiated. As defined above, a JV will lay out the terms of fidicuary responsibilities for costs as well as revenue (or losses) splits. To this date, neither company has laid out the terms and conditions - speculation by some on this board that it will all be one sided in favor of AMBS is just that - speculation. Any illusions that RBCC can front any meaningful amount of money or taking on debt is a pipe dream. Clearly RBCC has no expertise to offer to the proposed JV venture, so it will be interesting to hear the details once made public (if ever).