Simple Summary

Note: This proposal was originally submitted as VDP-84 and is now being resubmitted as part of seasonal governance.

Molecule provides a range of services to VitaDAO’s research projects (detailed below). Historically, fees for these services have been paid in cash from the VitaDAO treasury. This proposal is an offer to the VitaDAO community to pay for Molecule’s IP services in sweat equity (% ownership in IP), as opposed to cash. In order to promote long-term incentive alignment and protect VitaDAO’s cash treasury, Molecule proposes instead of cash, a co-investment right defined as an option to earn, through provision of services, equity in IP-NFTs.

Relevance to the 2023 Strategic Plan and Seasonal Governance Goals

This proposal aims to directly address the “Liquify Research Assets” goal from the VitaDAO 2023 Strategic Plan 3.

This proposal also directly addresses the Seasonal Governance goal 0.3 - Accelerate Research Assets.

Motivation

Supporting VitaDAO’s deal flow and development is time-consuming, requiring the equivalent of several full-time employees to review and negotiate the terms of research agreements, support VitaDAO working groups, and execute project financing.

To date, Molecule’s fee for these services has been 10-15% of the cash amount of funding for the research sponsored via IP-NFT. This is unsustainable over the long term as it depletes VitaDAO’s treasury which is better spent funding longevity research. Recognizing that, starting from the time of the funding of the University of Washington IP-NFT, Molecule agreed with members of longevity-dealflow and VitaCORE leading the deals that it would be willing to accept a percentage of the IP-NFTs instead of cash, leaving the final percentage of IP-NFT assigned to Molecule to be determined via public VitaDAO governance.

This proposal is in furtherance of such public governance.

Our goals are the following:

• Promote the best IP-NFTs and work to make them successfully spun out assets;
• Identify the best economic opportunities for IP-NFTs and assist VitaDAO in out-licensing IP;
• Align incentives long term in promoting the best IP-NFTs to clinical trials and commercialization;
• Design and implement an efficient and robust IP-NFT distribution system through fractionalization; and,
• Ensure the longevity of VitaDAO’s treasury and long-term success of VitaDAO.
• The outcome of this proposal will be formalized in a service agreement drafted by a Tier-1 US IP law firm and, when ready, smart contracts.

Specification

For the right to earn sweat equity in IP-NFTs, Molecule will continue to support a deal-flow and development team to work with VitaDAO on research funding and other projects with the core services specified below. For context, this offer of equity participation in lieu of cash is based on Molecule’s services which it currently offers as part of developing VitaDAO’s IP-NFT portfolio, namely:

• TTO/Deal Negotiation -- We have 1-2 team members dedicated to negotiating with TTOs. This is a laborious process taking anywhere from 1-3 months. See below for a detailed breakdown of time and cost/deal.
• Deal Structuring -- We have created standard deals, licenses, and terms favorable to VitaDAO. We are working with Tier 1 law firms to review and improve them at our expense and to implement a harmonized dual IP-NFT/equity business model.
• Legal Risk -- We are the primary signer of all VitaDAO deals with universities. We incur legal risk on behalf of the DAO, taking agency in closing deals and assigning our rights to the DAO via IP-NFT.
• Research Administration and Research Management -- We will work with researchers to gather interim reports, advise on research direction, help structure incoming data, and ensure timely accounting and controlling.
• Funding and Co-Investment -- We will support and invest into IP-NFTs funded by VitaDAO, helping to de-risk the investments over the long term by sharing the cost/burden of funding additional research milestones with VitaDAO.
• IP-NFT product development -- We are working to develop the IP-NFT framework to VitaDAO’s custom specifications, including self-service minting and fractionalization infrastructure.
• Artwork creation for IP-NFTs -- We have funded and developed custom artwork for the IP-NFTs.
• Fundraising -- We will help with fundraising for IP-NFTs from strategic partners and Molecule investors.
• Spin-out Creation -- We will assist in the creation and development of spin-out companies for the most promising projects among VitaDAO’s IP-NFTs and offer initial executive management services.

For existing IP-NFTs already minted where Molecule accepted a handshake agreement for sweat equity rather than a cash fee, the proposed amounts are 10% of the IP-NFT inclusive of the Jonathan An IP-NFT and for every IP-NFT since that time.

Looking forward, we propose that the percentage of IP-NFT earned by Molecule is decided on a case-by-case basis with the VitaDAO longevity-dealflow working group.

Cost Breakdown per Deal

The total cost per funded deal for Molecule breaks down to $25,000-$30,000 USD across negotiation time, legal, artwork, and additional services. This does not include any costs once the deal is actually funded, such as time for research management, review, spin out and fundraising support, etc.

TTO and Deal Negotiations

Time investment breakdown per project for VitaDAO | | Number of deals evaluated/negotiated/worked on for VitaDAO | | ----- | ----- | | Academic | 24 | | Biotech | 30 | | Total | 54 | | Average time investment | 7.9 | | Deals funded by VitaDAO and supported by Molecule | 5 |

Activity breakdown in hours on average per project | | Average hours per activity and project | | ----- | ----- | | Evaluation science/business/IP| 2.8| | pre-IP call| 1.0| | Relationship building| 1.0| | General deal structuring| 1.5| | Negotiation of deal terms| 1.1| | Closing deal| 0.2| | IP-NFT minting and marketing| 0.3| Activity breakdown in percentage on average per project | | Average workload distribution per activity and project| | ----- | ----- | | Evaluation science/business/IP| 36.1| | pre-IP call| 12.7| | Relationship building| 12.0| | General deal structuring| 19.0| | Negotiation of deal terms| 13.4| | Closing deal| 2.7| | IP-NFT minting and marketing| 4.1|

| Total number of hours| 441.0| | ----- | ----- | | Average number of hours per project| 7.9| | Calculated average costs per project in USD with a consulting fee of USD 250 per hour| 1975| | Calculated average costs per funded deal in USD with a consulting fee of USD 250 per hour (1 out of every 11.2 deals funded)| 22120|

Legal Review

Internal Legal Review USD: 1000 - 2000 Tier 1 Law Firm Legal Review: 2500 - 5000

Artwork

Professional Illustrator (External): 3000-4000 Internal Designer: 1000

Molecule’s Organization Structure

Our services to VitaDAO are organized into different teams:

Research & Development

This team monitors the scientific research landscape engaging with researchers, companies, and universities interested in funding from VitaDAO using IP-NFTs. After identifying interesting funding opportunities, the R&D team evaluates the scientific and market opportunity, negotiates deal terms, signs research agreements, and assigns them to VitaDAO.

Tech/Product

This team develops the IP-NFT infrastructure used by VitaDAO to scale its portfolio.

Legal & Compliance

This team monitors regulations that apply to VitaDAO’s activities, ensuring compliance, and reviews terms for VitaDAO’s sponsored research agreements.

Fees

Molecule earns a co-investment right defined as an option to purchase with cash or earn using labor %s of IP-NFTs minted by VitaDAO throughout the term of the engagement under this agreement.

Termination

VitaDAO may terminate Molecule’s engagement under this agreement for any reason by way of VitaDAO community governance. Molecule may terminate this agreement upon four weeks’ notice posted as a new discussion thread in the VitaDAO governance forum.