Pointers for Term Sheet & Deal Negotiations

February 18, 2020

Speaker Slides

Pointers for Term Sheet & Deal Negotiation

Deb Kemper, Managing Director, Boston Chapter of Golden Seeds

Key Items in Negotiating a Term Sheet

Dr. Mark A. Tepper, President & CEO, Eumentis Therapeutics Inc.

Six Tips for Term Sheet Negotiations

Ziad H. Moukheiber, CEO, Boston Harbor Angels, Inc.

Company founders getting ready to raise outside financing do not want to give up more equity than absolutely necessary. Investors want more equity for their investment as a reward for the risk they are taking on the young company. Valuation is used to determine a fair trade-off of cash for equity. However, company founders need to consider the issues.

  • What is a reasonable valuation for a startup?
  • Must this determination be made when first obtaining funds?
  • What terms might an entrepreneur see when presented with a Term Sheet and what are the trade-offs when negotiating these?
  • How do terms impact founders’ managerial control of investments and operating decisions?

Our panel, including two angel investors and a serial entrepreneurs who has had successful exits, will discuss these issues concerning valuation and term sheets.


6:00-7:00 PM – Registration & Networking

7:00-7:10 PM – ENET Chairman’s Announcements

7:10-7:25 PM – eMinute PITCH – up to 3 startups give a 90-second elevator pitch

7:25-8:15 PM – Expert speakers on the night’s topic

8:15-8:30 PM – Q & A

8:30-9:00 PM – Final networking, including meeting speakers


Ziad H. Moukheiber,  CEO, Boston Harbor Angels, Inc. 

Ziad H. Moukheiber,  CEO, Boston Harbor Angels, Inc.,one of the leading angel investing groups in the US. He is also Managing Partner at EQX Fund LLC, an angel and early stage investment fund based in Boston Massachusetts focusing on Life Sciences and IT.A business leader with over two decade of experience in building scalable organizations and advising companies in sales, marketing, operations, IT, service delivery, and customer service, Ziad founded SilverSword in 1998. He and his team built SilverSword into a leading IT consulting company that provides an outstanding customer service experience for their New England area clients. Silversword was acquired in 2015 by NSK Inc. Ziad is an active angel investor and on the board of businesses and nonprofit organizations with a special interest in technology. Ziad is also a mentor with BUILD a nonprofit organization using entrepreneurship to help at risk students in the Boston area. Ziad earned his BA at the American University of Beirut (1992) and his Master’s degree at the Interactive Telecommunications Program at the Tisch School of the Arts of New York University (1996). Founded in 1979 as the first graduate education program in alternative media, ITP is internationally recognized as a unique and vital contributor of new ideas and talented individuals to the professional world of multimedia and interactivity.

Dr. Mark A. Tepper,  President & CEO, Eumentis Therapeutics Inc.

Dr. Mark A. Tepper has over 30 years of experience in the biotechnology and pharmaceutical industry. He has led drug discovery & drug development programs that span a wide range of therapeutic areas including Oncology, Immunology, Rheumatology, Endocrinology, Metabolic Diseases, CNS, Inflammation and Pain. In addition, he has founded multiple companies based on novel technology in the areas of RNA interference, structure-based drug design, small molecule and protein therapeutics, biosensors, microfluidics and biomaterials. Following a 15 year career in large Pharma in R&D, Dr Tepper became a serial entrepreneur where he founded multiple biotech companies based on technology spun out from academic institutions. His role in these companies included technology sourcing, due diligence, company formation, term sheet negotiations, capitalization, commercialization and business planning and operations, IP licenses and executive management recruitment. At each of these companies he served as part of the executive management team, helping to execute on the business & development plan. In the last 15 years, Dr. Tepper has raised over $200M in capital for his ventures. He has taken two of his companies public, and sold another company in a trade sale. His most recent venture Corbus Pharmaceuticals (CRBP) is developing novel breakthrough medicines to treat serious life-threatening inflammatory and fibrotic diseases. Its lead drug candidate, Lenabasum is currently in late stage clinical trials in a number of indications. Corbus IPO’ed in 2014, and currently has a market cap of ~$400M His other companies have included; Primatope Therapeutics (acquired by Kiniksa in Feb 2019), developing novel best-in-class humanized CD40 monoclonal antibodies to treat autoimmune diseases and organ transplant rejection; NKT Therapeutics, developing medicines based on Natural Killer T Cells to treat sickle cell crisis and asthma; RXi Pharmaceuticals (NASDAQ: RXii) developing RNAi therapeutics to treat wound healing and scarring; and Arradial, which developed a microfluidics based screening tool for identifying new drugs from human genome targets.  Dr. Tepper earned a Ph.D. in Biochemistry & Biophysics from Columbia University, College of Physicians and Surgeons, New York, and a B.A in Chemistry with Highest Honors from Clark University, Worcester, Mass. He did his postdoctoral fellowship at University of Massachusetts Medical School, Worcester in the laboratory of Michael P. Czech. He has over 50 scientific publications and is the co-inventor of multiple drug related patents. Dr. Tepper’s hobbies include SCUBA diving, fishing, boating, marine aquaria, beer making, and gardening. (Bio and jpeg picture to be supplied)

Deb Kemper, Managing Director, Boston Chapter of  Golden Seeds,  http://www.goldenseeds.com/ , Twitter:  @Deb_Kemper

Deb Kemper is Managing Director of the Boston Forum of Golden Seeds, a national angel investor group. She is also a member of Clean Energy Venture Group. Her investment focus is high growth companies in the clean tech, health care, and technology sectors. 

Previously, Deb was a consultant with McKinsey & Company where she served clients in a variety of industries including energy, utilities, electronics, and healthcare. Her functional experience includes manufacturing, product development, operations, strategy, professional development, and leadership coaching.  She has provided leadership support to organizations in China, Peru and the United States. 

Deb earned her MBA from the Amos Tuck School at Dartmouth College where she was named an Edward Tuck Scholar. She holds a Bachelor of Science degree in Civil & Environmental Engineering from Cornell University where she graduated With Distinction and was a member of the Varsity Women’s Crew.

Moderator and Co-Organizer:

Kristin King, MBA. Vice President, Corporate Development & Strategy, Defibtech, LLC

Kristin is an accomplished MedTech executive, serial intrapreneur, investor and strategic advisor to startups developing biotech solutions.  With a distinguished career addressing commercial strategy over 20 years spanning technical, marketing, and business development disciplines, she offers multi-discipline expertise and repeated track record for high impact Medical Device development transforming technologies from early concept to successful global divisions at leading Medical Device companies and startups.

Kristin is recognized for her strategic development, business acumen, and her ability to build and lead talented teams to commercialize products that change patients’ lives.  Starting her career designing stents, a patent inventor for Johnson & Johnson’s drug eluting stent and progressing through marketing and global commercial leadership roles, she has contributed to some of the world’s most meaningful programs at top healthcare firms including Ansell Healthcare, Becton Dickinson, Johnson & Johnson Cordis, Abbott Vascular, and Pfizer.  Her category expertise includes advanced wound care, infection prevention, diabetes care, interventional cardiology/ radiology, and other surgical specialties in hospital, alternate site and consumer retail segments.   

In 2017, after founding Ansell Healthcare’s advanced therapeutic segment, Kristin focused her career on the Boston startup community progressing MIT spin off Rogers Sciences to clinical trials, FDA submission as well as proud member of Boston Harbor Angels.  Kristin holds a B.S. in bioengineering from Syracuse University, MBA in Finance & Marketing from NYU Stern. Outside of the office she is an avid scuba diver and volunteer for environmental organizations Beneath the Sea and Boston Sea Rovers.


Robert Adelson, business and tax attorney, partner @ Engel & Schultz LLP (Boston) and Chair Emeritus @ Boston Entrepreneurs’ Network (ENET).  

Rob has been an attorney for over 30 years specialized in business, tax, stock and options, employment, contracts, financing, trademarks and intellectual property.  Rob began as an associate at major New York City law firms before returning home to Boston in 1985 where he has since been a partner in small and medium sized firms before joining his present firm in 2004.  Rob represents entrepreneurs, start-ups and small companies, independent contractors and employees and executives. Rob is a frequent speaker on business law topics and author of numerous articles published in Boston Business Journal, Mass High Tech and other publications. He has been named among the “Top 20 Boston Startup Lawyers” by ChubbyBrain.com, a website that provides tools for entrepreneurs. Rob has been on the ENET Board since 2002, was Vice Chair 2005-2009, and ENET Chairman 2009-2019.  He was also a Co-Founder and Board member of the 128 Innovation Capital Group (2004 -2015). In 2016, he received the IEEE USA Professional Achievement award for “extreme dedication to the entrepreneurship community.” He holds degrees from Boston University, B.A., summa cum laude, Northwestern University (Chicago), J.D., Law Review, and New York University, LL.M. in Taxation. His website – www.ExecutiveEmploymentAttorney.com


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