Working with the founding academics to build a well-financed, yet sustainable spin-out company that can act as a great platform for commercialising the technology – as well as providing a financial return to the university
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.
- 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
- When and why to spin-out
- Agile approach to creating a new venture
- Acting like an entrepreneur
- Building a management team and distributing equity
- Intellectual Property as the primary asset
- Strategic Financing
- Due diligence
- What an investor looks for in potential investments
- Managing conflicts of interests
- Surviving a spin-outs
- Legal Agreements
- Creating and analysing a Term Sheet
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.
10:30 - 11:00 Coffee Break
11:00 - 12:30 Agile approach to creating a new
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, a 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.
12:30 - 13:30 Lunch
13:30 - 15:00 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 if there is not 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.
15:00 - 15:30 Coffee Break
15:30 - 17:00 Building a management team and distributing equity
Most new ventures develop for a year or more before they raise any money. 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 is tempting to start allocating shares to contributors. Sometimes this is a good thing but mostly it is not (or is premature) especially when talking percentages.
Here we look at one case where equity is being carved up and ask who should get what and whether there are alternatives form of compensation.
17:00 - 18:00 Intellectual Property as the primary asset
Alongside an entrepreneurial team, Intellectual Property is one of the core assets in any new venture. It serves as a deterrence to imitators, should the venture become successful, and gives investors assurance that they will have a monopoly position and a healthy return on their 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.
19:00 - 22:30 Networking Dinner
09:00 - 10:15 Valuation
How do you determine the value of an early stage venture? There are a number of different methods. Some are theoretical to the point of useless, some are vague but defensible while others are without any basis whatsoever but are still in use. The truth is that each method has merits and are best used in combination, but how?
In this session we study the different methods of early-stage valuation. In order to give you a better understanding, we will attempt to weave them together using a simulation.
10:15 - 10:45 Coffee Break
10:45 - 11:45 Creating and analysing a Term Sheet
In the process of creating a startup, a Term Sheet is a relevant document to summarise the basic elements of a (to be agreed upon) negotiation or discussions. A Term Sheet summarises the IP agreements, sets out the financing details of your startup and can be used for a SPA agreement. A good Term Sheet covers all potentially divisive issues.
In this session you will learn the key elements, the do’s and don’ts and learn how to analyse and interpret Term Sheets.
11:45 - 12:45 Legal Agreements
The legal agreements for a spin-out are far more complex than any research and development 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 the KTO has a clear understanding of what and who (potentially, up to four sets of lawyers) is involved.
12:45 - 13:45 Lunch
13:45 - 14:45 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 have made over the last couple of days.
14:45 - 15:45 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 ?
- Technology Licensing Agreement (TLA)?
- Ideal cycle of funding
- Exit mechanisms
- Acquisition …?
And “The Dark Side” … may the force be with us.
15:45 - 16:15 Coffee Break
16:15 - 17:45 How to use, rather than waste, Proof-of-Concept (PoC) funds
Many KTOs 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, spent either on the wrong things or the right things but in the wrong order. The key is prioritisation. In this session we explore spending early-stage financing to greatest effect. We also show how such thinking links to investment strategy.
08:30 - 09:45 Joint Ventures
So far we have focused on spin-outs financed through bootstrapping (eat what you kill) or from independent venture capital.
In this session we briefly consider joint-ventures, where the investment comes from an existing company but (unlike pure license deals) the university receives shares in the new venture. This is a more complex situation since a ‘strategic investor’ has mixed motives which may conflict with those of the university. We study a real joint venture set up in the midst of Covid-19.
09:45 - 10:00 Coffee Break
10:00 - 11:00 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?
11:00 - 11:15 Coffee Break
11:15 - 12:45 When a bad strategy can kill a great technology
In this summative session we explore the reasons why an apparent new venture may fail looking specifically at 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 value in the business and if it is worth reviving.
This session illustrates, and gives you the opportunity to apply, many of the topics covered over in the course.
12:45 - 13:45 Lunch
Venue - Artis Centrum Hotel
Totorių g. 23, Vilnius LT-01120, Lithuania
The training will be at Artis Centrum Hotels Vilnius.
Standard single room : €60.00 per night
Standard double room for single use : €64.00 per night
Standard double room for double use : €72.00 per night
Executive room : €85.00 per night
All rates include breakfast (hot buffet), VAT, internet: WiFi and LAN, usage of fitness room FOC 24 hours, coffee/tea in the room.
Not included: city tax – €1.00 per person per night
For reservation, kindly email firstname.lastname@example.org and state ASTP2023 in the subject