X-Message-Number: 9035
From: Ofarrell <>
Date: Tue, 20 Jan 1998 22:42:31 EST
Subject: Re: Cryonet #9027
From: 21st Century Medicine. Saul Kent, CEO; Joan O'Farrell, COO; Mike
Darwin, Director of Research.
Re: Cryonet Message 9027: 21st Century Medicine and Prometheus
Date: 19 January, 1997
In Cryonet message 9027, Paul Wakfer makes a number of statements about
21st Century Medicine (21CM) which are either incorrect, misleading, or
both. We have neither the time nor inclination to enter into a long
debate with Paul Wakfer about 21CM and Prometheus. The purpose of this
communication is to correct matters of fact and to state the company's
position regarding its operating policies.
First, the statement made by 21CM on 16 January, 1998 re Prometheus and
related trusts and organizations was reviewed and approved by Saul Kent,
CEO of 21CM and Joan O'Farrell, COO of the company. Joan O'Farrell as COO
was listed as the contact person, _not_ the author of this release.
Similarly,
this statement carries the names (and has been read and approved by) Saul
Kent, Joan O'Farrell and Mike Darwin and constitutes management's
position as set forth below.
Paul Wakfer quotes from the 16 January 21CM statement:
>> 1) There is currently no relationship between Prometheus and 21st
Century
>> Medicine.
And then goes on to state:
Technically, this is correct. However, the irrefutable facts are:
>1) Saul Kent (CEO of 21CM) and I jointly conspired to bring Greg Fahy out
to work in
>Southern California full-time. Aided by the PpP research grant, this joint
effort
>succeeded after Saul had himself failed to effect this on several
occasions.
This statement is misleading at best. As we understand it Dr. Fahy
accepted full-time employment with another start-up company quite distinct
from 21CM which had objectives far removed from brain cryopreservation.
This company was to have been Dr. Fahy's primary employer and consulting
between Dr. Fahy, Prometheus and 21CM was contractually framed under those
terms. 21CM did not and does not have any "understanding" express or
implied to relate to Prometheus or the other entities associated with it:
PpP, LOHT, etc.
>2) The understanding of the joint venture, which is still in force, is
that Greg would
>be available to direct the research of the Prometheus Project as much as
the entity
>executing the PP research could afford to use him. While 21CM consulting
and other
>projects would use and pay for the rest of Greg's time as needed.
The managent of 21CM wishes to state unequivocally that this is not the
case at this point in time.
>3) Both Saul Kent and then, newly hired 21CM Director of Cryopreservation
Research,
>Brian Wowk, were very much in favor of the idea of synergistically doing
and sharing the
>research to perfect suspended animation, so long as the ownership of
intellectual
>property results were kept separate and distinct. Neither of them have as
yet
>communicated to me that they are not still so in favor. This is also
consistent with the
>fact that when I thought to terminate the Prometheus Project or merge it
with 21CM after
>the 21CM surge in research and money influx of over a year ago, both Brian
and Saul were
>adamant in convincing me to carry on with the Project.
It is the position of 21CM that no agreement exists between Paul Wakfer,
Prometheus and related entities regarding such cooperation. Cooperation
and "synergy" have been discussed in general ways (as they have been
discussed by Paul with a wide range of other individuals and
organizations). Discussion does not constitute a committment. Such matters
are
sensitive, complex and require _written_ agreements.
It is also important to note that Dr. Brian Wowk has no authority to
negotiate for 21CM with Prometheus or with any other entity regarding 21CM
intellectual property or other 21CM management issues (such as cooperative
ventures regarding research). Dr. Wowk is not employed by 21CM in a
management capacity. General discussions have been undertaken to
facilitate Dr. Fahy's involvement with 21CM, however no details of the
mechanics of such cooperation were ever concluded, according to Saul Kent.
>4) Finally, because of some confidential technical reasons, since Greg
arrived here in
>October, only FLLS has paid him any salary. He has received no money
(except some
>expenses) from 21CM. So one might reasonably say that FLLS, has been
generously lending
>Greg's consulting time to 21CM for some 3 months now.
The arrangement between Dr. Fahy and 21CM is not quite as charitable as is
outlined above. Left out of this discussion is the fact that Dr. Fahy's
relocation expenses, his current office equipment and office space, and his
housing are being paid for directly by 21CM or Saul Kent personally, again
independant of any relationship with Prometheus or related ventures. This
amounts to many thousands of dollars of current and ongoing cash outlay;
currently in the amount of $11,699.97 for 21CM to date, alone. Other
arrangements have been made for compensation to Dr. Fahy, again unrelated to
Prometheus and related entities, which are not appropriate for discussion
here.
Again the 16 January release is quoted:
>> 2) Over the past few weeks 21CM has sought legal advice from its
corporate
>> and securities lawyers (based on the information available to us)
regarding
>> Prometheus and the possible structure under which any cooperative effort
>> between Prometheus and 21CM could go forward. We have been advised by
>> counsel that in their opinion any interaction between 21CM and
Prometheus
>> constitutes an unacceptable risk to 21CM due to the structure of
Prometheus
>> and unresolved concerns regarding securities laws, the need for a
>> Prospectus, the need for legal review by competent securities and
corporate
>> lawyers, and the need for a management structure which is accountable to
>> contributors and investors.
To which Paul responds:
>This is, of course, all conservative lawyer talk. They can never be wrong
by rejecting
>out-of-hand anything which isn't standard and which they don't understand.
Please note,
>that *I* was not involved in these consultations, so I have no way of
knowing what
>information was communicated to the lawyers nor how distorted and
misunderstood it may
>have been. What I can say is: now that the only entity related to PP is a
charitable
>trust and all money supporting PpP research will come in as pure
donations, whatever the
>lawyers thought concerning securities issues can no longer be applicable.
Furthermore,
>an unincorporated charitable trust (FLLS) is something about which
*corporate* lawyers,
>by definition, have little if any knowledge. The IRS regulations, which it
must obey and
>are enshrined in its trust instrument, make it totally and tightly
accountable to it
>donors and to the IRS. Finally, what business is it of 21CM's to be
attempting to look
>out for the interests of the Prometheus pledgers and the donors to FLLS?
21CM wishes to reiterate that it intends to follow the advice of counsel in
this matter. Many issues were raised by counsel which are beyond the scope
of detailed discussion here. We are not, however, trying to "hide behind
counsel." It is the position of 21CM management and core staff that
dealing with Prometheus is undesirable. From the start the company has
asked to be left out of discussions relating to Prometheus and if Paul
Wakfer wishes a statement of non-interest and non-involvement by 21CM the
statement made by the company on 16 January should constitute it. It would
seem that Prometheus' best course of action would be to simply leave 21CM
out of the picture to pursue 21CM's business as it chooses, and for Prometheus
to do the same.
>> Further, all such agreements will be subjected to
>> careful review by counsel. _No such agreements are in place between
21CM
>> and Prometheus at this time, nor are they being contemplated for the
future
>> given the current structure and management of Prometheus._
>Well, not only has the structure changed, but I have today (Sunday)
written an
>Intellectual Property Determination, Recording, and Separation Agreement
detailing the
>above cooperation ideas, which has been approved by Greg Fahy, accepted by
Saul Kent
>(via telephone), and will be presented to 21CM lawyers this week.
This statement is not correct. Saul, Kent has entered into no such
agreement on behalf of 21CM. Saul has only had the agreement read to him on
the telephone: he did not accept it. The agreement has been reviewed by
others in 21CM management and research staff and they have _not_ found it
acceptable.
>> as the company has no
>> current or anticipated interest in or anticipated interaction with
>> Prometheus.
>I don't know who authorized this, since it is in direct contradiction to
the
>understanding between Saul Kent and I.However, this should at least have
the benefit of
>finally putting to rest Bob Ettinger's constant insinuations that 21CM and
Prometheus
>are "in bed together".
As was stated at the outset the company's statement of 16 January was read,
_and approved_ by Saul Kent, Joan O'Farrell and Mike Darwin. That
statement constitutes the position of 21CM regarding Prometheus and related
institutions and individuals.
Speculations by others (i.e., those not representing 21CM) on the Internet
or in other venues that 21CM is "going public," is selling stock, or is, or
is not doing _anything_ are inappropriate. It has been said that one of
the most sacred rights is the "right to be left alone." 21CM has never
initiated any public dialogue about Prometheus, related entities or
individuals or
made any statements about 21CM's objectives beyond those in response to
mis-statements or misleading speculation by others. The only people who
can speak for 21CM are the management of 21CM.
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