A blueprint for university spinout investment deals across two guides

The University Spinout Investment Terms (USIT) Guide and USIT for Software are produced in collaboration with leading universities, prominent investors, and global legal practices.

USIT

USIT Guide in brief

A series of recommendations for practitioners

Essential reading for innovators as well as those working to facilitate venture creation, the Guides are relevant across sectors including life sciences, deeptech and cleantech, as well as for those applying software solutions to real-world challenges. The Guides provide a quick reference for best practice for structuring positive deals, covering equity, royalties, licensing and due diligence among other topics.

Why is it needed?

Accelerating deal flow for the benefit of all

The USIT Guide is the result of the first successful attempt to convene leading UK universities and investors outside of the negotiating table. It draws on decades of experience from organisations that have completed hundreds of these deals across numerous industries—and makes the benefit of their experience available for all. It offers consistent and transparent recommendations, to minimise transaction costs and to simplify complex negotiations. In so doing, it will help accelerate deals and strengthen the ability of university entrepreneurs to create transformational businesses.

Our Contributors

The USIT Guide was developed throughout 2022 under the stewardship of TenU and agreed upon by experienced representatives of leading technology transfer offices and venture capital firms.

Download the USIT and USIT for Software Guides.

Whether you're a technology transfer professional, investor, founder or lawyer, these guides are indispensable resources that provide the knowledge and tools necessary to drive innovation forward. They are designed to help you overcome common challenges, seize opportunities, and ultimately bring your ideas to market with confidence. The Guides are also useful to university leadership, government and others interested in understanding how investment deals are structured.

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USIT

Landing Zones

Invaluable for university IP deals  

Structured to create a ‘landing zone’ of terms , so that conversations can be guided rapidly to a place where agreement can be reached more quickly.

Deal Leavers

A series of tools for deal optimisation

There are several factors and levers which can be varied to allow founders to modify the equity proposition as the license transaction is considered in its entirety.

Principles

Clear and concise guidance

Taking an impact-first approach in university innovation policy, prioritising the societal benefit of a technology, good market value and enabling entrepreneurial culture. The core principles recognise that spinout creation is a complex process and requires stakeholders to work collaboratively to navigate challenges.

“Having a guide written by experts and participants on all sides helps everyone to answer the question ‘Is this deal within normal boundaries?’ without fixing defined terms which may not suit any individual deal. Here’s to speeding up dealmaking!”

Steve Bates
CEO BioIndustry Association
“The USIT Guide provides information and context, gives some strategies and hints on how to approach university licensing, and offers consistency in approach for university communities. These preparatory steps are essential, regardless of the technology area, university or VC at the table. The end result will be a more streamlined process to start-up launch and a greater likelihood of agreements that are fit for purpose.”

Lesley Millar-Nicholson
Executive Director, MIT Technology Licensing Offce
“The BVCA is proud to have supported TenU in the production of the USIT Guide. This will help bridge the gap between founders, universities and investors so that spin-outs can be created quickly and be in the best position to start their funding journey. Creating the right funding ecosystem for spin-outs will help build on the fantastic ideas coming from universities in all the nations and regions of the UK.”

Michael Moore
CEO, BVCA

The process

1000s of hours of engagement

Seven roundtable sessions

10 deepdive sessions with roundtable sub-groups and lawyers

Consultation meetings with the BIA, BVCA, PraxiusAuril, the Russell group and others

Dedicated Resource for Software Development.

With the increasing significance of software in the innovation ecosystem, USIT for Software serves as a tailored resource specifically addressing the unique challenges and opportunities associated with software development and commercialisation. This guide covers everything from software licensing and intellectual property rights to the nuances of open-source software, ensuring you have the knowledge to navigate this dynamic field effectively.

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The USIT Guide – an International Perspective

An exciting panel of speakers from leading US and UK venture capital firms and technology transfer offices came together in London to discuss the origins, merits and impact of international initiatives to support university-investor negotiations leading to investments in spin-outs. Listen to the podcast of this event brought to you by Global University Venturing.