Negotiating Term Sheets: A Hot Topic for Fundraising Entrepreneurs

By Gregory Mannix, Vice President International Business Development, LSN

At last month’s Healthtech Partnering Week, McDermott Will & Emery hosted a workshop focused on the all-important Term Sheet. A stellar panel of experts shared their own vast experience in this area, not only from a legal perspective, but from the perspective of a fundraising entrepreneur and an investor. Not surprisingly, this was among the best-attended panels at RESI, therefore, we are sharing the recording with our extended community.

If you have any questions about Term Sheets, feel free to reach out to MWE’s Angus McQuilken.

Nancy Briefs, President & CEO, AltrixBio, Inc.

Nancy-BriefsStrategic business leader with extensive experience creating value, driving strategy and launching product commercialization in diverse life science companies. Deep general management and fundraising expertise having raised over $500 M in equity including IPO. Innovative, collaborative and entrepreneurial, strong communicator and tenacious. Energized by turning innovation into commercial reality, working with creative scientists, and communicating value to partners and investors.

David Hendren, Managing Director, Augmentum Ventures

1602694001824David Hendren has extensive experience launching, financing, and building successful ventures from incubation to exit, with particular expertise in healthcare, biomedical technology, digital health, and related technology and service areas. He has deep knowledge and broad perspective from 25+ years in leadership roles on virtually all sides of the table, including VC, entrepreneur, CEO, board member/chair, advisor, consultant, and counsel. David has led, co-invested and executed deals with leading firms and strategics, with exits including IPO, M&A, and technology licensing transactions. In operating, board, and advisory roles, David has been central to identifying opportunity, building teams, formulating strategy, securing capital, developing business and strategic alliances, and driving successful exits to harvest value for stakeholders.

John Demeter, General Counsel, Khosla Ventures

John-DemeterJohn is the General Counsel at Khosla Ventures. He joined Khosla in 2016 and has been working with investors and entrepreneurs since 2007. Prior to joining Khosla, John spent nine years at WilmerHale where he represented investors and entrepreneurs in hundreds of financing and acquisition transactions. Given his experience, John has also served as an adjunct professor and guest lecturer at numerous Bay Area law schools on the topic of venture capital transactions.

Prior to attending law school, John held sales and marketing positions at two Bay Area venture-backed companies, had an ever so brief career in local radio, and spent a year working at his family’s commercial transportation business.

John received CORe certification from Harvard Business School Online, his JD cum laude from University of San Francisco School of Law and his Bachelor of Arts in Communications from Boston College. A Bay Area native, John is passionate about the local sports teams. He lives in San Francisco with his wife, four young children and loyal pack of dogs.

Mark Mihanovic, Partner, McDermott Will & Emery

Mark-J.-MihanovicMark J. Mihanovic, head of the Firm’s California Corporate group and head of the Emerging Companies/Venture Capital group, focuses his practice primarily in the areas of corporate finance and mergers and acquisitions. He represents companies in a broad range of industries, with a particular emphasis on technology, life science and health care companies. Mark serves as corporate liaison partner in the Firm’s strategic alliance with MWE China Law Offices based in Shanghai. Mark serves as lead counsel on behalf of issuers and underwriters in public offerings and private placements (including private investments in public equities (PIPEs)) of equity and debt securities. He handles stock and asset acquisitions, divestitures, mergers, proxy fights and joint ventures and has had primary oversight responsibility for the regional and worldwide acquisition programs of multiple clients. Mark represents early-stage companies in connection with formation and organizational issues and venture capital and other financings and has also represented investors in complex venture capital transactions involving equity and debt. Mark has substantial experience advising corporate boards of directors and management regarding fiduciary duties (including in connection with potential change in control transactions and consideration of “poison pill” stockholders rights plans) and corporate governance issues. He assists publicly traded companies with their Securities and Exchange Commission filings and other securities compliance matters. He also advises investment banks on securities compliance issues and in acting as financial adviser and delivering fairness opinions in the context of acquisitions and restructurings.

Aroma Sharma, Partner, McDermott Will & Emery

1517735011203Aroma Sharma focuses her practice on a wide range of corporate and transactional matters, acting predominantly for private and emerging companies. Aroma has advised clients on mergers and acquisitions, debt and equity financing, corporate and equity restructuring and recapitalizations and joint ventures in various industries, including technology and health and life sciences. She also advises clients regularly on general corporate and corporate governance matters. Aroma also has experience working on cross-border transactions, including business’ international expansion into new territories.

Aroma regularly serves as primary outside counsel for clients. She understands the importance of knowing a client’s business, and completed a secondment with a large, multi-national accounting and advisory firm, assisting with drafting and negotiating commercial transactional agreements.

Aroma was also a fellow in Entrepreneurship, Social Entrepreneurship & Innovation at NYU School of Law and has a special interest in working with social enterprises and sustainable businesses.

Hot Investor Mandate: Asia-Headquartered PE Firm Invests in Venture Stage Life Science Companies in Therapeutics, Devices, Diagnostics

A private equity firm headquartered in Asia with multiple offices throughout USA and Asia has a dedicated life science investment team and invests in venture stage companies. The firm invests in various stages, typically start-up and early stage. For life science companies, the firm generally allocates USD 3-5 million per round. The firm is currently focused on opportunities in the US, Israel, and Asia.

The firm invests opportunistically in the life sciences. The firm seeks to invest in innovative therapeutics, diagnostics, and medical devices. For therapeutics, the firm generally invests in novel platform technologies and considers both small molecules and biologics. The firm is indication agnostic and will consider orphan diseases. The firm is also agnostic to the stage of development, but typically invests in companies with a lead asset in clinical trials. For medical devices, the firm is also opportunistic and generally invests in devices that are in the clinic. The firm generally only invests in new IP/NCEs, and does not invest in repurposed or reformulated products.

The firm is currently focused on private companies in the US, Israel and Asia. The firm generally requires a seat on the board of directors or observers.

If you are interested in more information about this investor and other investors tracked by LSN, please email mandates@lifesciencenation.com.

Hot Investor Mandate: Investment Arm of Large Holding Company Seeks Diagnostics & Digital Health Technologies Across the Globe

A venture capital fund part of a large holding company looks to provide a unique stepping stone for successful companies to broaden their global reach. The firm offers partners deep understanding of relevant audiences and a unique opportunity for truly innovative, trail-blazing consumer-related digital health ventures. The firm is looking to invest in digital therapeutics, POC diagnostics, and other dHealth companies from seed stage and beyond. The firm is interested in companies with well defined, relevant products and solutions, preferably with initial validation or proof-of-concept. The firm invests globally.

Within the digital health and POC diagnostics space, the firm has many areas of interest. These include, but are not limited to, telemedicine, remote monitoring, patient adherence, femtech and aging, medication dispensing, digital therapeutics, POC and home diagnostics.

The firm has no specific requirements for company and management team, and makes decisions on a case-by-case basis. The firm can lead or co-invest.

If you are interested in more information about this investor and other investors tracked by LSN, please email mandates@lifesciencenation.com.

Hot Investor Mandate: International Corporation Strategically Invests Up to $5M in Global Connected Device & Telemedicine Solutions

An international corporation that manufactures and distributes printing, imaging and optics products develops and distributes medical imaging products for diagnostic use by healthcare professionals, including x-ray, ultrasonography, image analysis, and point-of-care diagnostics. The corporation has innovation centers are established in major regions around the world as the core engine of growth for the corporation. The mission is to gain a deeper understanding of customers’ needs and develop, through strategic partnerships and investments, novel products and solutions to expand the corporation’s business in existing and new markets.

The USA-based innovation arm focuses on healthcare, next generation enterprise solutions, workplace of the future, robotics, and connected intelligent enterprises (IoT, AI, Data Analytics). The firm typically makes Seed to Series A investments of less than $5 million with ownership stakes of less than 20% equity in private companies. The firm is looking to partner and/or invest in companies that can benefit from the variety of assets of the corporation (R&D, Manufacturing, distribution channel, field service) and are interested in building a large, sustainable business with the corporation.

The firm seeks to strengthen the corporation’s core business, explore new areas of innovation, and identify key players in these ecosystems. Within healthcare, the firm focuses on telemedicine and connected device solutions for applications such as patient management and virtual clinics. Other areas of interest include population health, patient engagement and medical image analysis. The firm considers products that have completed prototypes or achieved proof of concept with a clear path to FDA clearance (where needed).

The firm drives corporate innovation by managing the entire lifecycle of new business development, from ideation to actual business realization. The innovation centers closely collaborate with a diverse range of entities, such as academic institutes, research institutes, partner companies, and startups. The outcomes of collaboration become the co-innovations for our customers and ourselves. The firm would like to obtain distribution rights for companies located in their headquartered country; however, this is not a requirement for collaboration.

If you are interested in more information about this investor and other investors tracked by LSN, please email mandates@lifesciencenation.com.

Hot Investor Mandate: USA-Based Pharma Seeks Partnership and Research Collaboration with Companies in Inflammatory and Autoimmune Diseases

A USA-headquartered firm is focused on delivering novel, transformational medicines with optimized pharmacology and pharmacokinetics globally for patients suffering from inflammatory and auto-immune diseases. To that end, the company has built a clinical late stage therapeutics pipeline and is seeking  collaborations with companies with compelling early-stage programs and technologies within its core therapeutic areas of interest, and is willing to consider multiple partnering structures ranging from investments (active or passive) to in-licensing. While primarily interested in therapeutics, assuming a fit with the firm’s areas of interest, the firm is willing to consider partnerships and investments around other technologies. Furthermore, the firm is willing to partner with companies across the globe.

The firm’s areas of interest are in inflammation and auto-immune conditions, with a focus on GI and dermatologic disease. Also of interest are any technologies relating to the microbiome. As a secondary interest, the firm will also consider therapeutics in the cardiovascular space.

Due to their flexibility as investors, the firm can assume varying roles in a partnership depending on the level of investment. When investing alongside other firms, the firm will not necessarily require exclusive rights to the assets. For larger investments, where the firm is supporting the majority of development activities, they generally will assume an involved role as a more pro-active partner with the company.

If you are interested in more information about this investor and other investors tracked by LSN, please email mandates@lifesciencenation.com.

Hot Mandates: US-Based Venture Capital

A newly established venture capital firm founded in 2020 and is based in San Francisco, CA. The firm is expecting to close their first fund this year, targeting $100M. The firm is seeking to invest in Seed to Series A companies. The firm expects to make about 80% of their investments in North America, but has a global outlook and has evaluated opportunities from Israel, Japan, Europe, Asia, etc.

Within life sciences, the firm is most interested in digital health technologies, including Digital Therapeutics, AI-powered healthcare solutions, smart devices, and tech enabled services. The firm will be extremely selective about medical device companies without a digital component. The same applies for traditional therapeutics and diagnostics sectors as well. The firm likes to see early traction (i.e. paying customer engagement), but is open to pre-revenue companies.

The firm is open to working with all kinds of management teams. The firm is capable of leading seed rounds and can act as either lead or co-investor.

If you are interested in more information about this investor and other investors tracked by LSN, please email LHI@lifesciencenation.com.

Hot Mandates: US and Japan-based Venture Capital

A Venture Capital firm based in San Francisco, CA, and has an additional office in Japan. The firm is investing from a new fund that closed in 2016. The firm generally invests in Series A equity rounds, and typically commits a total of $1-4 million over the course of an investment. The firm invests 90% of its capital in the USA, Japan and Israel, with the remaining 10% open to global opportunities.

The firm invests in advanced therapeutics, healthcare IT, novel (sensor based IoT) devices and diagnostics, and second-generation tools and technologies in the biotech R&D/laboratory innovation field. The firm is open to any indication area and has a particular interest in diseases that afflict the elderly including Alzheimer’s disease and cancer. The firm prefers to invest in technologies at an early stage of development.

The firm is interested in working with high quality management teams.

If you are interested in more information about this investor and other investors tracked by LSN, please email LHI@lifesciencenation.com.