X-Message-Number: 9027
Date: Mon, 19 Jan 1998 01:09:46 -0800
From: Paul Wakfer <>
Subject: Re: CryoNet #9016 Prometheus and 21CM
References: <>

Mike Darwin -- oops -- Joan O'Farrell, COO of 21CM wrote:

> the Prometheus Project, The
> Prometheus Pilot Project and the Life on Hold Trust (hereinafter referred
> to as "Prometheus")


I am sorry to see that you (and many others) are having trouble with the 
multiplicity of

names which are related to the Prometheus Project and do not fit into the 
every-day,
simpleminded mold of standard for-profit, or not-for-profit corporations.Let me
elucidate these names one more time.


The Prometheus Project (PP) is simply an "idea" which I began and am now 
continuing.

There are a few other people who are doing various things for PP and I am 
coordinating

these efforts, but there is no official or formal organizational structure 
attached to

PP. That is probably the way it will remain -- as an "attracting idea" for 
cryonicists
and life-extensionists.


The Prometheus Pilot Project (PpP) is the body of research which will be 
conducted this

year at a research institute associated with a major university medical center. 
The

science plan of the PpP (reversible cryopreservation of hippocampal brain 
slices) is

almost complete and will soon be submitted to the research institute for 
approval and
release of their grant funds to it. The PpP is directly in the mainstream of

neuroscience research and has the potential to be of major value for several 
areas of

that field of research. In fact, the PpP had to be designed this way in order to
satisfy

the requirements of the establishment research institute. In addition, this fits

squarely with the current positioning of the promotion of the PP towards 
mainstream

science and medicine. On the other hand, the reversible cryopreservation of 
hippocampal

brain slices will also be a major step on the road to the reversible 
cryopreservation of

whole brains. Thus, Greg Fahy's brilliant research proposal for the PpP has 
optimally
satisfied both requirements.


A business trust called Life On Hold Trust (LOHT) *was* to have been the 
organizational

vehicle which would conduct the PpP research in conjunction with the research 
institute.

LOHT would have bought and owned the specialized equipment which will be needed 
and will

also be able to be used for future Prometheus research (or rented/loaned to 
21CM). It

would also have been the entity which would have retained ownership of any 
intellectual

property which comes from the PpP research. However, because many people have 
not

understood, or been concerned to learn about the concept of a business trust and
its

ability to ultimately award distributions of assets to its beneficiaries (who 
can be any

its Secretary/Protector choose which are not fiduciarily connected with the 
Trust), I

have decided to abandon this idea (at least for now). Therefore LOHT (which was 
not yet

instrumented, BTW) will not be the organizational vehicle which executes the PpP
research. Instead, the Full Length Life Society (FLLS) which is an instrumented

charitable trust and can issue donation receipts which may be applicable to a 
reduction

of the donor's taxable income, will directly conduct the PpP research replacing 
LOHT

with respect to everything stated in this paragraph. This means that no 
"investment" (in
the technical, SEC/IRS meaning of the term) in PpP research is possible.


If people have wondered why I didn't just go right off with a for-profit 
corporation as

I originally planned, the reasons are two-fold. First, and foremost was the lack
of

funding (and the gross waste of what small initial funding might be available) 
to jump
through the SEC hurdles of setting up a company and issuing a prospectus for a

corporation which would have a large number of small and "unqualified" 
investors. The

cost for this was estimated to be a minimum of $30,000 (which is almost half 
that which

we now have available as "our" part for the whole PpP). Second, was my belief 
that the

structure of a for-profit corporation is *not* adequate to safeguard the purpose
of the

Prometheus Project and hold steadfastly to its objective over the long term of 
its 20

year development life. I have since realized that there are some ways in which, 
while

still not ideal, the for-profit corporate structure can perhaps be made 
adequate. Third,

was the fact that for-profit, limited liability corporations are government 
created

fictions which I do not believe are a proper part of reality and which I have 
always

abhorred. However, that philosophical viewpoint is not something which I can 
expect to
easily transfer to others and should not have let influence my thinking.


Hopefully, as 1998 proceeds, there will be enough money available from 
contributions to

the Prometheus Project to afford to pay the legal costs associated with setting 
up an

investment vehicle, or at least a vehicle which will allow those who support the

Prometheus Project with their hard earned cash, the chance of gaining a monetary
reward

in the far future. Thus, for the next major step in the Prometheus Project 
research, I

anticipate that share purchases will be available as well as the continuation of
donations to FLLS.

> 1) There is currently no relationship between Prometheus and 21st Century
> Medicine.

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.


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.


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.


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.

> 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.


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?

> 3) We note from both public and private communications that similar
> conclusions have been reached by the Alcor Life Extension Foundation, the
> Immortalist Society, the Cryonics Institute and the American Cryonics
> Society.


So what? Does this now mean that 21CM which has heretofore been suspect by, and 
almost

feuding with both Alcor and CI are now supporting their uncooperativeness with 
the

Prometheus Project? I note that CryoCare Foundation, which is a $10,000 per year
pledger
(nothing for PpP yet) is not mentioned.

> 4) 21CM is a for-profit biomedical research and development company with
> current research commitments in the areas of cardiopulmonary-cerebral
> resuscitation, shock, and liquid and solid state preservation of the heart,
> brain and kidney.  At this time 21CM has substantial intellectual property
> in these areas and is pursuing patent protection.  It is a core objective
> of 21CM to aggressively pursue commercial development, application and
> profit from the intellectual property and technologies it develops.
>
> 5) Pursuant to 4) above, any cooperative ventures or agreements 21CM enters
> into with other entities (for-profit, non-profit, corporations,
> individuals, trusts, etc.) will be rigorously structured to protect the
> interests of 21CM.


I have no problem with that. FLLS has no desire to gain the unearned from anyone
and
does not wish to give anything away either.

>  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.


(Many people do not know that I have a flair for legal documentation and having 
been
doing constitution, bylaws and contract agreement writing for over 20 years. In

cryonics, I wrote the updates to the Cryovita corporate bylaws, the intellectual

property agreement between Cryovita and 21CM, the original, very complex 
CryoCare

bylaws, all the contracts and agreements between CryoSpan, ACS and CryoCare, 
some early

21CM documents, and as recently as 2 1/2 years ago a major 21CM agreement with a

research contractor. This is why it annoyed me when people jumped on me over the
question of legality of the original structure which I had set up.)

> 6) As previously noted, 21CM is a for-profit privately held stock
> corporation.  Suggestions that 21CM be the recipient of donations from
> Prometheus "pledgers" or "investors" are inappropriate. While it is true
> that 21CM has as a core research goal the development of reversible
> biopreservation methods for organs and organisms (including and especially
> the mammalian brain) it is also important to understand that the company
> has research commitments in other areas which promise an anticipated faster
> track to commercial application and revenue generation and thus that the
> priorities of the company will be influenced by these other research
> activities.


This reiterates what I have stated several times. 21CM does not want investments
from
Prometheus pledgers.

> 7) Individuals wishing to support brain cryopreservation research via
> directed _charitable contributions_ to a  501(c)3  tax-exempt, nonprofit
> corporation should contact the Life Extension Foundation at 1(800)
> FOR-LIFE.


However, it looks like they will take donations (found money, free of 
encumbrances).I am

not sure how this would work, since currently LEF funding goes into all forms of

research which 21CM is pursuing. Furthermore, LEF has in the past indicated 
complete

agreement to pass on 100% of directed donations to whatever entity is doing the 
research
of the Prometheus Project.


I again wish to make it clearly understood that when an organization is formed 
with

clearly charitable purposes and a charter clearly containing all statements 
required by

the IRS regulations for acceptance as a 501(c)3 tax-exempt organization, as FLLS
has

done, then those receiving receipts for donations to that organization are 
already

entitled to deduct the amount from taxable income according to the rules of 
their tax

return. Even if FLLS is *not* subsequently granted blanket official 501(c)3 
sanction by

the IRS, the deductibility of such donations from taxable income will only be 
disallowed

upon audit and be subject to a simple interest penalty, and may even so, be 
allowed as a

charitable donation. Again such action by taxpayers is not cause for any 
prosecution and

may still be allowed even if the organization giving the receipt does not get 
blanket

approval. (I wish everyone would stop being "afraid of their shadows" where 
anything to
do with government is concerned.)

> 8) Questions regarding the present or future status of Prometheus should
> _not_ be directed to 21CM, its directors or officers,


This is quite correct. They should be directed to me, to Greg Fahy, or to other 
trustees
as they come on board.

> 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".

-- Paul --

 Voice/Fax: 909-481-9620 Page: 800-805-2870
The Prometheus Project -- http://www.prometheus-project.org
Perfected Suspended Animation for Patient Stabilization
until Cures for Their Terminal Diseases are Available

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