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This course is for experienced technology transfer managers whose portfolios includes expertise technologies, that may be best commercialised in a spin-out company.

Why Join This Course?

The course is interactive, you will learn through case studies and role play facilitated by those who have been actively involved in building, financing and managing successful university spin-outs.

Who Should Attend?

This course is for experienced technology transfer managers whose portfolios includes expertise technologies, that may be best commercialised in a spin-out company. We explore what sort of technologies are best commercialised in this way, and the role of TT managers in setting the initial business strategy.

Learning Objectives

  • Gain an overview on the process of spinning out a company from a research institution
  • Introduction into funding, especially Venture Capital financing
  • How to manage conflicts of interest regarding scientists, founders, research institutions and TTOs
  • Deepen your knowledge using interactive case studies

Course Topics

  • Business plans
  • Financing
  • Building value
  • Due diligence
  • Conflicts of interests
  • Programme
  • Speakers

Programme

  • Mon 24 January 2022

    • 09:00 - 09:45    Getting to know the trainers and the group

      This short module introduces the course, course directors, trainers, and participants. The content is based on the course materials, the course programme and trainers' biographies. Participants will be asked to briefly introduce themselves in this session.

      Following this module, the real course starts via a series of short modules, cases, homework sessions, pre- and post-reading exercises.

    • 09:45 - 10:00    Coffee Break

    • 10:00 - 11:00    When and why to spin-out

      There are basically two ways of commercialising a new technology as a result of academic research: licensing as is, and adding value in a spin-out. How do you decide whether you should form a spin-out: what are the criteria and when is the decision made?

      This module gives alternatives and pro’s and con’s for both routes.

    • 11:00 - 11:15    Coffee Break

    • 11:15 - 12:00    Business Models: developing the commercial strategy

      Businesses face many strategic options and the Knowledge Transfer Manager needs to know what the most important issues are so they can be addressed explicitly, rather than being allowed to drift. What should be the initial application, what should the company do, and how is it ultimately going to make money? All these questions are aspects of the business model which is the starting point of a commercial strategy.

    • 12:00 - 12:15    Coffee Break

    • 12:15 - 13:00    Preparing the quadruple SWOT

      To determine the commercial strategy, the creation of a SWOT analysis might be a useful instrument too.

      In this session we will build,  in an interactive way, a quadruple SWOT for the new start-up company.

    • 13:00 - 13:45    Lunch Break

    • 13:45 - 14:30    Preparing for due diligence

      All investors carry out due diligence prior to investing. Unless the KTO anticipates the questions that will be asked, the documents and disclosures needed, then the due diligence process can seriously impede momentum and create doubt; which equals greater risks in the investors’ minds, unless the university is prepared to warrant everything. What does due diligence entail; what should the KTO do in advance?

    • 14:30 - 14:45    Coffee Break

    • 14:45 - 15:30    Legal Agreements

      The legal agreements for a spin-out are far more complex than any R&D or license agreement.

      There can be many separate agreements covering different aspects of the investment, the company, and the relationship with the university.

      The structure of these documents can set the agenda for the negotiations and it is vital that KTO has a clear understanding of what and who (potentially, up to four sets of lawyers) is involved.

    • 15:30 - 15:45    Coffee Break

    • 17:45 - 17:00    Case study: spin-off strategy & the role of the TTO

      In breakout rooms, your group will discuss the case study and then return to for a 20 minute debrief with the whole group.

  • Tue 25 January 2022

    • 09:00 - 09:15    Welcome back and brief reflection on the previous day

    • 09:15 - 10:15    Strategic Financing

      Getting equity instead of an upfront payment is standard when founding a spin-off company from a research organisation. This session gives an introduction to the skills set needed to manage equity. 

      You will look into:

      What is Equity? TLA? - Ideal cycle of funding - Exit mechanisms - IPO - Acquisition? and “The Dark Side” … may the force be with us.

    • 10:15 - 10:30    Coffee Break

    • 10:30 - 11:15    Preparing for exit

      Everyone is looking to exit someday. What are the primary routes and alternatives to exit? What are the stages along the way in terms of company-building, finance and regulatory? How does the exit strategy affect the strategy within the company and the behaviour/thinking of those involved in the company? What are the preparations and processes that have to be in place from the start?

    • 11:15 - 11:30    Coffee Break

    • 11:30 - 12:30    IP as the Primary Asset

      IP strategy: what does the license agreement look like, royalty vs. equity, when to license/assign.

    • 12:30 - 13:30    Lunch Break

    • 13:30 - 14:30    Case study Spin-off strategy: composition of team & financing steps

      Working in break out rooms, the teams will work on the case study and return to present their findings the the whole group.

      Pre-reading required

    • 14:30 - 15:45    Coffee Break

    • 14:45 - 15:30    Creating and analysing a Term Sheet

      In the process of creating a startup, a term sheet is a relevant document to “summarise” basic elements of a (to be agreed upon) negotiation / discussions

      A term sheet can be used to summarise the IP agreements, can be used to summarise financing details of your start up, can be used for a SPA agreement, and so on. In this session you will learn about key elements, do’s and don’ts and also analysing and interpreting term sheets.

    • 15:30 - 15:45    Coffee Break

    • 15:45 - 17:00    Managing conflicts of interest

      Founding academics are vital to the business in the early years but few leave their posts within the university. It is better for the company and the university, and the academic, if they keep a close association with both. However, this entails the academic wearing multiple ‘hats’ and creates the potential for conflict of interest situations which need to be managed. What is the KTO’s role in minimising and managing these conflicts?

  • Wed 26 January 2022

    • 09:00 - 09:15    Welcome back and brief reflection on the previous day

    • 09:15 - 10:15    Surviving a spin-out : case study debriefing

      We are there at the beginning of spin-out, but our role is often phased out, or at the very least, we become less ‘central’. Once the investment is raised, and the management team starts to assemble we revert to being the ‘licensor’. 

      In this session, we hear from the CEO of a spin-out, who has first-hand experience of the entire lifecycle, to help us understand their perspective on the role of the university and KTO.

    • 10:15 - 10:30    Coffee Break

    • 10:30 - 11:30    Corporate Venture Funds

      The world of venture funds: an overview of Venture Capitalist, what is relevant, when is it relevant, how to prepare, what not to do? Typical characteristics of specific funds in specific sectors? Some major corporates have also created their own venture funds which are used to invest in early-stage technologies. These can provide a link with the corporate resulting in input of know-how and a potential exit route. 

      How do such funds operate and structure investments in a way that recognises the inherent conflicts between the investee and investor?

    • 11:30 - 11:45    Coffee Break

    • 11:45 - 12:30    The Venture Capitalist’s Mind

      What do investors look for in a new venture? How and when should you approach them and with what information? What is their typical decision-making process? This session aimed at understanding how venture capital investor think and make decisions relating to early stage technology business.

    • 12:30 - 13:15    Lunch Break


    • 13:15 - 14:00    The Business Plan

      A business plan must be written as a snapshot of the current knowledge, progress and strategy, but what is it? Most are poorly written, often focussing on the wrong things and leaving the reader confused and no wiser. What is the purpose of the business plan; what should it and what should it not address?

    • 14:00 - 14:15    Coffee Break

    • 14:15 - 15:00    Building value into a business

      Most businesses are worth very little when created. Ultimately, it’s the role of the founders to build value into the company, both by de-risking the technology and building sources of solid commercial value which can ‘scale’ when the business is ready to take off. In this session, we fast-forward the venture to examine the creation of ‘value’ and the role of the founder as the business evolves.

    • 15:00 - 15:15    Coffee Break

    • 15:15 - 16:15    What to do if the preferred exit seems to be a M&A

      The steps in the process of “being” bought and integrated; roles, team, process, negotiations, valuations, lawyers, term sheet, SPA, payments.

    • 16:15 - 16:30    Course wrap-up

      Review of the learning achieved in the course, a wrap up of the teaching and evaluation of the work.

Speakers

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What people say about us

Great atmosphere to learn and to share experiences.

Maria Ruiz Novales
Maria Ruiz Novales - Interface-Enterprises - University of Liege, Belgium

What people say about us

A must-do for any staff involved in technology transfer and start-up creation.

Frederic Ratel
Frederic Ratel - Institute of Chemical Research of Catalonia, Spain