Patents > Patent/Invention Ownership

ownership/partnership question

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CA_entrepreneur:
A friend (XXX) suggested we go into business together and sell an interesting product that was previously sold but no longer available (and not patented). I was careful not to enter into a formal partnership because I did not know XXX terribly well and wasn't sure I would be able to recreate the product in an effective manner.  Friend had a sample of the old product and I reverse engineered it, consulted with chemists and was able to recreate the product at my time, expense and knowledge. While I was doing all this, XXX showed little interest or capability in helping out or developing it in to a business. I asked XXX to work on a business plan but all friend came up with was a three page product summary (based on material I had provided, mostly cut and pasted). More time and expense was required to make the product sale-ready and I didn't want to be the only contributor, so I waited for XXX to show they could help out. I asked XXX to pay a consultant for his services in order to contribute. XXX said they would pay him but never did

I then learned some unsavory information about XXX's honesty and shady business dealings. I also found out that XXX had registered their own DBA, registered a website for the product - all without telling me. I confronted XXX about it and they didn't respond to me. It has now been three months since I have heard from XXX. I am in possession of all of the ingredients, contacts for acquiring ingredients.

I do not believe XXX knows all the key ingredients. I do not want all my work/expense to go to waste and I would like to go on and develop the product myself.

Can anyone provide me with some advice on how to proceed? Should I send XXX a letter clarifying that we had no partnership? Or does the fact that XXX has not contacted me for three months prove XXX is no longer interested in doing business with me?

Key points are:
-Pre-existing product no longer on the market
-XXX provided initial product sample
-XXX did not contribute financially or otherwise to the reverse engineering of the sample or the recreated product.
-XXX appears to have been planning to take the information I developed and make own business/website out of it.

Any suggestions on how to proceed would be greatly appreciated.

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