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
Overview checklist (Spin-out), pre-incorporation to post spin-out activities. 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 the 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 the 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 the initial spin-out deal, and for the university to put 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. LoginGLOSSARY
- Academic Founders
- Articles of Association
- Assigned IP
- Bad Leaver
- Board minutes
- Board of Directors
- Business plan
- Cap table
- Collaboration Agreement
- Commercialisation
- Company
- Completion
- Confidential Information
- Confirmatory IP Assignment
- Conflict of Interest / CoI
- Conflict of Interest Management Plan
- Consortium Agreement
- Consultancy Contracts
- Contributor
- Convertible loan
- Copyright
- Creative Commons Licence
- Data Room
- Deferred Shares
- Development Milestone
- Diligent and Reasonable Efforts
- Dilution
- Directors
- Drag Along Rights
- Encumbrances
- Enterprise Investment Scheme (EIS)
- Equity
- Equity Split
- Exclusive
- Exclusivity period
- Export control
- Export control
- Facility Access Agreement
- Field
- Freedom to Operate / FTO
- Fund Group
- Funder
- Funder terms and conditions
- Good Leaver
- Heads of Terms / HoTs
- Improvements
- Incorporation
- Industrial designs
- Intellectual Property / IP
- Intellectual Property Rights / IPR
- Investment
- Investor
- Investor due diligence
- IP due diligence
- Know-how
- Leaver
- Licence Agreement
- Licensee
- Licensor
- Material transfer agreement / MTA
- Net Receipts
- Net Sales Value
- Non-exclusive
- Non-Executive Director / NED
- Non-Founding Academic IP Originators
- Non-sub-licensable
- Option
- Options Pool
- Ordinary Shares
- Originator
- Ownership
- Patent Cost Reimbursement
- Patent family
- Patents
- Plant variety rights
- Post-money Valuation
- Pre-Emption Rights
- Pre-Money Valuation
- Pre-Requisite Conditions
- Prior Art
- Public disclosure
- Research and Development / R&D
- Research Contracts
- Research Excellence Framework / REF
- Researcher
- Researcher IP agreement
- Reserved Right
- Restricted Sectors
- Revenue Share
- Royalty Rate
- s.431 Election
- Seed Enterprise Investment Scheme
- Seed Investment
- Share Incentive Plan
- Share Incentive Pool
- Share Price
- Shareholders Agreement
- Spin Out
- Statutory Registers
- Sub-licensable
- Subscription Agreement
- Tag Along Rights
- Technology Readiness Level / TRL
- Technology Transfer Office / TTO
- Term
- Territory
- Third Party
- Tiered Royalties
- Trade Secrets
- USIT Guide
- Valuation of IP
- Warranties
Please note
The Deal Readiness Toolkit Playbooks, Templates, Checklists ("DRT Resources") 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 commercialising university research and provided the DRT resources are not charged for. Where practicable, the source of the DRT Resources should be cited.