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Diapositiva 1

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Title: Diapositiva 1


1
Doing Business in Spain
Montreal, 22nd May 2008
2
Invest in Spain Economy, Business and Advantages
for Canadian companies
May, 2008
Marian Scheifler Phd. Chief Operations Manager
3
  1. Political Structure.
  2. Spain in Figures (I-II).
  3. Canada-Spain Some things we share.
  4. Main Agreements Spain-Canada.
  5. Main Reasons to Invest in Spain (I-III).
  6. About INTERES.

4
1. POLITICAL STRUCTURE
POLITICAL FRAMEWORK POLITICAL FRAMEWORK
Political organization Parliamentary Monarchy.
Head of State King Juan Carlos I.
President of government José Luis Rodríguez Zapatero, since 11 April 2008 (2nd mandate).
Parliamentary representation Congress of Deputies (350 members) and Senate (264 members).
Governing party Partido Socialista Obrero Español (PSOE).
Territorial Organization The State is organized in municipalities, provinces and Autonomous Communities.
European Union Member since 1986 and founding member of the European Monetary Union (January 1999).
International organizations UN, OECD, OAS, World Bank, IMF, IDB, WTO, NATO, OSCE.
5
2. SPAIN IN FIGURES (I)
ECONOMIC DATA ECONOMIC DATA
Currency Euro, divided into 100 cents.
Real GDP growth 3.5 (fourth quarter 2007).
Population 45.2 M, 1.10 growth rate.
GDP per capita 33,433 (2007 first estimate).
Inflation 4.5 (March 2008).
Public Accounts 1.3 surplus in 2007 (Bank of Spain).
Unemployment rate 8.6.
Official interest rate 4 (European Central Bank July 2007).
Breakdown by sector(s) Services 67 Manufacturing 16 Building 13 Agriculture 4

6
2. SPAIN IN FIGURES (II)
  • The worlds 8th largest economy (market exchange
    rate) 11th (purchasing power parity).
  • (IMF-2008)
  • The 3rd largest investor in the world and the 2nd
    largest in Latin America.
  • (World Investment Report 2007 (UNCTAD)
  • 3. The 8th largest FDI stock worldwide (6th in
    the EU).
  • (World Investment Report 2007 (UNCTAD)
  • 4. The 10th best place to live and the preferred
    work destination for Europeans.
  • Worldwide Quality-of-life Index, Economist
    Intelligence Unit
  • 5. The worlds 2nd tourist destination.
  • (Tourism Organization (WTO))

7
3. CANADA SPAIN SOME THINGS WE SHARE
  • Multilingual and multicultural societies.
  • Highly decentralized administrations important
    role played by Provinces and Autonomous
    Communities.
  • Economic performance.
  • Great potential to strengthen trade and
    investment ties current trade and investment
    flows belie the similarities in economic
    performance and complementarities in our
    economies.

8
CANADIAN COMPANIES IN SPAIN
9
4. MAIN AGREEMENTS SPAIN - CANADA
  • ST (Science and Technology)
  • Spains RD Plan for 2008-2011 identifies Canada
    as one of the three non-EU strategic countries
    for cooperation.
  • Canadeka Bilateral program for technological
    cooperaton, CDTI NRC. Support to joint projects
    of Spanish-Canadian companies.
  • CSIC-NRC Development of research and innovation
    projects.
  • Genoma España Genome Canada Joint research
    projects.
  • CESCE-EDC Reinsurance agreement for joint
    operations of Canadian and Spanish companies.
  • Double taxation Agreement to avoid double
    taxation on income and capital.

10
5. MAIN REASONS TO INVEST IN SPAIN (I)
  • Geostrategic location
  • Privileged position for southern Europe's key
    markets, Latin America and North Africa.
  • Potential access to over 1.2 billion consumers
  • 45 million consumers in Spain.
  • 443 million consumers in Europe.
  • Entry point for non-EU Mediterranean countries
    with 264 million consumers. (privileged relations
    with Morocco and Algeria).
  • Hub for South and Central America, with 560
    million consumers.
  • Financial protocols with North Africa and Latin
    America.

11
5. MAIN REASONS TO INVEST IN SPAIN (I)
  • Ultra Modern Transport Infrastructure
  • 47 airports.
  • 53 ports on both the Atlantic and the
    Mediterranean coasts.
  • 3rd largest EU highway network.
  • Ambitious plans for high speed trains (Spain will
    be the world leader with 2,230 km in 2010).
  • State-of-the-Art metro system in major cities.

12
Economic criteria Competitive operating costs
5. MAIN REASONS TO INVEST IN SPAIN (II)
Source Eurostat 2007
Source Eurostat 2008
Source Cost of Living Survey 2007, Mercer Human
Research Consulting
Source Eurostat 2008
13
5. MAIN REASONS TO INVEST IN SPAIN (III)
Fiscal incentives framework map
14
6. About INTERES
INTERES Invest in Spain is the leading government
organization that supports foreign companies
seeking to set up or expand their business in
Spain. We provide comprehensive, efficient and
confidential consultation at no cost during all
stages of the investment process. THE ONE-STOP
SHOP FOR INVESTORS IN SPAIN.
15
Investor Services
Relocation
Expansion
Operation
Installation
Pre-Installation
Retention
Growth
strengthening of loyalty
Support to new invertors
Benchmarking Attraction
Up-to-date information Market studies Spanish offer Practical pointers for doing business Availability of grants and incentives Help with cost appraisals Organization of visits to potential sites Identification of partners Finding specialist advisors Help with licences permits Provision of institutional contacts Fostering expansion Network development Planning for retaining investments Relocation studies (within Spain)
16
(No Transcript)
17
Thank you very much!
18
Doing Business in Spain
Montreal, 22nd May 2008
19
What makes Spain a winning location for the Life
Sciences Biotech industry?
Ana Arias Biotech Life Sciences Investor
Services Manager
20
  • INDEX
  • Why Spain?
  • Why biotechnology?
  • Why you can bet on Spanish biotech
  • A piece of history
  • Business opportunities

21
Why Spain?
  • Highly qualified and competitive human resources
  • Quality and standard of living
  • Geo-strategic location
  • Cultural and educational levels
  • Weather
  • Natural resources
  • Logistics...
  • Spain has solid scientific and technological
  • capabilities that have enabled a competitive
  • bio industry to emerge

22
Why Biotechnology?
  • Employment around 80,000 people
  • Over 500 enterprises involved in biotech
    activities
  • Turnover over 19,000 million and investment of
    over 200 million in research and development
    (RD).
  • Annual growth of around 30 in total revenue.
  • making Spain the most
  • dynamic European country in
  • this area after Ireland.

Source ASEBIO Spanish Association of
Bioenterprises (2004)
23
Why Biotechnology? (cont.)
  • Bio-economy heads Spains strategic agenda.
  • The Spanish pharmaceutical market is the fifth
    largest in the EU-15 and the seventh in the
    world.
  • Favourable financial environment increase in the
    volume of venture capital operations in
    biotechnology.
  • New venture capital funds specialized in
    biotechnology and national networks of business
    angels are being created

24
Why you can bet on Spanish biotech
  • Solid Science
  • -Good scientific output
  • Groups and Centers of Excellence
  • -RD Integrated System
  • Efficient WorkFlow
  • Excellent conditions for Translational Research
  • Modern Science Parks and state of the art
    facilities
  • Good partnership opportunities
  • -Value for Science
  • Every euro in the lab is put to good use
  • Great potential
  • -Huge body of knowledge yet to be exploited
  • -Human Capital, very well trained

25
Why you can bet on Spanish biotech(cont.)
  • Emerging bio-economy
  • -Increasing support from Governments for RD and
  • bio-enterprise creation
  • -Competition among local Governments for talent
    and capital
  • -Good balance between being competitive on cost
    and competitive
  • in differentiation
  • Good personal attitudes
  • -Creativity
  • -Sense of community and focus on colective
    objectives and challenges
  • -Positive spirit and commitment

26
Why you can bet on Spanish biotech(cont.)
  • Solid Science Scientific and Technological
    Facilities and
  • Capabilities
  • The Genomics, Proteomics and Bioinformatics
    platforms boost the
  • national participation in biotechnological
    advances
  • -National DNA Bank
  • -Spanish National Genotyping Centre
  • -National Proteomics Institute ProteoRed
  • -National Bioinformatics Institute INB
  • A new framework for co-operative biomedical
    research is being created
  • -The Biomedical Research Thematic Networks
    (RETICs)
  • -The Biomedical Research Centers Network (CIBER)

27
Why you can bet on Spanish biotech (cont.)
  1. Solid Science Principal Bio-clusters

Geographic distribution of Spanish biotech
companies
  • Catalonia and Madrid, followed by the Valencia
    Region, Andalusia, Basque Country and Galicia
    have the highest concentration of biotech
    companies.
  • The rest of the Spanish regions are also
    designing and implementing strategies.

Source ASEBIO Report Spanish Association of
Bioenterprises (2006)
28
Why you can bet on Spanish biotech (cont.)
  • Great potential to unlock Workforce
  • 7,000 researchers in biotechnology and
    biomedicine 11th position in the world.
  • 4th position in Europe in scientific output in
    biotechnology.
  • 1995-2003 number of scientific research papers
    published in Spain grew by over 12.
  • 66 of biotechnology researchers working within
    the public Spanish RD System were cited by U.S.
    patents.

29
Why you can bet on Spanish biotech (cont.)
  • Emerging bio-economy Legal framework
  • The new Spanish Law on Biomedical Research
    creation of a National Biobank Register
  • Favourable legal framework Cultivation of
    Genetically Modified Organisms (GMO) and a unique
    Traceability and Labelling Law
  • Full Tax exemption on biofuels until Dec 2012.
  • Other Spanish instruments and laws.

30
Why you can bet on Spanish biotech (cont.)
  • Emerging bio-economy Government support
  • The Ingenio 2010 Programme to meet the Research,
    Development and Innovation convergence objectives
    of the Lisbon Strategy.
  • Sustained annual growth rates of the governments
    budgets in recent years.
  • The Spanish Tax System is one of the most
    advanced in the world, especially in the
    Research, Development and Innovation field.
  • The adoption of the Young Innovative Company
    Status will no doubt help biotechnology firms.

31
A piece of history
  • 2001 The Spanish National Cancer Centre (CNIO)
    launches its first Oncochip.
  • 2002 Abengoa signs a 35.5 M RD project with
    the U.S Department of Energy (DOE).
  • 2003 Serono concentrates global production of
    its growth hormone in Spain.
  • 2005 Genetrix receives the first Orphan Status
    designation by the EMEA in Europe for a
    medicinal product based on the use of stem
    cells of adult origin.
  • 2005 GSK opens its Molecular Screening and
    Tropical diseases research facilities in Spain.
  • 2005 Natraceutical buys Braes Group (80 M). In
    2006 it acquires Forté Pharma (82M).
  • 2006 Spain continues to be the European leader
    in the cultivation of genetically modified
    crop varieties with a total of 53,667 hectares
    under cultivation.
  • 2007 The EMEA approves Zeltia's drug Yondelis
    for the treatment of soft tissue sarcomas.
  • 2008 The OMS designated the ONT (Organización
    Nacional de Transplantes) as a WHO
    Collaborating Center on Donation and
    Transplants

32
Business Opportunities
33
BIO Business Opportunities
Spain offers specific opportunities in.
  • Biochips towards a personalized medicine
  • Food quality and security
  • Private Equity
  • Functional foods
  • Organic farming

34
BIO Business Opportunities (cont)
Spain offers specific opportunities in.
  • Nanobiotechnology
  • Generic drugs
  • Gene silencing
  • Production of therapeutic proteins using
    non-genetically modified plants
  • Algae active ingredients

35
BIO Business Opportunities (cont.)
Spain offers specific opportunities in.
  • Production of enzymes with industrial
    applications in transgenic plants.
  • Drug development from targets structural
    determination.
  • Pharmacogenetics Genetic biomarkers.
  • Molecular diagnosis. DNA and protein arrays.
  • Bioinformatics.

36
Leading pharmaceutical biotech multinationals
are already successfully located in Spain
37
BIOSPAIN 2008
  • BIOSPAIN 2008 is the International Meeting on
    Biotechnology to be held in Granada from the 17th
    to the 19th of September 2008.
  • Five events in one
  • BIOTEC 2008 " - Scientific Congress
  • Plenary Sessions "Towards a Sustainable
    Bioeconomy
  • Investment Forum
  • Partnering
  • Trade Fair and Bio-Regions Hall

38
Thank you very much
See you at BIOSPAIN08! www.biospain2008.org
For further information please contact Ana
Arias Life Sciences Biotech Life Sciences
Biotech Investor Services Manager Email
aarias_at_interes.org
39
Doing Business in Spain
Montreal, 22nd May 2008
40
SPAIN Business opportunities in Aeronautics
  • Vanessa Guerrero, Investor Services Manager
  • INTERES Invest in Spain
  • May, 22th 2008 MONTREAL

41
Why Spain
42
Why Spain
  • Because the Spanish Aeroespace Industry is the
    fifth in Europe in terms of turnover (4,203
    million euros) and employment (29,521
    employees)
  • Because of its high growth the industry has
    grown an average 13 in the last decade

4,203
3,767
1,421
2006 Data
43
Why Spain
Because Spain is highly developed in aeronautical
production
420 M
420 M
2,816 M
546 M
Total 4,203 M
44
Why Spain
  • Because Aeronautics companies based in Spain are
    leaders in
  • Composite Aerostructures (especially, carbon
    fiber reinforced plastics)
  • Low pressure turbine engines
  • Air Traffic Management systems
  • - 3 out of 5 flights in the world use Spanish
    software for landing

45
Why Spain - Clusters
  • Spain has significant Aeronautics clusters
  • MADRID
  • 63.6 of turnover
  • 58.4 of employees
  • 130 companies
  • ANDALUSIA
  • 16.8 of turnover
  • 21.0 of employees
  • 75 companies
  • BASQUE COUNTRY
  • 11.3 of turnover
  • 11.1 of employees
  • 54 companies
  • CASTILLA-LA MANCHA
  • 4.2 of turnover
  • 3.5 of employees
  • 12 companies
  • CATALONIA
  • 2.1 of turnover
  • 2.7 of employees
  • 53 companies

46
Why Spain RD
  • Because Aeronautics in Spain is a very innovative
    industry
  • Investment 575 M. in 2006 (26 from 2005)
  • 48 by companies
  • 13.7 of turnover
  • 15 of turnover in the case of systems and frames
  • High quality public RD Centers
  • FIDAMC Research, Development and Applications
    of Composites
  • Other important centers

Public Research Organization specialized in
aerospace research and technology development
47
Why Spain RD
  • Both AIRBUS and BOEING have developed important
    RD Centers in Spain
  • Boeing Research and Technology Europe (Madrid)
  • First Boeing RD center outside the USA
  • Main areas safety, ATM and environmental
    technologies
  • April 08 first flight of an airplane powered by
    hydrogen fuel cells

According to Boeing The reason for choosing
Spain was the outstanding role of the country in
the EU and as a reference point with the Latin
American countries. It also shows the relevant
position that the Spanish Aerospace industry has
acquired in the last few years and the
capabilities of the country in environmental and
ATM technologies
Source www.boeing.es
48
Why Spain RD
  • Both AIRBUS and BOEING have developed important
    RD Centers in Spain
  • Airbus Advanced Composites Center
  • Center of excellence for horizontal tail planes
    for all Airbus Aircraft worldwide
  • Airbus Spain leader worldwide in composite
    material structures first company in using
    carbon fiber for fuselage sections in commercial
    aircrafts over 100 seats
  • Specialised in large curvature panels from carbon
    fiber reinforced plastic

49
Why Spain Industry

)
PRIME CONTRACTORS
Complete integration capability
OEMs Original Equipment Manufacturers
Taking part in FAL. Intermediate added value
products
SUBCONTRACTORS
Systems or sub-systems manufacturers
AUXILIARY INDUSTRY
Product manufacturers
Ca. 170 companies
50
Why Spain Industry
  • Growing importance of Spain in international
    programs

AIRBUS
  • Spanish participation share
  • - Civil programs
  • 4.2 in the first programs (manufacture)
  • 10.8 in A380 (also design, development and
    certification) mostly in Madrid
  • - Military programs 15 in A400M (including the
    Final Assembly Line, and simulation and training
    center, in Seville, Andalusia)

EADS
  • Eurofighter Typhoon 14 (in Madrid, major
    components right wing and leading edge slats)
  • Eurocopter Brand-new plant in Albacete
    (Castilla-La Mancha), FAL and delivery center for
    NH-90, Tiger and EC-35

51
Why Spain Government Support
  • New National Strategic Plan 2008-2016
  • Reinforcing traditional technological strengths
  • Diversify toward new promising areas
  • OVERALL GOAL ? 2016 turnover 3 times higher than
    the current level of 4,600 M.

52
Business Opportunities
53
Business Opportunities
  • Navigation and avionic systems
  • General aviation. Very Light Jets
  • Helicopters
  • Engines and propulsion engineering
  • Training centers for professional pilots for air
    transport
  • MRO (Maintenance, Repair and Overhaul) centers
    for transport aircrafts
  • MRO centers for aircrafts designed for general
    and business aviation, schools and aerial works
  • Simulators for aviation, based on low-cost
    technologies
  • Manufacturing of Unmanned Aerial Vehicles for
    civil uses

54
Flight Simulators
  • Used by both civil and military aviation for
    training, engineering, design, research, etc.
  • Development of Spanish Aeronautics and ITC
    industries
  • Spanish companies are mainly focused on the
    military market
  • Airlines outsourcing training activities
  • Growth in business aviation and low-cost
    carriers
  • Increase in flight training centers

55
Helicopters
  • Third Eurocopter FAL established in Spain
  • Opportunities
  • Services to ECE Helicopter FAL
  • Engineering services
  • Electronics and systems
  • Tooling
  • Helicopter maintenance
  • Sections manufacturing
  • Top Reasons
  • Total market 53.6 Million
  • Business size will increase ECE Participation
    in all future development
  • Presence of technological centers and parks

Source Own estimations, 50 outsourcing assumed
56
Thank you very much
57
Doing Business in Spain
Montreal, 22nd May 2008
58
DOING BUSINESS IN SPAIN LEGAL ENVIRONMENT Best
Practices
Alberto Echarri Partner - Head of MA
Gómez-Acebo Pombo Abogados
Toronto, Ottawa, Montreal May 2008
59
INVEST IN SPAIN FACTS FIGURES
  • Spain is the worlds 8th largest economy, with
    sustained growth above the EU average. It is the
    country with the fastest rate of job creation in
    the OECD.
  • Spain is the 8th largest FDI recipient in the
    world and the 3rd largest investor in the world.
  • Spain has a privileged geo-strategic position
    access to 1,300 million consumers in the world.
    It is an international business hub.
  • 440 million people in the world speak Spanish.

60
INVEST IN SPAIN FACTS FIGURES
  • What foreign investors value most of Spain is
  • 1. Cost of investment
  • 2. Local human resources
  • 3. Geographical Financial Environment
  • Generous incentives for RD.
  • Access to the EU and Latin America.

61
INVEST IN SPAIN FACTS FIGURES
  • More than 11,000 foreign companies 54
    international banks are located in Spain.
  • Spain has modern infrastructures and excellent
    business opportunities, namely in ICT,
    Biotechnology, Renewable Energy, Environment
    Water Treatment.
  • Quality of life Spain is the first choice for
    European executives faced with relocation,
    according to Financial Times. It is the worlds
    2nd tourist destination and is known for its
    passion for work, arts, sports, and life.

62
PRIORITY SECTORS ICT
  • Spain has one of the most burgeoning ICT
    (Information Communications Technologies)
    markets in Europe, with a turnover of 87 billion
    .
  • 40 of private RD investment in Spain is devoted
    to this sector.
  • Spain offers tax advantages / cost relief for
    companies.
  • The Spanish telecom network is completely digital
    and has over 1,400,000 km of transmission
    networks. Mobile phone penetration exceeds 105.
    Growth in broadband connection was more than 45
    in 2005, with 4.5 million users.
  • 16 of employees in this sector are devoted to
    RD.

63
PRIORITY SECTORS RENEWABLE ENERGIES
  • 3 main renewable energy resources
  • 1. Solar
  • 2. Wind
  • 3. Co-generation
  • Spain is one of the most attractive countries in
    the world for renewable energy projects Spain is
    the 3rd country in the world in wind energy.
    Spain has 13 market share in this sector.
  • According to Greenpeace, if Spain exploited its
    natural energy resources, it would have 50 times
    more energy than necessary by 2050.
  • Spain possesses insulation towers for solar
    energy Companies will invest over 1 billion in
    solar parks over the next few years.

64
PRORITY SECTORS BIOTECH, PHARMA, HEALTH
  • The biotech sector has expanded over 300 in the
    last 4 years. Spain is the 4th country in the EU
    for biotechnology scientific production.
  • Spain has 60 scientific technological parks
    within the biotech industry, with 150 companies
    fully dedicated to biotech whose revenues total
    420 million .
  • The number of biotech companies has multiplied by
    3 in the last 5 years, such that over 14,500
    professionals 425 research units are involved
    in biotech projects in Spain, producing over 4
    of the worlds publications in this field.
  • Spains government wants RD in this sector to
    reach 2 of GDP by 2010. As such, many new
    start-ups are funded by the government.
  • Spain collaborates with over 200 centers in the
    development of almost 128 clinical studies of the
    highest quality.

65
PRIORITY SECTORS ENVIRONMENT
  • Spain is the worlds leader in water treatment
    and desalination using reverse osmosis
    technology. There are over 900 desalination
    plants in Spain.
  • 1.5 million m3 of desalinated water is produced
    per day.
  • The economy is looking for a new impulse in
    recycling. There are 814 Spanish companies
    authorized to work as used-vehicle treatment
    centers.
  • Cars motors are increasingly environmentally
    friendly.
  • 4 million tons of recycled waste was produced
    from 2000-2004. 250,000 tons of tires are
    recycled per year.

66
PRIORITY SECTORS ENVIRONMENT
  • According to European regulations, Spain and the
    rest of the EU countries must reuse and recover
    95 of materials used in vehicle production by
    2015.
  • Recycling culture also affects home appliances,
    such that they are dismantled rather than buried
    in landfills. Spain aims to manage 160,000 tons
    of this waste using environmentally-friendly
    methods. Currently, 100,000 tons are treated.
  • The number of home appliances recovered grows by
    10 every year. Spain is working to recover and
    transform sludge from construction material
    extraction processes and agricultural waste
    plastic.

67
MOST DYNAMIC SECTORS
  • 1. Private equity
  • Declining
  • Energy
  • Power companies ENDESA/IBERDROLA
  • Renewable Energies
  • Air transport
  • IBERIA
  • SPANAIR
  • Hospitality
  • Chemical sector
  • Environment
  • Real estate

68
THE LEGAL ENVIRONMENT
  • Sophisticated legal system
  • Meets EU/US/CAN standards
  • Principles equivalent to Common Law
  • Common legislation throughout the country
  • Civil law exceptions inheritance / family law
  • Specific sector regulations
  • Generally central regulations
  • Regional legislation for delegated matters
  • Transportation
  • Hospitality sector
  • Environment
  • Water treatment
  • Tax in Basque Country, Navarra and Canary Is.
  • Municipal regulations

69
THE LEGAL ENVIRONMENT
  • Friendly and open environment
  • Contract law principle of freedom of will of the
    parties
  • Contractual restraints limited by
  • EU competition regulations / vertical restraints
  • Employment law
  • Freedom of investment / disinvestment
  • Freedom of establishment in the EU
  • Foreign investment deregulation

70
ESTABLISHING A BUSINESS
  • Incorporation formalities
  • Standard documentation
  • Notarized incorporation 10 days
  • 15-30 days for registration of company
  • Companies may operate from day 1
  • SS and TAX registration day 2
  • No registration of agreements except
  • Effects vis-à-vis third parties
  • Corporate documents
  • Real Estate deals
  • Guarantees

71
HOME COUNTRY AGREEMENTS
  • Generally adjustable to local requirements
  • Commercial agreements
  • Acquisition agreements
  • Choice of law
  • Choice of forum
  • Choice of language
  • Arbitration

72
MOST COMMON VEHICLES
  • Common distribution agreements
  • Agency
  • Distribution / Licensing / Concession
  • Franchising
  • Joint ventures
  • Direct acquisition of
  • Shares
  • Assets
  • Securities

73
AGENCY AGREEMENTS
  • Free will of the parties
  • Contractual restraints
  • In-term
  • Post-term
  • Public order rules / Agency Act
  • Goodwill indemnity payment
  • Spanish law
  • Spanish forum

74
DISTRIBUTION AGREEMENTS
  • COMMERCIAL DISTRIBUTION
  • Exclusive / Non-exclusive
  • Contractual restraints
  • Limited non-compete clauses
  • EU Regulations on concessionaires
  • LICENSING/TECHNOLOGY TRANSFER
  • Know-How, Technical Assistance, IP
  • EU BER on licensing agreements
  • FRANCHISING
  • Represents almost 8 of retail trade
  • Governed by agreement
  • Pre-contractual information required
  • BE Regulation for anti-compete clauses

75
JOINT VENTURES (I)
  • Common SPVs
  • Limited liability company (SA / SL)
  • UTE
  • EIG
  • Legal Structure/Documentation
  • Corporate SPV
  • By-laws of SPV
  • Shareholders Agreement
  • Business Plan

76
JOINT VENTURES (II)
  • Corporate governance rules
  • Non-compete clauses
  • Territorial scope
  • Veto rights
  • Investment restraints
  • Financial provisions
  • Step-out clauses
  • Russian Roulette
  • Put and call options

77
ACQUISITION (I)
  • Standard international practices
  • Players
  • LOI
  • Offer letter and exclusivity period
  • NDA
  • DD Review
  • Legal
  • Tax Finance
  • Acquisition agreement
  • Agreements with managers and directors
  • Non-compete covenants

78
ACQUISITION (II)
  • Price
  • Price retention
  • Escrow / bank guarantees
  • Reps. Warranties
  • Standard Common Law provisions
  • Time limitations
  • Caps
  • Labour contingencies
  • Conditions precedent (antitrust)
  • Interim period clauses (MAE, BAU)

79
ACQUISITION (III)
  • Public companies
  • 30 threshhold
  • Reporting obligations
  • Financing
  • Acquisition finance
  • Financial assistance prohibited
  • Guarantees
  • Project finance
  • Project guarantees
  • Shareholder loans subordinated/Equity
  • Capital contributions

80
REAL ESTATE DEALS
  • Corporate acquisition
  • Assets
  • Due diligence
  • Land Registry searches
  • Zoning certificates
  • Leased property
  • Purchase agreement
  • Notarized deed
  • Complex acquisitions
  • Shopping malls
  • Sites under construction

81
GUIDE FOR FOREIGN INVESTORS
  • Friendly legal environment
  • Sophisticated legal advisors
  • Reliable judiciary
  • Arbitration
  • Standardized practices
  • Adjustment of home agreements
  • Choice of law and forum. English language
  • Exchange control de-regulation
  • Tax-efficient SPVs/Spanish Holdcos
  • Standard business and financial practices
  • Minor business culture differences

82
Doing Business in Spain
Montreal, 22nd May 2008
83
Title
Case study of a biotechnology startup in Spain
84
The path to Spain
Alec Mian Canada B.Sc. McGill University,
Montreal. UK Ph.D. University of Cambridge,
UK USA Harvard Medical School,
Boston. Co-founded Gamera Biosciences (Cambridge,
MA). Sold to Tecan Holding (SWX TECN) in
2000 Spain 3 year sabbatical, co-founded a
design company La Evolucion, SL. Currently on
Board of Directors of Santa Cole, SA.
(Design) Started Genmedica Therapeutics, SL.
85
Company goals and strategy
  • Goal
  • Create a focused portfolio of drug candidates
    for diabetes
  • Financable, milestone driven development path
    (seed, Series A, B and C)
  • Product partnering opportunities with large
    pharma in 2009/2010
  • Exit by trade sale or IPO (2011)
  • Strategy
  • Focus on an emerging, protectable area within
    diabetes
  • Leverage local resources to get started
  • Attract international resources to accelerate
    growth and value

86
History
  • 2005
  • Incorporated
  • Licensing with University of Barcelona - first
    drug candidate (GMC-1)
  • 2006
  • GMC-1 research and additional patents filed
  • GMC-2 drug candidates researched and patents
    filed
  • Initiated formation of Board of Directors (BOD)
    and Scientific Advisory Board (SAB)
  • 2007
  • Largest first round biotechnology financing in
    Spain (Spanish VCs BCN-Empren,
  • Innova31, Unirisco Public ENISA, CIDEM,
    Torres Quevedo)
  • GMC-3 research and patents filed
  • Initial development team hired. CROs work
    initiated
  • 2008
  • Cellular and animal based development of drug
    candidates , additional patents filed
  • More hiring.

87
Current Timelines
88
Metabolic syndrome first defined in 1998 by the
WHO
Abdominal obesity (waist circumference, men
above 102 cm women 88 cm)
Fasting triglyceride (above 1.69 mmol/L)
Blood pressure (above 130/85 mm Hg)
HDL cholesterol (men above 1.04 mmol/L women,
1.29 mmol/L)
Fasting glucose (gt 6.1 mmol/L)
89
Metabolic syndrome epidemic rates
General population
gt 60 years
90
Pathogenesis of metabolic syndrome
  • Current diabetes therapies target symptoms not
    cause of diabetes

91
Anti-inflammatories in diabetes salicylates
  • The anti-diabetic effects of salicylates are the
    most studied of non-traditional anti-diabetics

92
Company architecture
  • Leveraging local and international resources

93
Financing
  • Leveraging local and international resources

Early stage sources (local) ENISA (1m) CDTI (00s K) CDEM (00s K) Torres Quevedo (50 RD employees) Local investors (ms)
Later stage UK, Switzerland, France, USA
Exit IPO (Spain, Switzerland, UK, USA) Trade Sale (European or US companies)
94
Spanish resource availability the good, the bad
Basic science
Clinical science
IP
EXCELLENT
LACKING
Employees
SAB/BOD
Late stage financing
Early stage financing
95
Next steps for Genmedica
  • Continue to fund early development in Spain
  • Continue to build team in Spain, continue work
    with international CROs (France, India)
  • API chemistry will be done in Spain
  • Clinical studies in Germany or UK
  • Next financing round probably European Union or
    US-based

96
Doing Business in Spain
Montreal, 22nd May 2008
97
CAE Corporate Overview
  • May 2008

98
Agenda
  • Corporate Overview
  • Market leader in Civil and Military simulation
    equipment
  • Civil Training and Services
  • OEM Relationships
  • Global Academy Ab-Initio Training

99
Overview of CAE Inc.
  • One of Canadas Largest Aerospace Companies
  • Founded in 1947 in Montreal
  • 5,000 employees worldwide
  • More than 3,000 in Canada
  • More than 1,000 in USA
  • More than 1,000 in the rest of the world
  • Annual revenues of more than C1.2 billion
  • Over 90 of revenues from global exports and
    international activities in 50 countries
  • Operations and training facilities in 19
    countries on 5 continents
  • Train over 50,000 pilots/year

100
Market leader in Civil and Military simulation
equipment
Largest Manufacturer of Aviation Simulation
Equipment in World
Full Mission Simulators (FMS)
Full Flight Simulators (FFS)
Reconfigurable, Deployable Trainers
Flight Training Devices (FTD)/ Cockpit Procedures
Trainers (CPT)
Part Task Trainers (PTT)
Integrated Procedures Trainers (CAE Simfinity)
Desktop Trainers (CAE Simfinity)
101
Civil Training Services Market presence
  • MARKET LEADER IN PILOT TRAINING
  • 23 training centres across 5 continents
  • 110 full-flight simulators deployed
  • Serving approximately 3,500 customers
  • Training and Services segments addressed
  • Commercial
  • Regional
  • Business
  • General aviation

Global market reach across all market segments
102
Over 23 training locations worldwide
103
OEM Relationships
Airbus Embraer Dassault Bombardier Agusta Lockheed
Martin
CAE
CAE Delivers factory training for sever of
worlds largest aircraft manufactures
104
CAE Global Academy Addressing Global Pilot
Shortage
  • Network of Ab-Initio Flight Schools
  • Formed in 2005 to address Global Shortage of
    Airline pilots
  • Currently consists of 6 Flight Schools
  • Production Capability of over 1000 pilots/year
  • Expected to increase to 3,000 pilots/year in 2008
  • Delivery of Multi-Crew Pilot License (MPL)

105
Thank You!
106
Doing Business in Spain
Montreal, 22nd May 2008
107
International Technology Cooperation With Spain
- CANADEKA
  • Claude Morasse
  • National Research Council Canada
  • Director, IRAP Ontario
  • May 20, 2008

108
  • National Research Council Canada
  • Industrial Research Assistance Program
  • NRC- IRAP

109
NRC - Industrial Research Assistance Program
  • Our Mandate
  • Stimulate wealth creation in Canada
    throughtechnological innovation.
  • Our Mission
  • Stimulate innovation in Canadian SMEs.
  • Our strategic objective
  • Increase innovation capacity of Canadian SMEs.

.
110
NRCs Industrial Research Assistance Program
  • In existence since 1947
  • In Canada
  • Invests over 100M per year in contribution to
    SMEs ( less than 500 employees )
  • Work with over 10,000 SMEs / year and provide
    funding support to over 2,500 projects / year

111
The Toolbox
  • Support to Firms for RD
  • Financial Support for Firms Technology
    Development
  • Financial Support to Bring New Skills to Firms
  • Financial Support for Organizations Providing
    Innovation Assistance to SMES
  • Technology and Advisory Services
  • Networking and Linkages

112
Firms eligible to NRC-IRAP financial support
  • For profit, incorporated commercial entity
  • 500 employees or less
  • Willingness and potential to improve their
    technological innovation capability
  • Open to establishing a trusted relationship with
    NRC-IRAP
  • With a coherent business plan demonstrating
    required skills in marketing, technology and
    management, as well as the appropriate financial
    capacity to undertake the project and exploit its
    results.

113
IRAPs International Partnering Goals
  • Key to IRAPs strategic planning is growing SMEs
    to a mid size and ready for international
    technology opportunities
  • We work in close collaboration with Canadian
    embassies and other federal government
    departments
  • IRAP has long supported SMEs to seek out
    international technology partners
  • Our support includes
  • Information and competitive intelligence on
    international markets and technologies
  • Host foreign SMEs and missions that visit Canada
  • Funding to Canadian SMEs to carry out technology
    missions
  • Funding to support international R D
    collaboration projects

114
International Partnering Approach
  • Across Canada, IRAPs Industrial Technology
    Advisors monitor clients for international
    interests
  • This results in individual SMEs visiting research
    institutions and firms, or organized missions
    with several firms ( 5-15 SMEs )
  • Increasingly, our planning involves competitive
    intelligence and activities
  • Support follow-up activities by Canadian SMEs to
    pursue international collaborative projects
  • Seek to partner with organizations in other
    countries with similar mandates

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116
CANADEKA
  • NRC-IRAPs ultimate goal is to encourage science
    and technology development and commercialization
    by SMEs and realizes that partnerships and
    agreements like the one held with Spains Centre
    for the Development of Industrial Technology
    (CDTI) will assist in achieving this goal.
  •  
  •   

117
CANADEKA
  • NRC-IRAP and  CDTI  are collaborating on a
    reciprocal basis to further each others support
    of SME growth, technology transfer and technology
    development for the purpose of generating
    economic benefits for both Canada and Spain.
  • This agreement allows for mutual collaboration
    between our countries, and is an opportunity to
    build greater partnerships between Canadian and
    Spanish companies as well as research
    institutions that continue to make headway in all
    areas of innovation. 

118
CANADEKA - CRITERIA
  • Involve at least one qualified company from each
    country (Spain and Canada).
  • Be directed at developing a product, process or
    service having a wide market potential.
  • Have some identified expected benefit from
    pursuing the project on a cooperative basis.
  • Be directed towards the development or use of
    advanced technologies.
  • Aim to secure a significant technological advance
    with regards to the product, process or service
    concerned.
  • Clearly identify a commercial application to
    benefit mankind.

119
PROJECTS TO DATE
  • 7 to date in manufacturing engineering, ICT,
    bioenergy and biotechnology
  • 8 in development in bioenergy, ICT, and biotech

120
KEY CONTACTS
  • In Canada
  • National Coordinator
  • George Ortega
  • (204) 984-4400
  • george.ortega_at_nrc-cnrc.gc.ca
  • Executive Coordinator
  • Bill Dobson
  • (416) 954-8330
  • bill.dobson_at_nrc-cnrc.gc.ca
  • In Spain
  • National Coordinator
  • Ismael Rodrigo Barco
  • rodrigo_ismael_at_cdti.es
  • Executive Coordinator
  • Jose Manuel Leceta
  • jmlg_at_cdti.es

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Doing Business in Spain
Toronto, 20th May 2008
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