RESOURCES
Detailed guidance and helpful documents
Dive into the wealth of commercialisation resources, including playbooks that give detailed guidance into areas of the spin-out and licensing pathways, a checklist to ensure you’re covering every essential part of the process, and starting point templates, which have been legally reviewed to download so that you don’t have to reinvent the wheel every time.
CHECKLISTS
CHECKLIST
IP Due Diligence checklist
Ensure rights clearance and freedom to operate and enter into commercialisation deal. Including checking all necessary consents, revenue share & confirmatory assignments in place. LoginCHECKLIST
Spin out overview checklist, pre-incorporation to post spin out activities
Overview checklist (Spinout), pre-incorporation to post spin out activities LoginCHECKLIST
Data Room checklist
Checklist to cover the structure of Data room both commercial/Legal and technical. For legal/commercial to check whether all relevant copies of agreements (redacted as necessary) can be uploaded to data room LoginPLAYBOOKS
PLAYBOOK
IP Due Diligence Playbook (Founder)
Ensure rights – clearance, freedom to operate and enter into commercialisation deal. Including checking all necessary consents, revenue share & confirmatory assignments in place. LoginPLAYBOOK
IP Due Diligence Playbook (TTO)
Ensure rights – clearance, freedom to operate and enter into commercialisation deal. Including checking all necessary consents, revenue share & confirmatory assignments in place. LoginPLAYBOOK
Confirmatory Assignment
Agreement between University and inventors/originators confirming University ownership of IP including clarity terms around revenue sharing. LoginPLAYBOOK
Data Room
Storage bank for legal/commercial to check all relevant copies of agreements (redacted as necessary) LoginPLAYBOOK
Inter Institutional Agreement
Where two parties have jointly contributed to creation of IP and they wish one party to lead on protection and exploitation with revenue shares back to the non-lead LoginPLAYBOOK
Heads of Terms investment into spin out
Typically outline the key commercial terms around equity and investment together with types of shares and the rights and obligation attached. Will cover essential elements which may be in Investment & Shareholder Agreements as well as Articles. Does not cover Licence terms as HoT for Licence will accompany. LoginPLAYBOOK
Heads of Terms (Licence)
Typically outline the key commercial terms and conditions agreed upon by parties LoginPLAYBOOK
Heads of Terms (Licence spin-out)
Typically outline the key commercial terms and conditions agreed upon by parties LoginTEMPLATES
TEMPLATE
Disclosure form
Used to capture an idea, invention, innovation or discovery. Which may have a practical application LoginTEMPLATE
Confirmatory Assignment
Agreement between University and inventors/creators confirming University ownership of IP including clarity terms around revenue sharing. LoginTEMPLATE
Heads of Terms investment into spin-out
Typically outline the key commercial terms around equity and investment together with types of shares and the rights and obligation attached. Will cover essential elements which may be in Investment & Shareholder Agreements as well as Articles. Does not cover Licence terms as HoT for Licence will accompany. LoginTEMPLATE
Heads of Terms (Licence)
Typically outline the key commercial terms and conditions agreed upon by parties LoginTEMPLATE
Heads of Terms (Licence spin-out)
Typically outline the key commercial terms and conditions agreed upon by parties LoginTEMPLATE
Inter-institutional Agreement
Where two parties have jointly contributed to creation of IP and they wish one party to lead on protection and exploitation with revenue shares back to the non-lead LoginTEMPLATE
Company Articles
Document that forms the company's constitution, and defines the responsibilities of the directors, the kind of business to be undertaken, and the means by which the shareholders exert control over the board of directors LoginTEMPLATE
Subscription Agreement
Agreement for a company issuing shares to an investor (or investors) in exchange for investment money and for initial spin out deal, the University for putting in the IP licence. LoginTEMPLATE
Shareholder Agreement
Agreement covers management, capital, pre-emptive rights, and other shareholder rights and obligations. Inclusive of tax arrangements. May also include Warranties. LoginTEMPLATE
IP Licence Agreement - copyright
Contract between two parties that grants one the right to use another party's IP, such as copyrighted material, know how or patents and key events that may terminate the licence. What IP is being licenced (any encumbrance) LoginTEMPLATE
IP Licence Agreement - patent & know how (not spin out)
Contract between two parties that grants one the right to use another party's IP, such as copyrighted material, know how or patents and key events that may terminate the licence. What IP is being licenced (any encumbrance) LoginPlease note
The Deal Readiness Toolkit Playbooks, Templates, Checklists and supporting materials are to be treated as University of Southampton copyright, on behalf of the “SETsquared Partnership”. They are free for universities, institutions and companies to use, adapt and re-use for the purpose of undertaking collaborative research. Where practicable, the source of the Deal Readiness Toolkit Playbooks, Templates, Checklists and supporting materials should be cited.