I was just looking at the new version of Israel’s “Chief Scientist’s Law” (the new version - updated June 2005) Encouragement of Industrial Research and Development Law 5744-1984. For those of you unfamiliar with this government program - it is essentailly a loan program to startups (and other manufacturing\technology companies) that is repayable as royalties or as a settlement on sale of the company. Companies submit proposals to the Office of the Chief Scientist, which decides on the merits whether to provide funding. The law itself is relevant for both manufacturing and IP based companies - but for most start-ups, the rules regarding IP are the the more interesting.

So is it worth it? Seems like easy money - right? Fill in a few forms, talk to a few people and get some serious funding. So whats the catch?

In general the law tries to be fair - if there is a sale of the company the government gets a percentage of the sale value relative to the amount invested, plus interest. More or less like any VC - except the calculation seems to be as if the investment is the relative part of 100% of the company ((government_grants/all_investments_in_company)*sales_price) - so what about the founders and employees? Is that supposed to be only out of the other investors share? Well, for that there is clause 19B.j.1 “The Ministers may affixx rules for calculating the Sale Price in a manner that will take account of the shares that have been issued to entrepreneurs and employees otherwise than for cash ” - besides the weird english (well, it isn’t an official translation) - it seems to say that the government doesn’t have to actually leave anything for the founders and employees from thier part of the proceeds, but they may decide to…

However, the biggest problem is with uncertainty that the law creates with the transfer of IP outside of Israel in the event of an acquisition. They allow for the transfer based on the decision of a committee (described in text of the law) - which according to the wording doesn’t have to allow the transfer of IP (though in most cases it probably will). Not being able to transfer IP abroad could kill an acquisition - or make it less valuable to the acquirng company. Many international corporations (e.g. IBM) require that all of their IP belong to corporate - so if the IP can’t be transferred, the IP remaining in Israel could be an issue - and will at least be a price negotiation point.

So if you are facing a choice between closing the company (or not getting off the ground) and taking Chief Scientist money - take the money - but make sure you know what you are getting into. Like with any transaction - caveat emptor…

Related reading: Export of Technology Developed With Chief Scientist

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This entry was posted on Thursday, July 26th, 2007 at 1:04 pm and is filed under Aquisition, IP, Israel, M&A, VC, Venture Capital. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.