<i>You can&#x27;t have your cake and eat it.</i><p>Yes you can.<p>There <i>might</i> be considerable future value in the work done so far. Neither party wants to give up on that, they both want to work on it, but they can&#x27;t agree on a direction. So work out between you what all the non-sharable assets (physical things, brand, etc) are worth right now, and draw up an agreement that gives <i>all of that</i> to one party with an agreement to pay the other party the value of it plus something extra if a business is either funded or sold at any time in the future using those things.<p>Which person gets the assets should default to the person who took on the debt because if that debt is called in they&#x27;ll need to sell those things to pay it off (the fact it was from a friend is irrelevant).<p>All the sharable stuff (code, IP, etc) just get cloned and you get a copy each.<p>Everyone&#x27;s a winner.