BIO-TECH START-UP PACKAGE
Bio-Tech start-ups need tech savvy business lawyers that share their passion for innovation and entrepreneurship in the development and advancement of medical technologies. Given the significance of legal protections and obligations at the inception of a bio-tech company, we have established an extensive start-up legal package that is tailored to the demands of the bio-tech industry and is priced to provide maximum quality legal support for a very tight budget.
Our start-up legal package is available to Canadian bio-tech businesses in their first year of conceptualization beginning with the formation of a new corporation structured for venture capital investment (owned and operated by Canadians and based in Canada). We provide this package for a fixed fee of $2,500 (plus out-of-pocket expenses, such as filing fees for incorporation, extra-provincial registration, registered office address and corporate supplies, and applicable taxes) (2016/17). These core legal documents are designed to enable the bio-tech company's founders to confidently advance the business, with the aim that it gets them to the point of solid profit potential that justifies more extensive + complex legal work and the associated lawyer costs (i.e., offering memorandum, unanimous shareholders agreement, contract negotiations, licensing arrangements).
Our Legal Launch Package for Bio-Tech Start-ups consists of the following documents (to the extent required) and services:
Incorporation and Organization
- Reservation of corporate name (NUANS)* - Preparation and filing of Articles of Incorporation (federal, Ontario or Alberta)*
- Preparation of By-laws, Initial Resolutions and Corporate Registers
- Election of officers and directors, together with filing with relevant governmental authorities
- Preparation and filing of extra-provincial registrations (if applicable)
- Direction for attaining relevant tax identification numbers from Canada Revenue Agency
- Provision of Checklist for Maintaining Corporation
- Provision of Checklist for Corporate Meetings
Share Capitalization Matters
- Preparation of Founding Shareholders’ Restricted Share Subscription Agreements for up to 4 Founding Shareholders
- Preparation of Share Certificates and Receipts for up to 4 Founding Shareholders*
- Preparation of Commitment Agreement amongst Shareholders to enter into a reasonable Unanimous Shareholders Agreement within 12 months (not a replacement for a unanimous shareholders agreement)
Employment and Consultant Matters
- Standard form template of Employment Agreement
- Standard form template of Independent Contractor Agreement
- Standard form template of Confidentiality and Invention Assignment Agreement
Intellectual Property Matters
- Standard form template of Unilateral (One Way) Non-Disclosure Agreement (NDA)
- Standard form template of Mutual (2-Way) Non-Disclosure Agreement (NDA)
- Standard form template of Assignment of Intellectual Property from Founding Shareholders to the Corporation (if there are other pre-existing interests in the bio-tech, i.e. university, company, scientists, these need to be separately negotiated and dealt with, and is outside the scope of this particular agreement)
Includes 3 Hours of Legal Time for Consultations (see below) ☆
☆ In addition to the above-described legal documents and filings, we also provide up to 3 hours of legal advice and consultation and/or document review and negotiation specific to your corporate law matters (such as equity investment and debt arrangements, venture capital and/or angel investor term sheets, private placement and memorandums, business planning, negotiating, reviewing, drafting, and execution of various business agreements, deals with university, scientists, companies, commercial leasing arrangements, intellectual property, employment matters). Beyond these initial 3 hours, you will have the benefit of reduced lawyer hourly rates, with lawyer rates being reduced to $325 per hour (plus applicable taxes and disbursements) in year 1 (2016/17), $375 per hour (plus applicable taxes and disbursements) in year 2 (2016/17) and our standard $450 per hour (plus applicable taxes and disbursements) after the 2nd year (2016/17). Our legal assistant rate is currently $135 per hour (plus applicable taxes and disbursements) (2016/17).
* Additional charges for which you will be responsible include, but are not limited to, corporate name reservation (NUANS) and preliminary searches, electronic filing fees, governmental incorporation charges, extra-provincial registration charges, registered office address costs, share certificates, requested corporate minute book materials, copying/printing costs.
What is Not Included
The Bio-Tech Start-up Legal Package is designed to provide bio-tech start-ups with a comprehensive set of tools that will allow them to protect their intellectual property and become investor-ready to seek external financing, while striving to limit liability and costly legal disputes. This package does not include a unanimous shareholders agreement, private placement documentation, offering memorandum or other documentation related to raising external financing, as this is purely a start-up package and is not intended to represent the later stages of your development (although if you begin moving rapidly with your bio-tech business' progression, you will have the advantage of reduced lawyer hourly rates).
For knowledgeable and experienced legal representation in advancing your medical technology business in a highly competitive and legally demanding business environment, contact the law firm of Neufeld Legal P.C. via email at Chris@NeufeldLegal.com or by telephone at:
New York City - 646-681-4491
Toronto - 416-887-9702
Calgary - 403-400-4092
Medical Device Lawyer Christopher R. Neufeld is a corporate commercial lawyer admitted to practice law in both Ontario and Alberta (Canada) and New York (U.S.A.). The law firm of Neufeld Legal Professional Corporation focuses its legal practice primarily on business law, in particular corporate commercial transactions - including a strong involvement in the medical technology / device and health care fields. Neufeld Legal Professional Corporation mailing addresses are 144 4th Avenue SW, Suite 1600, Calgary, Alberta and 1 Yonge Street, Suite 1801, Toronto, Ontario. Copyright 2016.