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Getting ready for investment

Getting ready for investment. Junaid Haroon Principal Associate +(44)( 0)7423 458181 junaid.haroon@mills-reeve.com. Life Sciences. Full service life sciences practice Pharma/biotech, diagnostics, devices, medtech, specialist service providers Offices nationally …. including at Biocity

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Getting ready for investment

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  1. Getting ready for investment Junaid Haroon Principal Associate +(44)(0)7423 458181 junaid.haroon@mills-reeve.com

  2. Life Sciences • Full service life sciences practice • Pharma/biotech, diagnostics, devices, medtech, specialist service providers • Offices nationally …. including at Biocity • Broad client base – SMEs to FTSE 250 • Extensive international network

  3. Venturecapitalandinvestments • 30 lawyers in the national team • Over 100 deals each year • Total amounts invested – between £100m and £250m • Recognition • L500, Chambers • 4th nationally in terms of corporate deals

  4. Keystagesofinvestmentprocess • Business plan • Preparation for investment • Find an Investor • Agree financial terms • Call the lawyers • Term sheet • Due diligence • Investment Agreement • Articles of Association • Disclosure Letter • Invest funds and go back to running the business

  5. Preparingforinvestment • Key risk areas • Tax • Finances • Corporate records • IP/regulatory • Employees • Contracts

  6. Tax • SEIS, EIS and VCTs • Allow investors to support early stage businesses and enjoy tax relief on their investments • The tax relief is valuable – investors are expecting it, and are not expecting to have it taken off them after they’ve invested! • Access over £2bn of funds per annum • Potentially raise funds on better terms

  7. Finances • Magic is in the numbers • Underpin the entire investment proposal • Need to put your best foot forward

  8. Corporaterecords • Do you know where the statutory records are? • Are these up to date / do they reflect the current position? • Do they reflect what is on Companies House • Easy win – makes you look organised

  9. IP/regulatory • What IP do you own? What do you license in? • What registered IP protection do you have, where is it registered and what is the status? • How reliant are you on unregistered IP rights/know-how? • FTO? • How does the IP map to core products/services? • What is the regulatory pathway to product approval, if any? • What regulatory exclusivity is available? • What possible regulatory challenges are there?

  10. Employees • Factual • Key employee contracts signed and fit for purpose • Adequate enforceable restrictions • Locking in IP value • Strategy • Do you have the right team?

  11. (Customer)contracts • Factual • Do you have any? Are these in writing? • Are these bespoke negotiated contracts or are they on customer standard terms? • What are the onerous obligations? • Change of control/termination rights? • Strategy • Is your revenue concentrated on a few clients?

  12. Summary • Important to prepare • Do take professional advice (from people who have experience in this space) • Questions?

  13. Junaid Haroon 7423 458181 junaid.haroon@mills-reeve.com

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