CVC Strategy: Lessons from 2020, Strategic Considerations for 2021

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• Working with DLA Piper’s Corporate Venture group brings several benefits to our clients:

• Capacity: Corporate venture capital deals frequently involve short deadlines – due to the large number of partners

and associates who routinely work on transactions, we can ensure that the necessary resources are available for our

clients

• Integrated Approach with full scope of legal disciplines to support transactions: Our success in supporting

clients in corporate venture capital transactions is underpinned by market leading tax, intellectual property and

technology, labor and employment, data privacy and security, and regulatory specialists who are deployed when their

expertise is required

• Large international network: DLA Piper is one of the few international legal service providers with access to a large

international network of corporate venture capital legal advisors and the support of 4,300+ lawyers in more than 90

offices in over 40 countries

• Local contacts: Instead of coordinating with different legal advisors, our clients will have a bi-coastal team of US-

based corporate venture capital partners as responsible contacts who will coordinate a transaction project on a

national or international level which saves time and brings efficiency to the process

• Expertise: Our lawyers have extensive know how executing complex corporate venture capital transactions and can

bring the experience of many projects and transactions with them

• DLA has the leading corporate venture practice, Global Corporate Venturing

• DLA ranked #1 Global M&A deal volume in 2020 for the eleventh consecutive year, Mergermarket

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Working with DLA Piper at a glance

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• In the past three years, completed over 2100 deals, totaling over US$31 billion

• We advise investors and companies on 800+ venture and debt financings

annually and have deep experience working with corporate venture funds on

investments, commercial agreements, acquisitions and disposals

• We are active in global markets on behalf of our clients every day and

routinely execute a large volume of complex venture transactions,

allowing us to provide clients with:

• Efficient, cost-effective service regardless of the size of the deal

• A highly integrated and skilled team, from senior partners to

experienced associates, who are conversant in a variety of legal

disciplines

• Thought leadership and training on structures, trends and best practices

in corporate venture

• Relationships and insight by leveraging the collective knowledge and

contacts of DLA Piper’s lawyers in offices throughout the world

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Corporate Venture Recognition

• Twice named the "Legal Firm of the Year“ (Global Corporate

Venturing)

• The only law firm to rank in the

top five for M&A, Private Equity and Venture Capital (PitchBook)

• #1 law firm advisor to investors

(PitchBook)

• Recognized – Nationwide: Startups & Emerging Companies

(Chambers USA 2019)

• Recognized as the 2nd global elite

law firm brand in the Acritas US Law Firm Brand Index 2020

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Representative Corporate Venture Clients

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Representative Corporate Venture Transactions

Series C investment in Limelight Health

Series E investment in DocuSign

Series A financing of Stanson Health, Inc.

Series 6 financing of Proterra, Inc.

$18 million Series B investment into

Skyera, Inc.

Series E Preferred Stock financing of

BORQS Ltd.

Series A-3 and Series A-4 financings of

CollabIP, Inc. (dba Tethr)

Series A financing of Suja Life, LLC

Series C Preferred Stock financing of Matterport, Inc.

Series B financing of Serviz, Inc.

Series A Preferred Stock financing of Keemotion, Inc.

Financing of LibreWireless

Technologies, Inc.

Series B investment in Helium Systems,

Inc.

Series B financing of ARC Holdings

Series E financing of Guardant Health

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• Corporate venture capital

• Investment/engagement with accelerators and other startup programs

• Collaboration with other corporations

• Open source software foundations: OpenStack Foundation/OpenMAMA

• Industry collaborations

• Internal projects/entrepreneurship

• Internal projects for internal use

• Process for spinning out “on the shelf” technologies

• Use startup methodologies such as “lean startup” (adopted by GE)

• M&A

• Digital transition to integrate new technologies more swiftly

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Corporate Venture: One Tool in the Innovation Tool Kit

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Corporate Venture: Strategic Alliances to Serve Innovation Needs of Corporations

Corporate Innovation

M&A

Corporate Venturing

Strategic Alliances

JV and Licensing

R&D

Innovation M&A

Corporate Venture Capital

Incubation

Commercial Piloting

Innovation Center of Excellence

Innovation Partnering

Incubation, Commercial Piloting

Inte

grat

edIn

no

vat

ion

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Why do Corporate Venturing?

Drive your company into adjacent and

new markers using a portfolio

approach by placing a series of small

bets.

Optimize your current business by

leveraging the speed, agility, and

innovations of startups.

Create a channel to stay current on emerging trends and technologies –

staying up to speed on the “art of the

possible.”

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Options for Corporate Venturing.

Design, launch, and manage world-class CVC Funds leveraging the experience, deal flow, global network, and success of our top-tier Silicon Valley VCs.

Support Executive Investment Committees without a CVC, who are investing off the balance sheet — bringing the discipline, portfolio mindset, metrics, and best practices needed to drive meaningful growth.

Adopt best-in-class methods for partnering with and leveraging external startups to drive maximum value and innovation across the core business.

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2020 in Context“There has been more innovation in the last six months than in the last six years”

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Mohanbir Sawhney, professor at the Kellogg School

of Management at Northwestern University

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• Remote working

• Rethinking workforce management

• Move to the cloud

• New business models

• Telehealth

• eLearning

• DeFi

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2020 Trends

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Global Venture Capital Transactions

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Global CVC Transactions

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Global VC Transactions by Industry

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Global CVC Transactions by Industry

$0.00M

$20.00B

$40.00B

$60.00B

$80.00B

$100.00B

$120.00B

$140.00B

$160.00B

2016 2017 2018 2019 2020 2021

Source: PitchBook Data, Inc.

Materials and Resources

Information Technology

Healthcare

Financial Services

Energy

(B2C)

(B2B)

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Global Venture Capital Transactions by Round

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Global CVC Transactions by Round

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2016 2017 2018 2019 2020 2021

Source: PitchBook Data, Inc.

Angel

19th Round

16th Round

15th Round

14th Round

13th Round

12th Round

11th Round

10th Round

9th Round

8th Round

7th Round

6th Round

5th Round

4th Round

3rd Round

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• Internet of Behaviors

• Total Experience

• Privacy Enhancing Computation

• Distributed Cloud

• Anywhere Operations

• Cybersecurity Mesh

• Intelligent Composable Business

• AI Engineering

• Hyperautomation

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2021 Technology Trends (Gartner)

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The key is to create actionable objectives.

DEVELOP A

PORTFOLIO AND

PIPELINE OF NEW

VENTURES

Drive growth with fast access toinnovation. Be credible towards startups and top VCs

/ CVCs

SCALE LEARNING

ACROSS THE

MOTHERSHIP

Develop a sensor network to stay current on emerging trends and technologies to channel back to

the Mothership.

DEVELOP SPEED AND

AGILITY

Make small bets, fail fast, maximize learning. Not judged on individual investment, but portfolio quality.

MOVE THE NEEDLE Deliver meaningful financial results, new revenues, startup equity, better-informed M&A

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Here’s a starting list of what startups and VCs need.

Access to Customers Market Knowledge Brand Validation Channel Partners Operating Expertise Last and

Least - Capital

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How your CVC fund will win in 2021

BuildNetwork

HybridSkillset Location Matters

Team Stability

Sense of Urgency

Build a solid and extensive innovation network over 2 years to generate deal flow and accelerate startups.

Combine the skills and internal network of a company veteran with deep knowledge of company core competencies, assets, capabilities, and business with a Venture Capital veteran with Silicon Valley (and / or global ecosystem) networks, insider access, and deal-making experience.

While the Silicon Valley is the oldest and deepest startup ecosystem in the world, other global innovation hubs are important to monitor.

Scout a team of competent innovation and investment professionals.

EIRs with deep Silicon Valley connections.

Senior leader who can navigate the Mothership, incentivized to slay for the long term.

Sense of urgency and flexibility in decision-making from the investment committee.

Make small bets, fail fast, maximize learning.

Report to CxO

InvestmentCommitment

MothershipManagement Reciprocity

Product-Market Fit

Reporting to CxOwill accelerate your efforts.R&D, CFO, and others as advisors as needed

Commit to incubate new business models and invest selectively in startups.Not a blind cash pool. Agile and responsive.

24 to 48-hour decisions on investments — no obstacles to moving fast.

Good working relationships with individuals throughout the organization: brands, marketing, R&D.

Internal communication to understand needs, share learning, and generate a win-win relationship.

Learn and adopt the "pay-it-forward" approach of working within the ecosystem.

Understand the needs of all of our stakeholders in order to maximize success for the CVC and the Mothership.

Leverage Silicon Valley best practices to deeply understand customers and consumers.

Stay relevant and current on trends, technologies, and business models.

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New Initiatives in Corporate Venturing

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Where Global Innovation and Capital Meet

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www.dlapiper.com

Information

News on the latest deals, people, companies, and firms investing in the private

markets

Insights

Quantitative and qualitative data on investment activity and the latest trends along

with leading industry perspectives and best-practices with a focus on strategy,

operations, deal sourcing, portfolio support, talent, recruitment and professional

development

Access

Connect and build relationships with a global network of peers, co-investors,

entrepreneurs, LPs and technology decision-makers. Elevate thought leadership

by disseminating original content on GCV owned publications or speaking at GCV

conferences

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Global Corporate Venturing

‘‘ Through our platform, we provide the world’s investors and the wider innovation ecosystem with the information, insights and access needed to succeed in a constantly changing world

’’

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Chaired by Scott Sandell, General Partner of NEA, Global Innovation Venturing brings together various sources of capital

under one banner to help support entrepreneurs, foster innovation and advance the progress of start-up companies.

Members include CVCs, VCs, LPs, Family Offices, Angel Investors and others within the venture capital ecosystem.

GIV is a division of Global Corporate Venturing (GCV) which provides news and data on venture deals, with connections to

more than 10,000 corporate investors worldwide. By collaborating with other parts of the venture community, member

portfolio companies will benefit as they search for capital, customers, product development, hiring and eventually, an exit.

For more information contact: janicemawson@globalcorporateventuring.com

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Global Innovation Venturing Initiative

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THE FIRST SPECIALIZED INSTITUTE DEDICATED TO CORPORATE VENTURING INDUSTRY ADVANCEMENT, STAYING POWER AND IMPACT

Actionable professional development and certification,

rigorous research, and community building

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Institute Advisory Board

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Institute Curriculum Roadmap

The EssentialsCV Common Language &

Context

Deep DivesCV Professional Development &

Certification

Hot TopicsCV Continuing Education

CV Essentials for EnterpriseCVC Essentials

(For new CV programs)

Landing the Value of Corporate Venturing (CVBD)

High Performance Strategic Investing (CVC)

Legal Topics: Board & Observer Term sheets, IP,

Exits…

CV program marketing &

community building

CV HR & incentive programs

CV portfolio & performance management

Institute Community – Alumni Communities of Practice, Mentors, Experts

Q2, 2021 Q2, 2021

Q2 & Q4, 2021

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The Corporate Venturing Program Landscape

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Contact us for more information or to register

• gcvinstitute.com

• info@gcvinstitute.com

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Global Reach

Cooperation firm

DLA Piper presence

*Cooperation Firm

• National and international coverage to meet the demands of a fast-evolving, increasingly global environment and to reduce

coordination risks

• With lawyers located throughout the globe —including the U.S., Canada, Latin America, the Middle East, Africa, and Asia Pacific,

DLA Piper is positioned to provide clients with guidance from anywhere in the world

• Ranked by Law360 as the #1 Global Law Firm based on global breadth and complexity of the firm’s cross-border work

• 4,300+ lawyers in more than 90 offices in over 40 countries

• Coverage in 20+ additional countries through DLA Piper Relationship and Focus firms

www.dlapiper.com

Mark Radcliffe is a partner in the Silicon Valley office of DLA Piper. Mark’s practice focuses on representing corporations in their intellectual property and finance matters. In his thirty years practicing law in Silicon Valley, he has worked with a wide variety of companies from emerging growth companies such as Tarana Wireless, Bulletproof360, Netratings, Lightbend and Magnum Semiconductor, Inc. to larger companies such as Hewlett Packard Enterprise Company, Sony Corporation, Siemens Corporation, Sun Microsystems, Inc. and Hitachi, Ltd.

Mark is the Chair of DLA’s Corporate Venture Practice Group which represents many global Fortune 100 companies in their venture capital transactions. The Corporate Venture Practice Group also has developed a training program of four modules particularly designed for corporate venture capitalist and which has been presented to over fifteen corporate venture groups. Mark is a regular speaker on venture capital, particularly corporate venture capital.

In 1997, the National Law Journal cited him as one of America’s 100 most influential lawyers. The San Francisco Business Times has named him among the best lawyers in the San Francisco Bay area. Leading international legal publishers consistently rank Mr. Radcliffe among the top lawyers in his profession. The respected English publishers Chambers and Partners has repeatedly named him in Chambers USA: America’s Leading Lawyers for Business, and has described him as “outstanding” and “a leader in open source-related matters.” Legal 500 also recognizes him, commenting: “His expertise in providing strategic IP advice, with particular specialism in open-source matters, has won him plaudits. Indeed, one client describes him as ‘probably the best lawyer in his field.’” In 2009, 2010, 2011, 2012 and 2013 Intellectual Asset magazine named him among the “IAM 250 - The World’s Leading IP Strategists.” In 2014 and 2015 Intellectual Asset magazine named him among the “IAM 1000 - The World’s Leading Patent Practitioners.” In January, 2013, he was appointed by the Department of State as the Private Sector Co Chair of the US Japan Innovation and Entrepreneurship Council. He earned a B.S. in Chemistry magna cum laude from the University of Michigan and a J.D. from Harvard Law School.

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Mark F. Radcliffe

Mark RadcliffePartner

T: +1 650 833 2266

mark.radcliffe@dlapiper.com

Silicon Valley Office

2000 University Avenue

East Palo Alto, California 94303

www.dlapiper.com

A successful veteran of Silicon Valley, Paul Holland is Managing Director and VC-in-Residence at Mach49, where he leads the company’s Corporate Venture Investing Practice. Paul works with global businesses to design, launch, and manage CVC Funds that leverage the experience, deal flow, global network, and success of his team of top-tier Silicon Valley VCs. Paul supports Executive Investment Committees, bringing the discipline, portfolio mindset, metrics, and best practices needed to drive meaningful growth. He also teaches clients best-in-class methods for partnering with and leveraging external startups to drive maximum value and innovation across the core business.

Paul has been a General Partner at leading venture capital fund, Foundation Capital, for 18 years helping take startup companies from zero to $100M to IPO or acquisition. He enjoys being on the front lines—working side-by-side with entrepreneurs developing fast-growing, dynamic new ventures—experience he is also bringing to support Mach49’swork helping large companies build their own disruptive ventures.

Prior to joining Foundation, he had an equally stellar operating career, joining Reed Hastings at Pure Software, ultimately running Europe, Middle East, and Africa and helping Pure have one of the hottest IPOs of that vintage. He was later recruited by Benchmark Capital to join Mark Gainey at Kana Communications as its first C-suite executive to help Kana grow quickly and go public, ultimately attaining a $9B market cap. In total, Paul helped generate over $13B in market capitalization during his operating career.

Paul began his career at SRI International, where, as he likes to tell his kids, he was a “human Google,” conducting inquiries on a broad variety of topics for global businesses.

He received his MBA from UC Berkeley, MA from University of Virginia, and BS from James Madison University.

Paul is a former president of the Western Association of Venture Capitalists, and he is the producer of the documentary Something Ventured, about the early days of the Silicon Valley. He premiered his newest creative endeavor for the stage: Walls: An American Story in January 2020. He has guest lectured on entrepreneurship at Stanford, Harvard, Dartmouth, MIT, University of Virginia, and James Madison University.

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Paul Holland

Paul Hollandpaul@mach49.com

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1. Term Sheets for Corporate Investors. This presentation is designed to assist corporate investors to understand how venture capital term sheets operate with particular emphasis on special issues for corporate investors. The presentation is based on

model Series A and Series B term sheets.

Time: 60 minutes

2. Best Practices for Board Observers and Board Members for a Private Technology Company. This presentation is

designed to train individuals to serve as observers or members of the board of private technology companies and is available in person. The presentation can be of value both for the experienced corporate investor and the new corporate investor. It focuses

on the legal and practical aspects of service as a board observer and board member. The presentation uses a PowerPoint

presentation and provides substantial materials: six memorandums (Basic Fiduciary Duties, Duties upon a Merger, Duties in a Spinout, Duties upon Insolvency, Intellectual Property, Critical Issues and Patent Prosecution Strategy) and a Summary of Best

Practices.

Time: 240 minutes

3. Term Sheets for Corporate Investors. This presentation is designed to assist corporate investors to understand how venture

capital term sheets operate with particular emphasis on special issues for corporate investors. The presentation is based on model Series A and Series B term sheets.

Time: 60 minutes

4. Developing and Managing Intellectual Property Strategy for Portfolio Companies. This presentation is designed to train

investors to assist in the development and management of intellectual property strategy for their portfolio companies which

matches their business strategy. Intellectual property has become critical to protecting a company’s business and building valuefor a merger. The sale of the Friendster patents for $40 million and the purchase of Motorola Mobility for $12.5 billion have

emphasized the importance of intellectual property. The presentation will describe basic forms of intellectual property, common

mistakes made by startups and successful strategies of companies and startups. And the presentation will address the concernsof acquiring companies and the strategies to ensure the highest possible value for a startup in an acquisition.

Time: 90 minutes

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Corporate Venture: Training Programs

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Representative M&A Clients

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Representative M&A Transactions

Joint venture with TDK

Acquisition of assets from Nesscap

Energy, Inc. (CVE: NCE)

US$23 million

Acquisition of Represent

International Inc.

US$71 million

Acquisition of NXP Semiconductors N.V.

US$47 billion

Acquisition of Centerplate

US$675 million

Acquisition of Peet’sCoffee & Tea

US$ 1 billion

Acquisition of Sigma Designs, Inc.

$US282 million

Majority ownership joint venture with

Hagie Manufacturing

Joint venture with Thunderbird School

of Management

US$102 million

Acquisition of Dragon Innovation

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• Market leader for innovative, tax efficient structuring of business

transactions and resolution of significant tax controversies

• With more than 300 tax lawyers and economists, our global tax advisory group

helps clients address the complexities of international commerce and

operational challenges, and avoid, manage and/or resolve tax disputes

• Our global tax group works alongside our corporate venture and M&A teams

and is positioned to assist clients in efficient tax structuring on venture

investments and corporate acquisitions and disposals including:

• choice of entity to achieve the best tax and business objectives

• utilization of tax attributes

• structuring and implementing financings

• optimum structures for facilitating exit strategies

• tax-efficient compensation and incentive awards

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Transactional Tax Recognition

• Named among the world’s leading international tax advisors

and transfer pricing advisers

globally (World Tax and World Transfer Pricing 2019)

• Named among the world’s leading transfer pricing practice

globally (World Transfer Pricing

2019)

• Los Angeles Firm of the Year (International Tax Review 2018)

• Americas Consumer Products

Tax Group of the Year

(International Tax Review 2018)

• Americas Private Equity Tax Deal

of the Year (International Tax Review 2018)

• Globally ranked in Chambers and

Partners Ranked in Legal500

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Recognition

• Named one of the Best of the

Best IP Law Firms in IP

Litigation – BTI Litigation Outlook

• Recognized as the second most active patent practice in

the last ten years among

national firms by Law 360 (2020)

• IAOP Global 100 –

One of the World’s Best Outsourcing Advisors in 2020

(fifth year in a row)

• Highly ranked among the top firms nationwide as a leading

IP and ITC practice in the US,

and a leading IP firm globally – Chambers USA and

Chambers Global (2020)

• Recognized worldwide by legal directories and industry members as one of the

leading groups of its kind

• Our Intellectual Property and Technology (IPT) practice includes nearly 500

dedicated lawyers in more than 24 countries, with particular strength in key

global markets

• We are one of the most widely recognized providers of a full range of

commercial, intellectual property, privacy, licensing, sourcing and technology

law services for leading businesses worldwide

• Our IPT practice works alongside our corporate venture and M&A teams and is

positioned to assist clients with a range of IP related matters including:

• licensing, sale, acquisition and financing of IP rights

• guidance on intellectual property-oriented M&A considerations; including

the transfer of IP

• technology and licensing matters that arise in the context of strategic

ventures and other complex commercial transactions

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Intellectual Property & Technology

Thank you

All information, content, and materials contained in this publication/program are for informational purposes only. This publication/program is intended to be a general overview of the subjects discussed and does not create

a lawyer-client relationship. Statements and opinions are those of the individual speakers, authors, and participants and do not necessarily reflect the policies or opinions of DLA Piper LLP (US). The information contained

in this publication/program is not, and should not be used as, a substitute for legal advice. No reader should act, or refrain from acting, with respect to any particular legal matter on the basis of this publication/program and

should seek legal advice from counsel in the relevant jurisdiction. This publication and the program may qualify as “Lawyer Advertising,” requiring notice in some jurisdictions. Prior results do not guarantee a similar

outcome. DLA Piper LLP (US) accepts no responsibility for any actions taken or not taken as a result of this publication/program.