NanoViricides Inc. (NNVC)

[KMBJN]

Regarding the NNVC-Theracour license, where in the original license does it say the license is for all viruses? and where can one find the original license from earlier in 2005?

I'm looking at the amended license from 9/1/05, at http://yahoo.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=4768912-407251-408564&type=sect&TabIndex=2&companyid=726365&ppu=%2fdefault.aspx%3fcik%3d1379006

Section 2.1 "Licensed Products" is for "drugs ... for the treatment of the following human viral diseases: HIV, Hep B, Hep C, herpes simplex, influenza, and avian bird flu. The term "virus" shall include all currently medically recognized human viral strains identified for the specified viruses."

Makes one wonder if the license is for all viruses, or only the specified viruses. It also opens the question if the H7N9 or other strains of influenza "discovered" after 2005 are covered under the license, since they would not have been "currently medically recognized" then.

One amendment from 2/15/10 adds specifically drugs against further viral targets: dengue, Ebola/Marburg, Japanese encephalitis, viral conjunctivitis, and occular herpes.

Another amendment, here:

http://www.sec.gov/Archives/edgar/data/1379006/000114036107003548/ex10_11.htm

adds specifically the rabies virus.

Why the need to keep adding specific viruses if the original license already included them (all viruses)?

Brammell apparently claimed he got funding in 2009 for dengue nanoviricide development, before NNVC got the license in 2010.

Another question I have about the licensing contract is that section 2.2 says that Theracour is to manufacture the nanomicelle portion of the nanoviricides for NNVC. This does not seem to be happening.

"As to any Licensed Product, TheraCour retains the initial exclusive right to develop and synthesize the nanomicelles exclusively for Nano. In the event that Theracour is unable to supply the quantities of the nanomicelle(s) required for manufacture of the Licensed Product(s), then upon notice and after any applicable cure periods required under the License agreement, Nano can acquire the nanomicelle(s) from other third party providers."

Should we assume that TheraCour only had the right to provide the nanomicelles, but has since forfeited that right, since it seems incapable of supplying them in the required amounts (for tox package, for instance)? NNVC could then acquire the nanomicelles from a third party (but doesn't want to give away IP on how to do so), or it seems like now it is making the nanomicelles themselves (to keep the IP they are developing)?

It is interesting that the original section 2.2 language automatically transferring any IP NNVC develops for making nanomicelles to TheraCour is removed in the above amendment. So, all the "scale-up" NNVC has been doing to make the nanomicelles in large batches is their own property, even though they license the IP from TheraCour.

At least that's how I read the contract and amendments (that I have seen).