[grabeh]

I would strongly recommend assignment to the company. As you allude to, any investor will want to see core IP in the ownership of the company, and to not have this, even in the presence of a cast-iron license agreement, will be off putting.

Having said that, you could mitigate through an arms length license agreement but it would have to be water-tight and obviously there's a tension between protecting your friend's patent and protecting the company's rights in that patent. The more it protects the company, the less confidence your friend would have (perpetual grant of rights vs time-limited, termination triggers etc).

You could also always start off with a license to give the company confidence, but if you are subsequently looking to fundraise and see investors are being put off, look to assign the patent to the company. The license could even incorporate an option to purchase to give the company further certainty that for the right price it could acquire the rights.

Hopefully some food for thought!