• General advice on commercial issues and statutory interpretation
• Review of and comment on operational contracts (especially licenses, reseller/distribution agreements, R&D agreements, joint venture & alliance agreements, terms and conditions of trade etc)
• General advice on employment matters
• General advice on dispute resolution (before commencement of litigation)
• General advice on shareholder relations (including shareholder agreements, investment agreements etc)
• General advice on intellectual property protection and management (noting that we are not qualified as patent attorneys)

For over 10 years Mark has represented entrepreneurs and investors in early stage and emerging companies commercialising of intellectual property.  

We caught up with Mark recently to talk about his passion for working with start up and emerging businesses.

How did you get involved with start up companies?

In the 90s I was Managing Partner of another law firm, Henry Davis York.  This was a full time role and when my tour of duty ended I was faced with moving onto another management role outside that firm or rebuilding my practice in it.  There were three major influences on my decision to focus on start up companies. 
We were in the midst of the dot com boom and there was plenty of work around in this space.

Whilst working as Managing Partner I had become involved in The Executive Connection, which involved regular meetings with a group of CEOs who were mainly running owner-operated businesses.  This forum gave me an insight into what entrepreneurial business people wanted.  They encouraged me to stay and put what I had learned from them into practice.

As Managing Partner my experiences had involved guiding the firm through a period of significant change – I found that I thrived on this, enjoyed working on issues surrounding change where there is a need to be flexible and agile in responding to issues – qualities  essential for working with start ups.

What’s the attraction for you of working with start up companies?

It’s the adrenalin rush!

The environment in the companies is exciting – there is an enormous level of energy and you are working with people who are passionate about their new product or service and I am generally working with people who are younger than I am and give you a different perspective on business.

I get a tremendous amount of satisfaction from being able to assist in a mentor role especially when we are working on something that’s never been done before, when there is no easy “precedent” to rely on but we still need to maintain a disciplined approach to the management of legal issues.

Indeed there have been a number of times in my career where this has occurred.  For example advising one of the first entrants to the satellite delivered TV market and doing the prospectus for the first Crocodile Dundee Film.

What are the special considerations when working with start ups as opposed to mature businesses?

Given the stage of their business, these companies usually have a small workforce with no one person responsible for managing the legal engagement – so our role then requires a “general counsel” approach to be taken, where we actually assist by identifying the legal issues, prioritising them and helping with the allocation of limited resources to achieving the desired outcome.

You need to provide value for money.  A business at this stage in its development cannot afford to be paying for a lawyer to learn on the job.  Advice needs to be seasoned – provided by someone who has been there before.

You need to be there for the good times as well as the difficult times and understand that in the valleys of darkness through which a start up company will inevitably pass your dispassionate advice (as a lawyer) about the risks of insolvency may not be heeded.  The results can be stunning – either as you predict annihilation or a superb phoenix rising from the ashes ready to fight another day.

As a lawyer what do you see as the common pitfalls for start ups?

One of the most common problems I see especially where we come into a company for a transaction is that whilst the product or service might be ready to go to market and an enormous amount of time and effort has been put into that side of the business, not enough attention has been given to the company’s own internal corporate hygiene. 

For example, contracts (often downloaded from the internet or scrounged from a friend if used at all) may have been used which do not reflect the company’s business model; invariably little attention will have been paid to IP management and IP may not be owned by the company.

All these are relatively simple things to deal with as you go but can derail or adversely affect say a capital raising and end up costing the founders a lot of money further down the track when the issues need to be fixed up quickly.

Also business owners in their enthusiasm for their product or service can be over-optimistic that market conditions will remain and also that people will behave honourably and so don’t have contracts.  We may see a disproportionate number of bad cases but honour and trust are qualities that are in short supply.

I should add I am a shareholder in a couple of start up companies.  I know how hard these things are. The companies in which I am involved are by no means paragons of virtue in this regard but you just need to keep working at it.

Bartier Perry is a corporate partner of ATP Innovations and Mark’s legal clinic is held on the third Thursday of every month. For bookings, contact

Britt Hartnett
Manager, Business Programs, ATP Innovations
Phone: 9209 4461
b.hartnett@atp-innovations.com.au

Mark can be contact direct on 8281 7828
mallen@bartier.com.au

Laurence Crew – talks about his journey

What started as an idea for a university project in 2002 is finally getting close to hitting the shelves this year, but there is still plenty of work to do.

It is the expectation of many apsiring inventors that their idea will make them millions if they can only get it in front of the right people.

But what they may not realise is that most industries are pretty much stacked against independent innovations, not so much out of some kind of conspiracy but more from day to day realities of markets. This is especially the case with consumer products where the volumes required to justify development and marketing costs and the market power of encumbant players means that most innovations are incremental and focus on repeat sales from existing customers.

When I began in earnest to try to commercialise my rotating computer mouse design in 2005, the outcome and even the direction of the journey was pretty much unknown. I literally had the feeling of driving down a dark tunnel not sure where I would emerge! But I knew that wherever the journey took me it would be a fantastic experience and I have never had any regrets.

Before leaving my relatively cosey job to throw all my time, and our savings, into the 'crazy invention', I made the decision to join ATP Innovations and make the most of what they had to offer. This was a great decision I feel, as it gave me excellent perspective on where to focus my efforts in the early days, on some realities of expectations and day to day support with mentoring, facilities, resources and community. An easy mistake to make is to focus purely on a piece of technology without figuring out a strategy for actually making commercial sense of it, and I was strongly encouraged to avoid this mistake and given assistance in reaching out to potential customers and partners.

Through ATPi I was also introduced to the various forms of government assistance available and successfully applied for a COMET grant through AusIndustry; and took advantage of AusTrade's assistance programs especially the trade mission to the Consumer Electronics Show (CES) in Las Vegas January 2007.

I was also encouraged to enrol in the NSW Enterprise Workshop business planning program. In parallel with my ongoing efforts to commercialise the mouse, and using that as a real life case study with my dedicated team mates in the program, not only provided the perfect model for learning about the business planning process but resulted in a strong outcome of a concrete, documented plan. I feel it is a common mistake to think of a business plan as being just a document following a certain template; whereas in reality it is all of the research and thought behind the document which is 95% of the effort and most of the real value.

The journey has had all of the requisite highs and lows, from a couple of near-misses getting that 'big deal' with the big boys in the USA or being featured on US national news during the Consumer Electronics Show (and of course our coveted awards from the NSW Enterprise Workshop) to moments when it felt like all was lost and there was no clear way of moving forwards.

I was fortunate enough to find a Sydney based company, Cyber e Sport (www.cyber-e-sport.com), ironically through travelling all the way to Las Vegas to meet a contact from back at home, which shares the vision of the mouse and is already active in the PC peripheral market. We succesfully negotiated a license agreement for the mouse in 2007 and are working in earnest to finalise the product for retail launch in a couple of months.

This 'merging of minds' has resulted in me being now firmly 'inside' the industry instead of an outsider knocking on doors to get in; and given me the opportunity to see the commercialisation of the mouse right through to its conclusion. I am on board now as Product Development Manager working on the 'Orbita Mouse' based on the design and technology I developed as well as the company's other leading products in the gaming and other PC accessory markets.

It is exciting to see the product develop closer to its final form, although technical difficulties and issues with suppliers have cropped up along the way causing their share of headaches. But, this is all part of the process and once again part of the invaluable experience gained from pursuing this dream, and journey, doggedly towards its next installment.

The next NSW Enterprise Workshop entrepreneurial and business development program starts on 25 July.  Contact 9209 4796 o succeed@enterpriseworkshop.com.au to register for an information session.

Angusta Systems is developing a logistics engine to efficiently manage cash distribution and procurement in the economy, and will use the grant to develop a web based analytics application designed to integrate the ATMs, bank branches, retailers and depot vault networks. Says CEO Winston Chen, “Suddenly our business is scalable and our potential market, global.” Please see article in this months newsletter.

SDO manufactures optical current transducers for measuring current in high voltage electricity transmission networks. The high speed turnaround in the funding process and the relatively small scale, has enabled SDO to continue product enhancement and to conduct field trials in Australia , Spain and Mexico both crucial at this stage of SDO's development.

Secura Shield is a specialist RFID e-Seal developer providing products designed for the rugged operating environment of global transport. The innovation grant has enabled the company to further commercialise the electronic bolt seal, the e-Seal with all the R&D being undertaken here in Australia. Jonathan Elcombe CEO Secura Shield adds " There is no doubt that the AusIndustry funding adds to our value proposition, fast tracks business growth and the ongoing development of the business."

AusIndustry is the Australian Government’s business program delivery division in the Department of Innovation, Industry, Science and Research.

AusIndustry delivers a range of more than 30 programs - including innovation grants, tax and duty concessions, small business skills development, industry support and venture capital - worth about $2 billion to more than 10,000 businesses, and 60,000 individuals every year.

The Commercialising Emerging Technologies (COMET) program has a strong focus on mentoring, business management, advice and support and offers grants ranging from $5000 up to $120,000.

ECQ’s other challenge is in the installation of the communications links for each of these locations to tie the voting, counting and reporting processes together. It was decided for the recent council election in May 08 to move from the traditional method of the returning officers faxing back the results to ECQ HQ, to the results being provided online.

By implementing a solution designed around Call Direct's cellular wireless router CDR-780seu and Telstra’s Next G network, ECQ were able to have mobile network access to ECQ's internal network in place within days rather than weeks. For the first time ECQ were able to post the votes of over 2 Million people for 73 councils directly into ECQ’s central web server allowing for the results to be viewed by the public online.

Peter Jeavons of ECQ says that the exercise was a great success in itself and as a precursor to the state elections later in the year ECQ now have a game plan that can be used over again when needed.

With ECQ using the CDM-780seu and Telstra’s Next G network solution. ECQ has benefited in both time and cost savings whilst adding additional quality of service to the public, along with now having the ability to reuse the hardware purchased over and over again bringing them additional cost saving rolling on into the future.

Mark Roberti, founder and editor of RFID Journal which puts on the exhibition has confirmed that the 6^th annual exhibition is the biggest yet with over 175 leading providers of RFID hardware, software and services exhibiting and over 3000 pre-registered attendees.  "That tells me the industry is strong, and that companies are starting to understand how they can use RFID products and services to improve the way they do business."

The CEO of Secura Shield, Jonathan Elcombe relished the challenge of launching the SC-220 at such a prestigious show.  “The team worked hard to get the product to market and it’s paid off handsomely.  We received countless positive comments on the innovative design, the functionality and even the vibrant orange colour.  It’s generated a lot of interest as we’re the only player in this space”.

Designed to provide affordable container security and enhanced supply chain visibility the SC-220 combines the best of both worlds; a high strength mechanical bolt with an EPCglobal Gen 2 compliant passive radio frequency identification (RFID) tag to provide an electronic tamper-evident intermodal container e-Seal operating in the global 860-960 MHz UHF band.

Currently garnering considerable attention from transport companies and high-end consumer goods manufacturers, the SC-220 e-Seal promises a way to reduce theft, streamline receiving and illuminate the journey from warehouse to warehouse.

The Secura Shield e-Seal has also expedited Customs processes as demonstrated in a successful pilot with TNT and Thai Customs and Secura Shield believes the launch of the new product will facilitate greater business opportunities across Asia.

Fully utilising the co-located EPCglobal Joint Action Group (JAG) meeting, Secura Shield is now a member of several Task and Work groups within the Transportation and Logistics Services umbrella, thereby ensuring that an Australian RFID supplier is a part of global Standards development.

“GS1 and EPCglobal have become the foremost Standards Association for barcoding and electronic product codes and without them the strength of electronic based worldwide trade would falter.  Standards are essential if RFID is to grow so Secura Shield is proud to be on the ground floor, helping it happen,” says Mr Elcombe.

About Secura Shield – Secura Shield is a specialist RFID Manufacturer with over 20 years experience in RFID innovation and logistics. Secura Shield is a member of GS1 Australia and an EPCglobal Subscriber.

About JAG Meetings - JAG meetings serve as a platform to bring together EPC/RFID end users and technical experts to address real-world business challenges. The goal of the JAG is to establish

Simon entered the Workshop to improve his understanding of business. Throughout the Workshop program, participants are challenged to take a step back to look at their project on a macro level.

Commenting on his Workshop experience Simon said, “The Workshop provided a practical and start-up focussed program that taught us the nuts and bolts of business in real life as opposed to just the theory.”

The research and planning involved in the workshop under the guidance of a mentor helped Simon learn how to prepare a solid business plan. Simon added, “The lectures, advisory board sessions and mentoring challenged our thinking at all levels and helped to develop a strong business foundation. It was also very exciting and encouraging to meet and work alongside other likeminded entrepreneurs.” 

After completing the Workshop, Simon finished his studies at the University of New South Wales before pursuing his business goals with LX Innovations and more recently, VenueMedia. Simon abandoned the business idea developed during the Workshop and applied the knowledge he obtained from the course to develop business plans for other projects. “We thought we were on a winner with the Virtual Buttons venture: but mid way through the program we ran into significant IP problems and aborted. We then developed a new business plan around a different venture, primarily for fun and the experience.”

LX Innovations has evolved significantly. Simon and his team have been recognised nationally and globally for their innovative designs, business strategy and research. Awards include the Institute for Engineering and Technology competition (IET), National Shell Science Awards and the Premier’s Award for Excellence.  Commenting on his team, he said, “Members of the LX team are passionate and innovative when it comes to turning revolutionary ideas into commercial products”.

Examples of their work include the VIPER, an ultrasonic guidance device developed to assist visually impaired individuals to “see” in much the same way as bats detect the distance of objects. Other nifty ideas include LX Innovation’s Line Guidance System (LGS) driver fatigue safety system uses, which monitors the position and behaviour of a vehicle relative to the road, and uses speed and indicator status to detect signs of driver fatigue and dangerous situations. The LGS operates by gently alerting the driver via a vibrating seat cushion.

The next NSW Enterprise Workshop entrepreneurial and business development program starts on 25 July. Contact 9209 4796 or e-mail succeed@enterpriseworkshop.com.au to register for an information session.

This engine will solve for the circular logistics problem, where cash simply circulates from point to point with no start nor end, unlike traditional logistic models. Solving this problem will substantially improve the precision of optimising cash in the supply chain, reduce unnecessary movement, and create cooperation incentives between the institutional players.

It will bring to market Consensio, a web based analytics application designed to integrate the ATMs, bank branches, retailers and depot vault networks. This integration will create industry wide efficiencies in the circulation of cash, resulting in lower costs and greater stability in supply and demand.

This grant has enabled Angusta to extend their capabilities beyond consulting. Their expertise is codified into technology that can handle large volumes of time sensitive and complex interdependencies, superseding manual spreadsheet systems. Institutional clients will be able to identify savings at the operational level, harvesting millions of dollars in sustainable benefits. Says CEO Winston Chen, “Suddenly our business is scalable and our potential market, global.”

As a result of this funding Angusta has been able to build the technical sophistication of their algorithm team, and have taken on two supporting postgraduates in the past three months. Adding rigour and depth to their R&D activities, the team also actively engages with outside expertise in the academic, industry, and government arena.

Ultimately it will fast track the roll out to market, with the integrated Consensio suite scheduled for release early 2009. It also means that Angusta will be able to capture key international markets such as the United States, who are following in Australian footsteps to deregulate their wholesale cash arrangements.

For more information, contact:

Angusta Systems

Tel: +612 9209 4087

www.angusta.com.au

US entrepreneurs fund University of Minnesota study

4^th of February 2008, Sydney: Laboratory testing using Biosignal Ltd’s (ASX: BOS) anti-bacterial compounds in dental material found Biosignal’s compounds reduce bacteria by more than 99 percent. The material tested was a commercially used resin composite dental material commonly used to restore tooth decay.

The work was commissioned and paid for by two entrepreneurial US-based oral care experts Dr Gary Jernberg and Dr Richard Simonsen. The pair has an agreement with Biosignal to assess commercial potential of Biosignal’s compounds in selected oral care applications.

The study, announced to the market in March 2007 when it was initiated, was conducted by the University of Minnesota, School of Dentistry which is internationally recognised as a leader in oral microbiology and prevention of oral disease including tooth decay and periodontal disease.

“This is a field in which there are no satisfactory products on the market,” said Peter Steinberg, CEO of Biosignal. “Our main competitors are traditional antibiotics, which are becoming increasingly compromised by super bugs – resistant and highly dangerous bacteria. Biosignal’s compounds work by stopping bacterial communication and preventing bacterial biofilm formation rather than killing bacteria.  This technique is not aggressive and should minimise the problem of resistance while remaining effective.” 

“Importantly, Biosignal's compounds were covalently bound to the resin composite dental material with no measurable leaching from the composite.  This should significantly reduce regulatory timelines at the US FDA or equivalent agencies.”

Biosignal owns all intellectual property arising from the project. Jernberg, Simonsen and Biosignal are commencing discussions to license the technology to leading dental product companies. Further animal and human trials are expected to be conducted in collaboration with a licensee.

The bacterium tested was Streptococcus mutans which causes tooth decay. The concentration of Biosignal’s compounds in the dental material ranged up to a maximum of 3 percent of the total mass. The testing also assessed impacts on the mechanical properties of the dental material. No adverse effects of any expected clinical significance were identified.

Enquiries:       

Peter Steinberg                                  

Biosignal                             

p.steinberg@biosignal.com.au     

+61292094106                                                                                                                                                        

Rudi Michelson

Monsoon Communications

rudim@monsoon.com.au

0411 402 737

“IP Australia are interested in showcasing ITL's use of IP as a good example of an Australian SME using IP to make a significant impact in a global marketplace,” says ITL D&M Vice President, Craig Wilson, who will be presenting at both workshops.

The presentations will focus on how the ITL group leverages Intellectual Property to create a competitive advantage in the medical device global marketplace.

ITL Design and Manufacturing has been using Intellectual Property (IP) as a key strategy in its innovative product business structure for the past ten years, and currently has around 10 families of patents, and has lodged an additional 3 new provisional patents in the past 12 months.

ITLD&M is a division of the ITL group, based at the National Innovation Centre. ITLD&M is a service provider to the Australian technology community providing IP assessment, product development strategy, product design, development, engineering, contract manufacturing and marketing support services. 

Please contact Craig Wilson or Steve Mayall on 02 8394 4800 for further details or visit www.itldesign.com.

In the clean crisp air of South Africa's Drakensberg, in October 2007, a new company was launched to take e-nose technology into Africa. There are few places in the world to rival the fresh mountain air around Champagne Castle, and its surrounding World Heritage sites. This was a fitting place to unveil a technology designed to measure smells.

Exhibiting at the meeting of the National Association for Clean Air (NACA), the new company, Electronic Nose Africa cc, (trading as E-Nose Africa) put on a live display of Australian technology for a highly motivated audience of conference attendees. After the launch, they visited several large petrochemical, paper and waste water companies.

The company has exclusive rights to market the Australian E-Nose products and services in Africa.  The company structure includes marketing experts Peter and Jenny Highley and electronics engineer Bashan Naidoo. It will be supported with hardware and software from Sydney. Two of the members of the Australian company are former South Africans and they have enthusiastically welcomed the reconnection to “the New” South Africa.

The technology was welcomed by South African companies and pollution control authorities, who are in the process of setting new requirements for clean outdoor air. Heavy  industry located in many South African towns and cities, such as Richards Bay and on the Witwatersrand are taking stock of how they need to measure and manage airborne pollution in their operational areas. The authorities are mindful of the potential for volatile chemicals to harm the health and living quality of rural and urban South Africans, as well as workers on sites and residents close by. A delegation of South African government officials is currently visiting Australia to learn how it is tackling similar problems.

The emitting companies are aware that they need to conform to world's best practices and reduce their emissions.  One emitter, for instance, currently has a “smell-reach” of sulfurous compounds from its stacks of over 300 km.

E-Nose Africa aims to empower these companies and new generations of South Africans with E-Nose technology, and to play its part in a healthy relationship between man and the environment. On the creative technical side, both companies intend to develop a productive and mutually rewarding relationship. This bodes well for future generations of chemosensory scientists and technologists on both sides of the Indian Ocean.

More information: www.e-noseafrica.co.za