Overview of the Portico Venture Programme (PVP)

Overview of the
         Portico Venture Programme (PVP)

 A framework for a new ‘light’ commercialisation model specifically
  for Computer Science spinout companies, backed by SMT and UCL
  Innovation & Enterprise, and delivered by UCLB.
 Aim is to accelerate the number of spinouts from an already
  entrepreneurial department.
 Recognises some academics may prefer to opt out of the standard
  UCLB IP commercialisation support model in favour of more
  independence in developing their business, so as to retain a larger
  portion of spinout company equity.
 Pilot will run to end July 2019.
 Dedicated resource in UCLB to support the PVP pilot.

Eligibility

   Lead researcher of the proposed spinout company must be
    employed within UCL’s Department of Computer Science.
   The IP to be exploited by the spinout company is in the form of
    either know-how, software, algorithms or datasets & developed
    whilst employed at UCL.
   For clarity, the following are not eligible to participate in PVP:
       Spinouts based upon patented IP (‘standard UCLB IP
        commercialisation model’ applies)
       Students (including PhDs)
       ‘Consulting’ companies

The Offer

   UCLB to be granted 6% equity stake in the spinout company upon
    foundation
     Equity stake non-dilutive through first £1m of funding
   Clean licence of IP will be granted to the company
     Licence will be non-royalty bearing
   Company will be recognised as an official UCL spinout
   UCLB will provide ‘lighter’ support through its PVP business
    manager in areas including:
       UCL IP due diligence
       UCL resources and facilities advice
       Introductions to professional services companies
       Assistance in connecting with potential investors including the UCL
        Technology Fund

The value of a know-how IP licence
                You will be expected to warrant
                by investors in the company
                that you have the right to
                exploit the know-how you bring               Investor expectation for
                (financial penalties for breach)             Clean IP is dealt with
                                                             upfront – preventing
                                                             funding delays

                                           Know-
Assists HoD in reviewing                     how
potential CoI and carve out                licence
                                                           Acquirers need clarity on
for your research obligations
                                                           UCL relationship to avoid
– particularly where new IP
                                                           potential future legal
is expected to be generated
                                                           action

                           Co-founders (non-academics)
                           gain clarity on your
                           exploitable field of know-how

UCLB expectations of the company

   There is a plan to build a scalable, high-growth business in the
    digital sector.
   A founding team is assembled at the time of incorporation of the
    spinout company.
   The team has the resources / experience to take the company
    forward relatively independently of UCL and UCLB.
   The cap table incorporates all founders plus a minimum 10% option
    pool set aside for early hires and advisors / non-execs.
   Use of all UCL IP required by the spinout is fully disclosed to
    UCLB.
   A lawyer is retained from incorporation to guide the company
    through startup and investment phases.

The UCLB equity stake

   UCLB expects to stay a shareholder in the company until an
    appropriate exit event (sale, IPO).
   During that time, it will have regular shareholder rights, including
    certain information rights to fulfil its reporting obligations to UCL.
   It is expected that the 6% shareholding will dilute over time as the
    company raises investment beyond £1m.
   At an exit, UCLB will share the proceeds from its converted equity
    according to UCL revenue share policy.

   A significant portion of the net income received by UCLB on an exit
               event will be returned to the Department / UCL

Process

   Submit an initial expression of interest in the Programme via the
    website:
                             www.pvp.uclb.com
   We will be in touch for a preliminary discussion (target within two
    weeks).
   If your business idea seems eligible, we will advise you to submit a
    Technology Disclosure Form.
   Assuming a sufficiently comprehensive disclosure, decision on
    eligibility expected within a further two weeks (subject to due
    diligence).

CS Spinout Stories 1
              An opportunity based upon patented IP
                  Anthony Steed : Chirp
UCLB has been involved from Day Zero….
   •   Funded the original idea as a Proof of Concept project
   •   Helped development of the business plan
   •   Introduced and pitched to investors

                                        …. at company set up….
   •   Co-invested in the seed round (prior to the Tech Fund’s existence)
   •   Managed assignment of the IP to the spinout
   •   Review of consultancy agreement w.r.t. IP and restrictive covenants

CS Spinout Stories 1
          An opportunity based upon patented IP
               Anthony Steed : Chirp

… throughout the journey ….
•   Introductions from network to a series of CEOs and chairpersons
•   Hands-on support for operational activity (e.g. shareholder
    management)

                            … right up to the present day
•   Ongoing active board presence
•   Managing CEO transitions
•   Investor management

CS Spinout Stories 2
          Light-touch UCLB engagement – non-patented IP
                     Gabe Brostow: Matrix Mill

►   Together with two team members, desire to apply ML knowledge to practical
    problems through a spinout company.
►   Strategy: create an asset so as to build value into the company (not consulting)
►   Introduction from UCLB network led to first paying customer
►   Matrix Mill Ltd was established in 2017
►   Agreed UCLB’s shareholding for licence to UCL know-how only & ‘light-touch’
    support arrangement
►   UCL Tech Fund made introductions to investors
►   One such contact brought Matrix Mill to the attention of a Silicon Valley technology
    company…