NBB - Your answer on how proceeds are distributed probably changes depending on the amount they would be selling that particular molecule or group of molecules and patents for. If there are enough tax losses within the Corp to bring the tax down to zero or close to that then the "star" could be sold by ZCC or ZEL efficiently. If on the other hand the "star" sells for say $2 billion as you mentioned, and there wasn't that amount of tax losses available then it would make more sense to spin out the target technology being sold into another Corp and dividend the shares of that Corp to the existing ZCC shareholders. The proceeds would then end up directly with the individual shareholders when the sale is completed, who in turn would end up paying less tax than ZCC, ZEL or a new spinco would if the sale happened within the previous company.

The BOD, management, employees and key shareholders all have a stake in the sale of the company or part there of. IMO it will be done in the most tax efficient manor.

No matter how it might happen I hope that ZCC keeps some kind of deal placement or arrangement fee of 1% or 2% to keep money in their coffers to operate instead of having to raise more funds from time to time and continue to dilute those of us that may end up getting royalty cheques in the future.

Just my 2 cents worth.

tada