"One could have been to offer a percentage of the first "X" amount of licensing revenue in exchange for all the shares and warrants, and could have been done after the closing of the Master Agreement. Sure money for S&L, no cash out of pocket for PTSC,"

First of all you do not know what terms that S&L would have demanded on ANY deal, so you have no way of knowing whether a "better" deal could have been made.

Second of all, if that's the way you look at the transaction you describe, as "no cash out of pocket for PTSC", then you've definitely got a strange way of looking at things.