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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 to funding, especially venture capital (VC) financing
  • How to manage conflicts of interest regarding scientists, founders, research institutions and TTOs
  • Deepen your knowledge using interactive case studies

Course Topics

  • When and why to spin-out
  • Agile approach to creating a new venture
  • Acting like an entrepreneur
  • Building a management team and distributing equity
  • Financing
  • Due diligence
  • Managing conflicts of interests
  • Surviving a spin-outs
  • Managing equity investments
  • Programme
  • Speakers

Programme

  • Mon 24 January 2022

    • 09:00 - 09:30    Course introduction

    • 09:30 - 10:30    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 to form a spin-out: what are the criteria and when is the decision made? 

      Here we explore the decision making process and some bad reasons for spinning out.
      Jeff Skinner

    • 10:30 - 10:45    Coffee Break

    • 10:45 - 12:15    Agile approach to creating a new venture

      In the bad old days we needed a business plan to be taken seriously internally or by investors. Such plans looked lovely but were often works of fiction. Then came a new – and to most of us – refreshing methodology called ‘lean’. This prioritised purposeful experimentation and ‘customer discovery’ over planning.

      In this session explore what ‘lean’ means for us and how it shapes our role.
      Jeff Skinner

    • 12:15 - 13:00    Lunch Break

    • 13:00 - 14:30    Acting like an entrepreneur

      What does it mean to be a ‘commercial manager’ of an tech-based entrepreneurial venture? We need to know – partly because to begin with we are often thrust into this role and partly because most ventures need to recruit such a person - so we really need to know what role they fulfil, the right skills and attitudes and what might go wrong unless there’s a good, peer-to-peer, relationship with the academic leads. 

      In this session we study the tactics of a one such person, learning what, how and why he prioritises to add value to a new venture.
      Jeff Skinner

    • 14:30 - 15:00    Coffee Break

    • 15:00 - 16:30    Building a management team and distributing equity

      Most new ventures develop for a year or more before they raise any money at all. However, a lot of people can be involved and somehow their input has to be paid for, or at least recognised. The only currency a spin-out has is equity and it’s tempting to start allocating shares to contributors. Sometimes this is a good thing but mostly it isn’t (or is premature) especially when talking percentages. 

      Here we look at one case where equity is being carved up - we ask who should get what and whether there are alternatives form of ’compensation’.
      Jeff Skinner

    • 16:30 - 17:30    IP as the Primary Asset

      Intellectual property is one of the core assets in any new venture (alongside an entrepreneurial team). It serves as a deterrence to imitators (should the venture become successful) and therefore gives investors assurance that they’ll have a monopoly position and a healthy return on investment. It also acts as a non-compete clause from the academic founders themselves!

      However, spin-outs are fragile so we need to take greater care when licensing to a new venture in case it fails. In this session we examine the terms under which IP should be licensed to a spin-out.
      Tanja Benedict

  • Tue 25 January 2022

    • 09:00 - 10:15    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?
      Paul Van Dun

    • 10:15 - 10:30    Coffee Break

    • 10:30 - 11:30    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.
      Anja Zimmermann

    • 11:30 - 12:30    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.
      Anette Poulsen Miltoft

    • 12:30 - 13:15    Lunch Break

    • 13:15 - 16:15    What an investor looks for in potential investments

      For this session we invite an investor – who is often the first customer of a new venture – to talk about what they look for in a new venture.

      An opportunity to ‘test’ some of the suggestions we’ve made over the last couple of days!

    • 14:15 - 15:15    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.

    • 15:15 - 15:45    Coffee Break

    • 15:30 - 16:30    Surviving a spin-out

      We are there at the beginning of spin-out but often our role phases out (or at the very least, we become less ‘central’) once the investment is raised and 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 – and to understand their perspective on the role of the university and TTO.

    • 16:30 - 17:30    How to use, rather than waste, ‘Proof-of-Concept’ funds

      Nowadays many TTOs have access to early-stage financing (PoC-type) funds and this will be the first independent source of dedicated finance. The tragedy is that this funding is very often wasted, either being spent on the wrong things or the right things but in the wrong order. 

      The key is prioritisation and in this session we explore how you decide how to spend early stage financing to greatest effect. We also show how such thinking links to investment strategy.
      Jeff Skinner

  • Wed 26 January 2022

    • 09:00 - 09:45    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?
      Anja Zimmermann

    • 09:45 - 10:45     Due diligence requirements of an investor

      Investors need to be assured that the spin-out owns all its assets and has no lurking liabilities. This is what the ‘due diligence’ process is about – essentially a lot of questions that the founders (academics plus university) need to answer with promises (warranties) or documents.

      This can be trivial if you’re disciplined (build a ‘document room from day one) but will be a nightmare if you leave it to the last minute or do things in too informal a way. In this session we look at a semi-fictional case – asking whether the highly entrepreneurial founders sowed the seeds of their own oblivion.
      Steven Tan

    • 10:45 - 11:00    Coffee Break

    • 11:00 - 12:30    Valuation

      How do you determine the value of a early stage venture. There are a number of different methods, some theoretical to the point of useless, some vague but defensible and others without any basis whatsoever (but still used!) The truth is that each has merits and are best used in combination, but how?

      In this session we study the different methods of early-stage valuation and use a simulation (circulated beforehand) in an attempt to weave them together and help you to make sense of the them all.
      Jeff Skinner

    • 12:30 - 13:15    Lunch Break


    • 13:30 - 15:30    When a bad strategy can kill a great technology

      In this summative session we explore the reasons for an apparent new venture failure – specifically whether the technology itself was at fault (inasmuch as it offered no compelling advantage) or whether the commercial strategy and management were at fault. Having thoroughly dissected the strategy we ask whether the founder has built any value in the business – and so whether it’s worth reviving.

      This session illustrates - and thus gives you the opportunity to apply - many of the topics covered over in the course.

    • 15:30 - 16:00    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