Practical Guide to Spin-Outs

In recent years, UK universities have become more active in forming spin-out companies as a method of commercialising intellectual property – sometimes too active, suggested the Lambert Review of University-Business Collaboration (2003). Some have been very successful, in the 30 months to the publication of this edition of this guide 21 University spin-outs had floated on public markets, collectively being valued at more that £1billion and raising more that £250million in funds. In a typical transaction, the spin-out company acquires a package of intellectual property from the university. The university and lead academic(s) are shareholders in the company. At some point an investor provides funding to the company in return for further shares. The company is responsible for further development and commercialisation of the intellectual property.

The purpose of this Practical Guide is three fold:

1 to provide an introduction to spin-out transactions and the terms of spin-out agreements, including discussion of legal, practical and negotiating issues;

2 to provide some suggested templates together with guidelines concerning their completion;

3 to consider and discuss some underlying issues which are problematic or of particular concern for universities. 

This document was last updated 2006 and is therefore freely available to non-members

Publication Date: 
Friday, July 21, 2006