Chapter 166: Julian's Term Sheet
Julian's term sheet began by limiting Julian.
He sent the concept to Mercer's independent committee, then stepped out. The committee decided whether to submit it to the Trust and Sterling. He could not set price, scope, milestones, or approval timing.
The proposal offered Sterling a path to limited research rights if governance benchmarks remained verified.
No old authorization would return.
No participant could be enrolled.
No clinical claim could be made.
The first stage covered controlled, non-participant laboratory work under a new record system. Expansion required completed audits, safety-route performance, attribution compliance, and separate approvals.
The term sheet set no automatic path to a participant study. Completion of one stage created only a right to request review of another, not a promise of approval.
I received the term sheet as Sterling's Executive Chair.
Then I recused.
My nonoperating Mercer adviser title gave me no negotiation authority there. My Sterling role gave me no power to approve a Trust license. My Trust observer role remained nonvoting.
Three independent bodies reviewed the proposal.
Mercer's committee examined commercial terms and information barriers.
Sterling's independent committee examined staffing, compliance, and whether the company could perform the limited work without using revoked-project authority.
Helena Research Trust examined ownership, scope, attribution, and license conditions.
Julian and I could answer factual questions through recorded channels. We could not amend a term together.
The Trust returned twelve changes.
It removed language implying Sterling had recovered platform rights.
It made audit failure an automatic pause.
It required every public statement to identify the Trust as owner and the work as limited research.
It preserved participant privacy and prohibited use of old project materials beyond authorized closeout or separately approved research.
It also required the license to pause if Sterling misstated scope in public or interfered with Trust governance. Cure provisions could address a correctable notice error; they could not authorize continued work outside permission.
Sterling accepted.
The Trust then approved a narrow, conditional research license through its independent trustees. I did not vote.
That license alone was not enough.
Sterling submitted a separate application to the fictional FBRA for regulated non-participant research activity. The application used a new project number, new record plan, and the reformed governance structure.
The FBRA issued a limited authorization covering only the defined laboratory stage. It explicitly barred participant enrollment, clinical continuation, efficacy claims, and reliance on the revoked authorization.
An independent ethics process approved the same narrow scope.
One permission did not substitute for another.
If the Trust withdrew its license, Sterling had no platform right.
If the FBRA or ethics body withheld approval, Sterling could not conduct the regulated activity.
If Sterling failed governance milestones, the stage paused.
Mara accepted operational responsibility. The scientific panel controlled methods and conclusions. Mina's safety route could bypass both.
The patient council could review participant-facing policy before any later request involving people, but no such activity entered this stage.
I controlled none alone.
Sterling placed the license payments into independent escrow. Under the Trust license, verified amounts would be paid to Helena Research Trust, not Mercer. Mercer gained no ownership or payment benefit from Sterling's limited permission. Julian received no success payment and no private update from me.
The escrow account could not be used to offset Celeste's campaign debt, Northstar costs, or company claims. It preserved the Trust's compensation while milestones were tested.
The public announcement led with limits.
LIMITED NON-PARTICIPANT RESEARCH ONLY.
It contained no cure language, no timeline to a product, and no promise of later approval.
The authority map linked each permission to its issuer and expiration condition. A reader could see that Trust ownership, FBRA authorization, and ethics approval remained separate.
Celeste's proxy group called the arrangement a Mercer takeover. The published authority map showed the opposite: the Trust owned, independent committees negotiated, the FBRA and ethics process approved separately, and Sterling performed only the narrow work allowed.
That was the local result.
Research could begin again in a new form.
The old project could not.
Julian had proposed a door.
The rules, not either of us, decided how far it opened.