9:15 – 10:15 When and why to spin-out
There are two ways of commercialising a new technology: 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?
Local Context – Case Study: Charles University and Charles University Innovations Prague
To be able to create a spin out as an academic institution you might consider creating “a meta-spin out company”. What does this mean in the context of the Czech Republic? Why has Charles University taken such a decision? And what benefits has “Charles University Innovations Prague” brought to the university in the 15 months since it was formed?
10:15 – 10:45 Coffee Break
10:45 – 11:45 Business Models – developing the commercial strategy
Businesses face many strategic options and the Tech Transfer Manager needs to know which are the most important in order to address them explicitly. What should the initial application be, what should the company do and how will it ultimately make money? These questions are all aspects of the business model which is the starting point for a commercial strategy.
11:45 – 13:15 Industry Spin-outs: why and how?
Large companies tend to be very good and effective with incremental innovations (continuous improvement of existing product lines). On the other hand, they do have significant difficulties with break-through or disruptive innovations. Some experts consider large companies incapable of handling disruptive innovations. In seeking a solution for big industry, we will discuss: why they struggle with disruptive innovation and outline the prerequisites of an open-innovation approach and how to spin-out innovation projects.
13:15- 14:15 Lunch
14:15 – 15:00 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 the KTO has a clear understanding of what and who (up to four sets of lawyers) is involved.
15:00 – 16:30 Negotiation – role play (Specialised Limb Salvage)
Another real venture seeking real money. In this case, the challenge is to understand the dynamics of negotiation by splitting the group into four ‘interest groups’ – (university KTO, academics, managers and investors). What are the most important issues for each group, who assumes the power during the negotiations, who sides with whom, what tactics should we use to maintain a united bargaining position?
16:30 – 17:00 Coffee Break
17:00 – 17:30 Case Study introduction- the role of the KTO
(Harvard Case: Jerry Sanders)
Jerry Sanders – a role model for us all – or too extreme a dealmaker in a university context? For you to decide, with reasons.
17:30 – 18:30 Case Study Discussion- the role of the KTO
What is the role of the Tech Transfer Manager in forming a spin-out? There are clearly many ways in which you can create value and make a technology more ‘investable’: acting as the first ‘CEO’ of the business to pull together a management team; manage investor relations; secure the IP portfolio; help to devise the commercial strategy. But how far should you go and how much support should you give before handing over to more experienced hands?
Managing Conflicts of Interest
The founding academics are vital to the business in the early years but few leave their posts within the university. Indeed, it is better for the company and the university if the academic keeps a close association with both. However, this entails the academic wearing multiple ‘hats’ and there is the potential for conflict of interest situations which need to be managed. What is the KTO’s role in minimising and managing these conflicts?
9:45 – 10:45 Strategising Financing
Getting equity instead of an upfront payment is fairly standard when founding a spin-off company from a research organisation. To manage equity requires a specific skill set. This lecture will give an introduction to:
• What is equity?
• Ideal cycle of funding
• Exit mechanisms
And “The Dark Side” … may the force be with us.
10:45 – 11:15 Coffee Break
11:15 – 11:30 Case Study introduction – Longshot Pharmaceuticals
First round financing: negotiating the interests of the academic and university. This case study introduces the main issues that emerge during the negotiation of the Terms Sheet and discusses how they are resolved : in terms of both process and outcome. We shall also discuss the conflicting interests of investor, inventor, and KTO and how these can be reconciled.
We shall consider the ‘showstopper’ issues for the university as it attempts to limit any liabilities. Other issues raised by the case:
• Aligning incentives
• Valuing IP, cash and ‘sweat’
• Share vesting issue
• Royalties vs. equity
• Milestones and ‘tranching’ of investment
• Warranties and indemnities – limiting downside
• Anticipating future funding rounds
11:30 – 12:15 Case Study continued – Longshot Pharmaceuticals
First round financing, negotiating the interests of the academic and university.
13:00 – 14:00 Lunch
14:00 – 15:00 IP as the primary asset
IP strategy – what does the license agreement look like, royalty vs. equity, when to license/assign.
15:00 – 16:15 Surviving a spin-out
We are there at the beginning of the spin-out, but often our role is phased out (or at least, we become less ‘central’) once the investment is raised and management team starts to assemble. At this point we revert to being the ‘licensor’. In this session, we hear from the CEO of a spin-out who has firsthand experience of the entire lifecycle, to understand their perspective on the role of the university and KTO.
16:15 – 16:45 Coffee Break
16:45 – 17:30 Corporate Venture Funds
A number of major corporates have created their own venture funds. These are used to invest in early-stage technologies and provide a link with the corporate that can result 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?
8:45 – 9:45 Preparing for Due Diligence
All investors carry out Due Diligence prior to putting in cash. Unless the KTO anticipates which questions will be asked and the documents, disclosures needed then the DD process can seriously impede momentum and create doubts, which equals greater risk, in the investors’ minds; unless the university is prepared to warrant everything. What does due diligence entail and what, and when, should the KTO do in advance?
9:45 – 10:30 Business plan
At some point a business plan has to be written as a snapshot of the current knowledge, progress and strategy; but what is it? Most are poorly written, often focusing 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?
10:30 – 11:00 Coffee Break
11:00 – 12:00 Building value into a business
Most businesses are worth very little when created. Ultimately, it is 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.
12:00 – 12:45 Preparing for exit
Everyone is looking to exit someday. What are the primary routes to exit and 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 very beginning?
12:45 – 13:45 Lunch Course End
More information about the speakers/trainers will come soon.
Ljudevita Gaja 1, PP 246,
10000 Zagreb, Croatia
+385 1 4863 512
Double room for single occupancy: €144.00 including breakfast (excluding city tax €1.60 per person per day)
Double room for double occupancy: €160.00 including breakfast (excluding city tax €1.60 per person per day)
Member early bird until 6 August 2020: €1290
Non-member early bird until 6 August 2020: €1940
If you are not a member join here for €250 a year and benefit immediately from the membership discounts and other specials
CE Points: 18
• 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
• Business plans
• Building value
• Due diligence
• Conflicts of interests
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.
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.
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
It is always encouraging to see that other TTOs are encountering the same problems than we do!
Aurore De Boom
ASTP-Proton provides very powerful data-rich information for all experience levels of participants.