Spring 2022

Let's start this Spring's series by returning to a startup pitch we discussed at the start of our Fall series: Jane Chen and her company's novel solution, Embrace, to care for children in developing countries born premature. However, this time around, we will treat the company like a startup born from University research to highlight how the context and process for launching this startup might be different.

:: PLEASE READ OR WATCH ::

Watch:

Chen, J. A warm embrace that saves lives. (video)http://www.ted.com/talks/jane_chen_a_warm_embrace_that_saves_lives

:: FOR FURTHER BACKGROUND ::

What is Tech Transfer. AUTM.

Technology Transfer. Massachusetts Institute of Technology, Technology Transfer Office.

Technology Commercialization Process. University of California, Knowledge Transfer Office.

Our Process. Stanford Univerity, Office of Technology Licensing.

Bill Aulet. (2017) Disciplined Entrepreneurship Workbook (sample chapter). Hoboken, New Jersey: Wiley & Sons, Inc.

How does a company "start" and how does ownership take shape for the founders? How do founders and investors “tease out” the risk/uncertainties along the way, and how do their respective ownership stakes change? The early history of the relationship between Genentech and VC Kleiner Perkins will provide the story supporting our discussion.

:: PLEASE READ ::

Feld, B. (2004). Venture capital deal algebra. Feld Thoughts, July 7, 2004.
http://www.feld.com/archives/2004/07/venture-capital-deal-algebra.html

:: FOR FURTHER BACKGROUND ::

Sally Smith Hughes. Genentech: The Beginning of Biotech. Chicago: University of Chicago Press.

The Invention of Recombinant DNA Technology. Life Science Magazine, November 11, 2015.

G. Felda Hardymon & Tom Nicholas. (2012) Kleiner Perkins and Genentech: When Venture Capital Met Science. Harvard Business School Press.

Just in time for Valentine's Day, Our job for today's discussion is to gain some insight into the challenges that can emerge among founding teams as they attempt to agree — at the birth of the company — upon key issues such as: (1) roles & responsibilities, (2) respective ownership interests in the company, and (3) decision-making when the times get tough.

:: PLEASE READ / WATCH ::

Touve, D. Founders agreements. http://strtp.com/notes/founding/founder-agreements/

:: FOR FURTHER BACKGROUND ::

Linfield, J. (2015). Founder Basics: Founder’s Stock, Vesting and Founder Departures. CooleyGO, Cooley LLP. https://www.cooleygo.com/founder-basics-founders-stock/

Gallagher, B. (2013). Evan Spiegel and Bobby Murphy say alleged Snapchat co-founder never had equity. TechCrunch, July 31, 2013. http://techcrunch.com/2013/07/31/spiegel-murphy-say-alleged- snapchat-co-founder-never-had-equity/

Cooley LLP, START articles https://www.cooleygo.com/topic/start/

Frank Reginald Brown v. Snapchat (lawsuit filed in LA Superior Court).http://www.scribd.com/doc/127601158/Frank-Reginald-Brown-vs-Snapchat

Orrick, LLP. Examples of Startup Legal documents. http://www.orrick.com/Practices/Emerging-Companies/Startup-Forms/ Pages/Forms-Founders.aspx

De La Merced, M. J. (2014). Lawsuit questions Square's startup story. New York Times, January 30, 2014. http://bits.blogs.nytimes.com/2014/01/30/lawsuit-questions- squares-start-up-story/

C Corporation, LLC, Sole Proprietor, Non Profit versus For Profit — how are these types of incorporation different, and why form a company in the first place? During today's session, we will outline and discuss the different types of incorporation, while our guest attorneys will answer your questions along the way.

:: PLEASE READ OR WATCH ::

Choose a Business Structure, U.S. Small Business Association
https://www.sba.gov/business-guide/launch-your-business/choose-business-structure

Today we will discuss the key differences among Copyrights, Trademarks, and Patents alongside a deeper dive into what can (or likely cannot) be patented. Our guests from the UVA Licensing and Ventures Group will help us navigate the issues.

:: PLEASE READ OR WATCH ::

Trademark, Patent, or Copyright. United States Patent and Trademark Office, March 31, 2021.

:: FOR FURTHER BACKGROUND ::

United States Copyright Office (2012). What is a Copyright? Circular 1, Copyright Basics.

General Information Concerning Patents. United States Patent and Trademark Office, July 1, 2021.

What is a Trademark. United States Patent and Trademark Office, March 31, 2021.

So you wanna patent something, do ya! Managing expectations, the patent process can take years to navigate with a range of decision points along the way. Once again, guests from UVA's Licensing and Ventures Group (LVG) will Join us for a background on the patent process: from searches for prior art to interactions with patent examiners, and even international filings.

:: FOR FURTHER BACKGROUND ::

Patent Process Overview. United States Patent and Trademark Office, July 29, 2021.

First Inventor to File. United States Patent and Trademark Office, April 27, 2017.

Process for Obtaining a Utility Patent. United States Patent and Trademark Office, October 12, 2021.

As a company — whether an established firm or a startup — wishes to base a product or service upon a patent(s) gained through University research, a license agreement defines the relationship between the University and the company as well as the terms of use for this intellectual property. Our discussion today will demistify the licensing agreement.

:: PLEASE WATCH OR READ ::

Sample Licensing Agreement with Exclusive Rights (PDF). Harvard University, Office of Technology Development.

:: FOR FURTHER BACKGROUND ::

Sample Agreements and Forms. Stanford University, Office of Technology Licensing.

Commercializing and Invention. Massachusetts Institute of Technology, Technology Licensing Office.

How might the funding landscape for the commercialization of science be different from that for other startup companies? What are the differences among angel investors, seed funds, venture capitalists? Not to mention, what different types of capital can these individuals and organizations provide? Joining us today to help answer these questions will be Bob Creeden, Managing Director of the UVA LVG Seed Fund and New Ventures.

:: PLEASE READ OR WATCH ::

Funding Resources. University of Virginia Licensing and Ventures Group.

The "derisking" of early stage fundraising also involves a wide variety of opportunities and protections found in the term sheets agreed upon between founders and investors. We will return to the story of Genentech and Kleiner Perkins to understand how these terms impact both founders and investors as the company grows and in the event of an exit.

:: PLEASE READ ::

National Venture Capital Association (2020). Model Legal Documents: Term Sheet.

:: FURTHER BACKGROUND ::

Touve, D. (2017). Investor Term Sheets. STRTP Teaching Note.
http://strtp.com/notes/funding/investor-term-sheets/

Mulcahy, D. (2013). Six myths about venture capitalists. Harvard Business Review, 91(5), 80-83.

Hoffman, H., & Blakely, J. (1987). You can negotiate with venture capitalists. Harvard Business Review, 65(2), 16-24.

Wasserman, N. (2008). The founder's dilemma. Harvard business review, 86(2), 102-109.

Let's wrap up our Spring series with an opportunity to meet with a small panel of founders who have led startups commercializing inventions or discoveries based upon University research. Throughout the Spring, we have covered just a small sample of the challenges these founders have faced. Now is our chance for an even deeper dive into the experiences of these entrepreneurs.