VDP-73 [Governance]: Fractionalization of ApoptoSENS IP-NFT

[benji]

Perform the first fractionalization of a VitaDAO IP-NFT.

Summary

This is a proposal for VitaDAO to fractionalize its IP-NFTs to give VitaDAO community members the opportunity to gain IP rights represented as FAM (Fractional Asset Manager) tokens as described herein. This proposal includes open questions for you to comment on and promote community buy-in and excitement. The main open question to be answered by VitaDAO, in addition to whether to enable fractionalization for an IP-NFT owned by VitaDAO, is whether the community agrees that the ApoptoSENS - Senolytic CAR-NK Cells project is the ideal candidate for being the first fractionalized project.

Motivation

Fractionalizing VitaDAO’s IP-NFTs will increase engagement and participation within the VitaDAO community. By allowing community members to gain direct exposure to VitaDAO’s IP, it may encourage more people to become involved in the research process and contribute their skills and expertise. This can lead to more collaborative and open scientific development, which can ultimately lead to more successful research projects and advancements in longevity.

Fractionalization may also enable VitaDAO to generate additional revenue to fund its research projects. For example, by implementing transaction fees, yield farming, and scientific prediction markets, VitaDAO can earn additional funds that can be used to support the research directly, as well as potentially increase the value of the fractionalized tokens.

One potential risk is that fractionalization may lead to a lack of coordination or direction within the research projects. By allowing individual community members to speculate on the success of specific research projects, there may be a lack of overall direction or focus between the research efforts going on within VitaDAO. This could potentially lead to conflicting interests, fragmentation, and a lack of collaboration, which could ultimately hinder the progress of the research.

Overall, fractionalization of VitaDAO’s IP-NFTs presents both opportunities and risks, and it is important for VitaDAO to carefully consider these factors before making a decision. Some opportunities / risks are listed; please comment and highlight more.

Opportunities

1. New utility for VITA token holders. We will have the power to get new tokens representing direct IP rights to VitaDAO’s IP-NFT portfolio by staking and locking VITA.
2. New sources of funding for researchers. Direct funding of IP-NFTs through fractionalization enables researchers to fundraise for additional scientific milestones, unlocking evergreen funds for their labs.
3. Volatility protection for VitaDAO treasury. If a value inflection point has been reached, such as issuance of a patent related to an IP-NFT, the valuation of the IP in an IP-NFT may skyrocket. Fractionalization can help insulate VitaDAO from the volatility of those rapid value shifts.
4. Strategic supporters for specific research projects. Fractional tokens can be used to provide incentives for specific tasks such as data generation, analysis and algorithm creation, and development of the IP-NFT to reward individuals or teams who have made significant contributions to the project’s success.
5. Liability limitation for VitaDAO. Fractionalization can drive demand for VITA by enabling token holders to obtain direct tokenized rights to the IP-NFTs in VitaDAO’s portfolio. This reinforces the separation of VITA token ownership from IP-NFT token ownership, which can help isolate VITA holders from liabilities that could arise related to the IP e.g. a lawsuit for infringement or adverse reaction to a longevity treatment.
6. Granular exposure to the VitaDAO portfolio. Investors are enabled to purchase a portion of the rights associated with an individual IP-NFT, providing granular exposure to the VitaDAO portfolio and allowing investors to fund specific projects or ideas rather than committing capital to the entire portfolio.
7. Liquidity for IP-NFT funders. Fractionalization provides liquidity to funders by allowing them to sell fractions of their IP-NFTs on Molecule’s marketplace. Liquidity gives funders the ability to quickly convert fractions into other assets to realize returns on their investments when they choose.
8. Coupons for community members. If the project has a sufficiently high probability of commercialization and the community wants to receive coupons on future products, fractionalization enables those coupons.
9. Ethical guidelines by community members. If the project has a sufficiently high probability of commercialization and the community wants to govern its ethical encumbrances, fractionalization enables that governance.

Risks

1. Value fragmentation. We want IP-NFT fractions to drive value to VitaDAO, not away from VitaDAO. There is a risk that fractionalization drives IP value to fraction holders, not to VitaDAO. To mitigate this risk, we can require staking and locking VITA in order to gain access to fraction tokens.
2. Attention and incentive fragmentation. If community members become hyper-focused on singular research projects, they may lose sight of the overall DAO’s mission and be biased to shuttle more of the DAO resources toward projects they personally have more upside in.
3. Negative reflection on the DAO. Any token launch from VitaDAO’s IP-NFT portfolio is a reflection on the DAO, so it is important to ensure there is sufficient interest and projected liquidity to make the token a success.
4. IP leakage. With data transparency between the fraction holders and researchers comes the risk of IP leakage, where fraction holders may disclose confidential information, so we must balance good data management by fraction holders with open science by ensuring that data released to the community does not jeopardize the IP and trade secrets.
5. Rollercoaster of emotions. VitaDAO funds high-risk, high-reward projects, which comes with high volatility potential. Direct exposure to early stage scientific research via fractional tokens is guaranteed to be a rollercoaster for those who participate in fractionalization.
6. Regulatory uncertainty. Because it is not clear how the FAM non-fungible tokens created through IP-NFT fractionalization will be classified and treated around the world, there is a risk of VitaDAO unintentionally running afoul of regulations. For example, if a fractionalized token sale is marketed as an investment opportunity, then securities laws will apply to the sale. In order to mitigate these risks, VitaDAO should have fractionalization reviewed by a third-party law firm prior to launch.

Specification

Token Rights

FAM are true fractions of the original IP-NFT with managerial and economic rights.

The proposed rights of FAM are as follows:

1. Claim proceeds from commercialization of the IP
2. Receive proceeds from sale of the IP-NFT
3. Govern over whether the IP-NFT is transferred
4. View confidential research data
5. Admit new FAM
6. Mint FRENS (more info will be provided in a later proposal)

Token Distribution

FAM tokens from VitaDAO’s IP-NFTs will be distributed via token sales to VITA holders who lock and stake VITA and provide additional capital to fund the IP-NFT.

VITA holders who lock VITA will be able to purchase the same value in FAM tokens with USDC. This will simultaneously raise funding for the IP-NFT development, as well as drive utility to VITA by gating access to FAM with VITA holdings, and drive value to VitaDAO by locking tokens.

The proposed distribution methods for FAM is as follows:

1. Fixed-price sale to recoup the original investment
2. Buyers must lock VITA to gain access to the sale
   a. The market value of VITA locked entitles the right to buy the same value of FAM
3. Buyers can burn the FAM (erasing those NFTs permanently) and reclaim their VITA at any time

First project to fractionalize

Launch FAM for ApoptoSENS - Senolytic CAR-NK Cells in January 2023. Progress should be made with data generated by SENS prior to fractionalization, which will help the community make a decision whether SENS is the appropriate project to fractionalize. More importantly, SENS has deep ties to the crypto community, and fractionalizing a SENS research project can bring significant attention to VitaDAO and SENS by enabling a community longevity enthusiasts for the first time to individually receive direct exposure to longevity research, with both direct IP and data access rights (with appropriate non-disclosures in place).

Token Launch / Tokenomics

FAM launch raising up to $290,950

1. 55% to be maintained with VitaDAO
2. 30% to be launched to the community
3. 10% to collaborators (Amit Sharma)
   a. Vest over four years, one year cliff
4. 5% to SENS, in accordance with the original agreement

Team

Amit Sharma

1. Will continue to serve as the PI on the research project and primary point of contact
2. Will be responsible for summarizing data to present to the FAM holders

Laurence Ion (Laurence Ion#4088)

1. Responsible for executing IP-NFT fractionalization and launch of FAM tokens on behalf of VitaDAO

Project Lead

Temporary Project Lead: Benji Leibowitz (Benji Leibo#2036)

1. A FAM holder will be elected by all of the FAM holders (post launch) to be their delegate for communications with Amit & SENS
2. Will be responsible for creating governance proposals to the ApoptoSENS DAO for which scientific / business development directions should be taken
3. Will organize community calls to report on progress and answer questions of ApoptoSENS DAO members

Timeline

1. Initial data release for SENS Aim 1 (mid January 2023)
2. VitaDAO internal marketing to / diligence by members (mid-end January 2023)
3. Fractionalization (Q1 2023)
4. Completion of Aims 1&2 (Q2 2023)
5. Completion of Aim 3 (Q2 2024)

SENS Research Agreement

SRA with SENS

• Agree - Approve fractionalization & ApoptoSENS IP-NFT
• Agree - Approve fractionalization, but with a different IP-NFT
• Disagree

[vincent]

Really excited and supportive of this proposal and project, also for the reasons you outline. Only thing i’d still discuss is how much fractional ownership we want to give up, and to help draft a follow-up proposal on how we could execute it tokenomics-wise, to create utility for VITA and make it engaging for the broad dao community. Excited to enable our members to directly contribute to funding research

[Gonza]

I love what is coming up!! I have a couple of questions that I would like to ask:

• In the proposed distribution methods, this sentence appears: “Buyers can burn the FAM (erasing those NFTs permanently) and reclaim their VITA at any time”. The USDC that were used to obtain the FAM tokens that are being burned… are they also recovered?

• In the Risks section these sentences appear: “IP leakage. With data transparency between the fraction holders and researchers comes the risk of IP leakage, where fraction holders may disclose confidential information, so we must balance good data management by fraction holders with open science by ensuring that data released to the community does not jeopardize the IP and trade secrets”. Are all FAM holders going to have access to certain sensitive information, or only those with at least a minimum amount of tokens?

I really like the proposal of the ApoptoSENS project as the first case of the fractionalization of an IP-NFT. The fact that Vitalik donated to that project in 2018 gives me a lot of confidence. But I think I’m going to vote to fractionalize another IP-NFT. It would see more interesting that the first use case is in “The Longevity Molecule” research project, since that was the first project invested by VitaDAO. It seems to me that it would make more sense in the history of VitaDAO if all improvements were implemented on top of that IP-NFT first

[benji]

Thanks so much for the thoughtful questions @Gonza !!!

1. No. The USDC will not be recovered. If FAM holders vote on returning the rest of the treasury back to FAM holders (for any reason), that could be done. The idea with the burn is that you as a VITA holder must signal your confidence in FAM, and you demonstrate that by locking the VITA. If new data emerges or for any other reason you stop believing in FAM, you may burn the FAM to signal that and reclaim the VITA (which can be locked in another fractionalized IP-NFT). Over time, we hope that VITA locking signals which IP-NFTs the community has the greatest confidence in.
2. Another excellent question and thank you for asking. This exact point is something FAM holders can and should vote on as early as possible. There are a few options for FAM holdings: 1) any amount of FAM gets full data access, 2) varying levels of data access based on FAM holdings. There are also options with NDA requirements: 1) NDA required, 2) NDA not required. FAM holdings and NDA can also be used in any combination as well. My suggestion would be to institute just an NDA requirement, to allow people to perform diligence without forcing them to buy in, for what it’s worth.
3. In my personal opinion, I disagree that we should do it just because it was the first project VitaDAO invested in. CAR-NK cells have been doing very well in the clinic, and if Amit’s project generates promising data, it certainly has a chance at being a venture-backed startup. Curious what @scienceman thinks though

Thanks again for your great questions and all of these are opinions and very open to others as well.

[Gonza]

Thank you for your answers Benji! Now I have a much clearer idea about the proposal Excited to see what the FAM decide on these issues

Regarding the IP-NFT to be fractionalized, if it is more likely that the ApoptoSENS project will be commercially successful, taking into account the latest data obtained, then it does make more sense to choose that one. A success story of the first fractionalized IP-NFT would be amazing!!

[bowtiedshrike]

Fractionalization is one of the strengths of the IP-NFT model, so the idea is great. De-risking early stage assets is also a strength for VitaDAO (though risk for FAM hodlers). I have some concerns about execution, which is why I think this may be premature.

From what I can see, ApoptoSENS is run by SRF, which is in California. That means SEC compliance is critical, not just for FAM, but also for VITA. There is a lot of talk in this proposal about ‘driving value to VITA’. If passed, this would represent a departure from previous efforts by VitaDAO to fail the Howey test, and maybe remove the protection of a non-US entity responsible for VITA. Most of the DAO are not US securities lawyers. The DAO approach requires public brainstorming and exchange of ideas (which is a strength), and allows people not on the team to post proposals, which is why I don’t think this reflects Vita Core or the team trying to drive value to the token. Regardless, I think the legal uncertainty needs to be resolved first. This might be a place where the Pharma contributors to VitaDAO might be able to help work w/regulators to develop sane regulations.

NDA/IP leak issue should be resolved prior to launch. Has VitaDAO resolved the ‘NDAs with anons’ challenge? While I dislike the idea of ‘accredited investors’, it also might be helpful to provide some training on what an NDA means for token holders, and the liabilities of breaching that NDA.

Is there going to be KYC for FAM token holders? If so, it helps NDA/other issues, but the secondary market is going to be tough, makes it easier for SEC to pursue token holders, and it’s contrary to crypto ethos. It’s also looks like FAM token holders will take extreme risk, if their only option to cash out is to burn the NFT (ie 50% of their money to 0) to reclaim staked VITA. May need some education on the risks (i.e. since it’s early stage biotech, most likely outcome is your IP-NFT value goes to 0).

Will be responsible for creating governance proposals to the ApoptoSENS DAO for which scientific / business development directions should be taken

The relationship between IP-NFT holders and the project team sounds unclear from this statement. IP-NFT holders should decide how they want to pursue the development/protection of their IP, but new experiments, etc should be licensing agreements and/or sponsored projects with the groups developing the IP with established milestones that are reported. Last thing any PI wants is a committee interfering in his science, nor is the PI an employee of the DAO or IP-NFT holders.

I’m unclear on the tokenomics. Will Amit and SENS have to stake Vita, too, or is that only the community? The money raised by the fractionalization goes to VitaDAO, correct? Why is there a cap on the amount fundraised by the FAM launch? If the FAM buyers think the IP is worth more than VitaDAO paid for it, shouldn’t VitaDAO reap those benefits? What is the current royalty model for VitaDAO’s IP? How would royalties be paid out to FAM token holders?

For the IP-NFTs, does VitaDAO hold 100% of the rights to the IP, or is it shared with an institution/tech transfer office/inventor/etc? If it’s not 100% owned by VitaDAO, it would be important for people to know who holds what.

In terms of choice of ApoptoSENS as main target, I have 2 questions. First, how far along are all of the VitaDAO projects? If there isn’t already an end of the year/set time annual Youtube/Poster presentation for projects, implementing one would be helpful for everyone to see what stage each project is at. Even just a table of milestones met/pending and challenges arising for everyone would be good to decide of ApoptoSENS is the best choice to pilot this.

Second, is ApoptoSENS the closest to market and/or highest conviction project VitaDAO is funding? If the first FAM launch goes to 0, future launches with other projects will be much harder. In many ways, fractionalization represents a key test of VitaDAO’s value proposition, so the first project should be the one most likley to deliver a big W for VitaDAO.

Minor notes: FAM token link is gated by Google sign-in

[benji]

@bowtiedshrike

Second, is ApoptoSENS the closest to market and/or highest conviction project VitaDAO is funding? If the first FAM launch goes to 0, future launches with other projects will be much harder. In many ways, fractionalization represents a key test of VitaDAO’s value proposition, so the first project should be the one most likley to deliver a big W for VitaDAO.

Incredible thoughts and questions @bowtiedshrike. Apologies for the vagueness in the original proposal - I wanted it to be short enough so that people might actually read it but appreciate you pointing out the holes. I also pinged Chris to give permissions to the FAM agreement. Apologies there.

Regardless, I think the legal uncertainty needs to be resolved first. This might be a place where the Pharma contributors to VitaDAO might be able to help work w/regulators to develop sane regulations.

I’ll let the lawyers speak to the legal questions you asked and for that will ask @Jesse, Chris Byrnes, and others with actual legal degrees to comment. They have spent a ton of time explaining it to me but better to hear it from them. In short, FAM is structured as a joint venture agreement, and fails the Howey test because it does not rely on the efforts of others. Here’s a quote from the agreement.

No Expectation of Profits Derived Solely from Efforts of Others. Each []-FAM Token Holder agrees that they have no reasonable expectation of any reward, profit, or gain from being a []-FAM Token Holder based solely on the efforts of other []-FAM Token Holders, including but not limited to []-FAM Token Minter. To the extent permissible by Applicable Law, each []-FAM Token Holder hereby waives any right to seek damages, profits, or any other remuneration from []-FAM Token Minter, or any other []-FAM Token Holder, on the basis that []-FAM Token Holder participated in this Agreement with the expectation of any reward, profit, or gain from the efforts of others.

NDA/IP leak issue should be resolved prior to launch. Has VitaDAO resolved the ‘NDAs with anons’ challenge? While I dislike the idea of ‘accredited investors’, it also might be helpful to provide some training on what an NDA means for token holders, and the liabilities of breaching that NDA.

This is an important question I’m not sure the answer to and to avoid saying something incorrect I’ll also ask the lawyers to comment here.

Is there going to be KYC for FAM token holders? If so, it helps NDA/other issues, but the secondary market is going to be tough, makes it easier for SEC to pursue token holders, and it’s contrary to crypto ethos. It’s also looks like FAM token holders will take extreme risk, if their only option to cash out is to burn the NFT (ie 50% of their money to 0) to reclaim staked VITA. May need some education on the risks (i.e. since it’s early stage biotech, most likely outcome is your IP-NFT value goes to 0).

For anyone who would like to purchase >3k USD of FAM, this will require an email (partial KYC). For anyone who would like to purchase >10k USD of FAM, this will require full KYC. However, though these individuals will be sharing their identity with Molecule, we will keep their PII secure and give users the option to share or hide any PII. In this sense, members can stay anon to the community. Happy to discuss this further, but I’m sure you get the point. We are also considering KYC providers such as Quadrata and Notebook Labs, which enable zero-knowledge KYC.

Last thing any PI wants is a committee interfering in his science, nor is the PI an employee of the DAO or IP-NFT holders.

The same thing could be said for an entrepreneur and their board of directors. Ultimately the PI will have ultimate control, but to maximize their funding, it will likely be in their best interest to compromise with the community.

I’m unclear on the tokenomics…who holds what.

SRF does have a stake in the IP, albeit a small one. I will let others (@Taliskermalt) say whether we are allowed to share the exact licensing terms. The idea is that SRF would get their pro rata share of FAM as well - a tokenized representation of the rights they already have. Yes, the money raised goes to VitaDAO. The cap was the total investment and fees paid by VitaDAO to recoup its investment, but I agree with you completely that FAM buyers may value the IP higher. I believe this may have also have had a legal rationale for it if I remember correctly. @Chris can you please speak to this and also the royalty structure?

In terms of choice of ApoptoSENS as main target…

We are in contact with Dr. Sharma and will get data to the community when we have it.

Second, is ApoptoSENS the closest to market and/or highest conviction project

I think this depends whom you ask. However, it is certainly one of the top projects and we certainly are bullish on the project. We are certainly trying to deliver that W though.

Thanks so much again for your questions. Very impressed with them FWIW.

[skamy]

Hi, thank you for the proposal.

I did have a few questions.

I’m wondering how would this technically be implemented, would an existing protocol be used or there is a need to build a custom solution tailored for IP-NFTs? What is the difference between FRENS and FAM tokens, why would we need two instances of fractionalization? Would it be simpler to just have FRENS?

For anyone who would like to purchase >3k USD of FAM, this will require an email (partial KYC). For anyone who would like to purchase >10k USD of FAM, this will require full KYC.

If that is the case, “stealing” the IP confidential data would be simple; providing a burner email and minting would be enough. I believe if we expose any IP data, we would need to do full KYC and disallow transfers without the permission of the parent IP-NFT, as to avoid the transfers onto an untrusted.

Again, thank you.

[bowtiedshrike]

What is the difference between FRENS and FAM tokens, why would we need two instances of fractionalization? Would it be simpler to just have FRENS?

As I understand it, FAM is fractionalization of the IP itself and will confer some ownership rights/benefits (but VitaDAO retains majority stake). FRENS is a license to use the IP, but gives no ownership rights. So they will have different use cases.

[benji]

Thanks for your questions

Our current implementation of IP-NFTs using ERC-1155 base primitive, which allows for fractionalization fairly easily. Projects like https://tessera.co/ have a similar implementation. What we’re doing technically is not novel from a blockchain perspective. @bowtiedshrike answered the question about FAM / FRENS. Different use cases and will require different implementations. The proposal here is about FAM and so I’m trying to keep the conversation focused there.

If that is the case, “stealing” the IP confidential data would be simple; providing a burner email and minting would be enough. I believe if we expose any IP data, we would need to do full KYC and disallow transfers without the permission of the parent IP-NFT, as to avoid the transfers onto an untrusted.

This is a fantastic point and goes into one of my answers above. You are right and this is why I am advocating NDAs as a gate to seeing confidential data, not FAM ownership alone.

Your point around FAM transfer restrictions is one we have discussed internally and are going to ultimately leave this to the FAM holders. They may want a restricted asset, may want a freely trading asset. If FAM is sufficient to decrypt confidential information, this may require restricted trading as you mentioned. If it is not sufficient, there is less risk of it being freely trading.

Please let me know if you have any other questions!

[jundoima]

Could there be benefits to cap the amount a single entity/DAO member can invest in? Should holders of $VITA have the right to participate at less weight than 1:1, e.g 1 VITA = right to invest in 0.10 FRENS.

[benji]

Absolutely. That VITA/FAM exchange rate is up to the DAO to decide - 1:1 in value was just an initial proposition.

[cbyrnes]

I definitely echo Benji’s comments about the high-quality questions and comments here. Many thanks to everyone, as this type of collective thinking is itself proof to me of the power of desci.

As for the securities-related questions, we’ve structured FAM (and FRENS) as legal primitives that enable IP commoning: cross-licenses among token holders for specific purposes, namely the joint development and experimental use of emergent IP. As far as I know, there is no precedent for regulating such a structure as a security, nor should there be given how much such a participatory structure falls outside of the Howey test and SEC guidance.

However, pretty much anything can be a security if it’s touted a particular way. Regardless of the intended structure of FAM (including the “No expectation of Profit Derived Solely from Efforts of Others” language), I can imagine how one could take FAM and use it to create an investment vehicle that would seem much like a security. To these ends, we need to be careful about how FAM gets marketed here (e.g., not being sold for the purpose of pumping up the value of FAM or VITA, or creating any other type of arbitrage) if we want to minimize securities-related risks.

My broader goal with FRENS & FAM is to create legal primitives that empower the community to co-govern and co-develop IP, while leaving each minter the ability to freely design with the primitives. This may lead to some uses of the protocols that are more regulatory suspect than others, but also help to ensure that the entire protocols don’t fail if one particular use case goes awry and gets slapped down. A good analogy is to think about “IP cores” in tech (i.e., semiconductor logic blocks), though I’m trying to build something more akin to legal primitives for an “IP licensing core” for IP-NFTs, where FRENS & FAM can be used to design novel logic and value flow inside the micro-economy of each IP-NFT.

As for NDA/IP leak issues, there are several strategies that one can use to drop the hammer on misappropriating IP, which technically would arise as “trade secret misappropriation”. Once there is a breach, all of the enforcement strategies require litigation, which is expensive and a total drag. However, the risk isn’t all that different from what any large corporation faces with employees (all of whom are simply under NDA obligations). The most cost-effective strategy is to be as careful as possible with who has access and to try to build in clear bread-crumb trails to everyone who does access. If there is unauthorized access, then one typically waits to see if the misappropriated IP shows up anywhere. If it does, then it’s worth spending on enforcement and going scorched earth: trade secret misappopriation, possible economic espionage criminal charges, invalidation of any patent that incorporates stolen IP, possibly sic some patent trolls on the offender. One can make it very uncomfortable, but it’s expensive. If misappropriated IP isn’t ultimately commercialized, then it doesn’t really matter. It’s just some knowledge out there.

Regarding the tokenomics/royalty structure, the FAM protocol leaves it to the minter to establish. Having each FAM token represent a pro-rata share of royalties/sales proceeds keeps it simple, but the royalty schedule could theoretically be structured in any way. The minter could even allow the FAM community to propose and co-govern royalty distributions in a more hands-on way. As Benji mentioned, entities that already have a contractual stake to royalties per the underlying sponsored-research agreement (e.g., SRF) need to be honored as a matter of law, so we can also make that fully transparent. I’m checking with some of the other legal folks who worked on this one to confirm that we don’t need to take any steps under the agreement to disclose the exact licensing terms. As soon as that’s confirmed, we can add that transparency here.

[longevion]

Yesterday at the Longevity Dealflow WG weekly sync meeting we’ve had debates around which project should be fractionalized first, and launch parameters (percentage sold, price, date / market conditions, etc).

I think almost everyone is excited about fractionalization.

Probably a majority think ApoptoSENS should be the first one.

Around the launch parameters, there were many opinions. Instead of locking in exact parameters here, I propose we empower a squad, or the WG(s), to make these decisions with a quick feedback loop. (optionally within a range, like up to 30% instead of 30%, up to price $XYZ, where funds can go, etc)

I suggest we unbundle polling.

• Fractionalize a project (yes/no/abstain)
• Choose between 3-4 projects, multiple at once, or “other” (multiple choice)
• optionally, squad proposed (yes/no/abstain?)
• not recommending to vote on launch parameters except within a rough range if there are strong arguments for it (or vote on that closer to launch, after the squad has good reasoning for those)

[longevion]

Let’s either incorporate in the proposal the conditions for FAM holders to be entitled to confidential info or leave this to the squad to iterate on until it’s fully baked and ready to launch. To consider dollar amount, if only under NDA & KYC or with staking some amount (similar to the full liability), etc. Don’t think it should be by default.

What happens with the staked VITA if you want to sell the FAM to someone else?

Can we go into the terms of the original agreement on this forum or rather in the discord thread?
The original agreement mentioned SENS will get 5% of the equity in a spinout company but nothing about IP fractions.

[benji]

Thanks for your question.

What would FAM holders automatically be entitled to? Confidential info, data? By default or only under NDA & KYC or with staking some amount (similar to the full liability)?

Spoke about this in more detail above VDP-73 [Governance]: Fractionalization of ApoptoSENS IP-NFT - #4 by benji - but the long story short is that there is design space here and it would be up to the FAM holders to decide how confidential data is treated. We can work on smooth NDA / KYC if that is decided to be a requirement.

What happens with the staked VITA if you want to sell the FAM to someone else?

The staked VITA would remain staked even as FAM is transferred. However, only the FAM holder can claim the staked VITA (if the FAM is burned).

Can we go into the terms of the original agreement on this forum or rather in the discord thread?
The original agreement mentioned SENS will get 5% of the equity in a spinout company but nothing about IP fractions.

I’ll leave this up to you. This is a legal question I’ll let one of the lawyers address if they’re able @cbyrnes

[benji]

At the time of writing - it appears the vote is outright Disagree. If Agree - Approve fractionalization, but with a different IP-NFT is the swinging voting choice, agree we should decouple the two, but until then I think we can use the binary voting choices as the deciding votes. I would certainly appreciate understanding why people disagree rather than silent disagreement!

[longevion]

From the call yesterday I can say people want more regulatory clarity (you mentioned 3rd party law firm), and some don’t like certain details about the implementation (percentage, price, sacrificing VITA stake / FAM, etc)

[benji]

Re regulatory clarity: will leave that question to @cbyrnes but if there’s any specific questions they have that would be helpful. The truth is we are operating in regulatory uncertain environment so I’m not sure how much clarity we will get.

some don’t like certain details about the implementation (percentage, price, sacrificing VITA stake / FAM, etc)

More information or details around specific questions would be helpful. These points are a bit too vague to substantively comment on.

[longevion]

Let’s try polling more:

Do you agree we should fractionalize an IPNFT?

• Agree
• Disagree
• Not sure / need more info

Which project should be the first one?

• ApoptoSENS
• Other (please comment)
• Multiple at the same time
• Not sure / need more info

Do you agree to give leeway in the parameters (% sold, price, terms for locking and unlocking VITA, etc) to the squad leading this (Benji, Laurence, Tim, Todd, Alex)?

• Agree
• Disagree
• Other squad members (please comment)