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The standard · version 1.1.0 · 15 November 2026

University spinouts

For a company built on university research, or founded by people at a university. It is read at every stage, outside the six pillars.

Each check gets a status and none of them counts towards a pillar. An investor in a spinout asks everything they ask of any startup, and then a second set of questions about the university: what the company has the right to use, what the university holds, and who is leaving to build the company.

Most of the answers sit in one agreement with the university, and the rules for that agreement differ by country. In Ireland a national protocol sets them. A number in brackets after a quotation from it, such as (168), is the paragraph of the protocol it comes from.

In the UK each university publishes its own terms. Both are quoted here with the date each was read, because they change. The figures are for software companies. Life sciences and hardware spinouts have higher published ranges and are outside this standard. Six terms are used throughout.

A licence is permission to use IP that someone else still owns. An assignment hands over ownership. An option is an agreement that holds the IP for the founders for a fixed period, so that they can take a licence to it later. Heads of terms, also called a term sheet, is a short document that sets out the main terms before the full agreements are written.

The cap table is the list of who owns what share of the company. A share dilutes when its percentage falls as new shares are issued to investors. Every check is marked in the same order: Not met first, then Shown, then Claimed. The first test that fits is the status.

Where none fits, the deck is silent and the status is Unknown. This is not legal advice, and it does not replace the university's own policy or your own adviser.

The kinds of company

Spinout built on the university's IP

The company depends on intellectual property the university has rights to: a patent, software, data or a trained model created in university work. Ireland's protocol calls this "Spin-out company: IP-based": a company that at formation was "dependent on the exploitation of specific intellectual property rights" of the university.

What it owes the university
A licence to that IP and a share of the company. The protocol says such a company "will usually take a licence to that IP from the RPO in addition to any equity share" (168). An RPO is a research performing organisation: a university or institute funded by the State. In Ireland the licence cannot be swapped for an assignment at formation, and the university must take equity, with no percentage set. In the UK the university's own published terms give its share and any royalty.

Where it comes from SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

Spinout built on a researcher's know-how

The company needs no licence to registered IP. It draws on the "knowledge and expertise (know-how)" of a researcher or member of the university (169). The protocol calls this "Spin-out company: IP-independent".

What it owes the university
A share of the company, and no licence to registered IP. The protocol's definition ends: "The RPO will hold equity in the spin-out." In the UK several universities publish a lower share for companies built on software, know-how and data: UCL and Edinburgh 5 to 10%, Cambridge 5% on its fast track.

Where it comes from SourcesKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationUCL Ventures, undatedCreate a companyEdinburgh Innovations, University of Edinburgh, 30 January 2026Rapid Spinout PilotCambridge Enterprise, 7 May 2024New fast track equity model

Start-up by staff or students

A company "created by staff or students but which is not based on IP or knowledge to which the RPO has rights under its Policy for IP commercialisation" (170). Whether the university has rights is decided by its own IP policy, not by whose idea it was. So the policy has to be read.

What it owes the university
Nothing. The protocol: "the company is not required to negotiate a formal IP Licence or equity share with the RPO." An investor will still ask how you know the university has no rights, so be ready to show it: the policy, and what the university has said. Oxford treats a start-up that uses no University-owned research "just like any other private company", and takes 5% only from those that join its incubator.

Where it comes from SourcesKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationOxford University Innovation, undatedCompany structure and ownership

No university connection

Nobody in the founding team was employed by or studying at a university when the work was done, and the company uses nothing a university has rights to.

What it owes the university
Nothing. None of the university checks apply.

Where it comes from SVV's judgementThe fourth answer on the card, so that a company with no university connection is never asked these checks. It is not one of the protocol's kinds.

The rules by country

Ireland

  1. The rules are in Ireland's National IP Protocol 2019. It applies to research performing organisations funded by the State: the universities and institutes. It uses two words with fixed meanings. "Shall" is "a mandatory principle that may not be varied by negotiation". "Should" marks "good practice that will normally be followed".

    SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

  2. A licence is mandatory, and assignment when the company is formed is not allowed. "RPOs shall therefore license intellectual property to spin-outs rather than assign. Assignment is an irrevocable transfer of rights." (242)

    SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

  3. Assignment can follow later, if it is agreed at the start. "Assignment of IP may be possible at a future time if certain pre-agreed commercial, developmental and/or investment milestones are met" (244). "Assignment shall be subject to commercial terms to be negotiated at the time of the initial licence." (246) The protocol itself says: "An investor may wish to have some certainty that IP can be assigned to an acquirer in the future." (245)

    SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

  4. The university takes equity, and no percentage is set. "The RPO shall take equity in the spin-out company" (201). "Agreeing equity share in a company is a commercial negotiation based on risk and reward." (213) The share "should be set relative to a specific and realistic level of investment to be achieved or company valuation to be attained" (210). Each university's own policy gives its figure, and its technology transfer office has the current one. The Irish policies read for this standard give one figure for every sector, with no separate one for software.

    SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

  5. The university must formally approve the spinout, under a policy it has published. "The formation of a spin-out company shall be formally approved by the RPO according to its policies." (175)

    SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

  6. Anyone who stays a university employee while working with the spinout "shall need consents from the RPO for the activities undertaken in relation to the spin-out", and conflicts of interest "shall need to be adequately managed" (188).

    SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

  7. Later research is not part of the first licence. "Access to future IP generated by the RPO that may be of interest to the company shall be governed by separate licensing terms at the time that such IP arises, subject to any pre-existing obligations." (248)

    SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

  8. The shareholders' agreement and the licence "should be treated as two separate agreements which should be executed simultaneously" (226).

    SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

  9. A start-up by staff or students that uses no IP or knowledge the university has rights to "is not required to negotiate a formal IP Licence or equity share with the RPO" (170).

    SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

  10. Before the company exists, the founders can ask for an option agreement or a stand-still letter. Under either, the university agrees "to maintain the intellectual property for a fixed period (typically 6-12 months)" and not to offer it to any other company (240).

    SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

  11. People who contributed to the IP and have no role in the company "should not be considered as company founders" (205), and "will not usually receive shares in the company" (206).

    SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

  12. The university "may seek the right to appoint a director to the board", usually "for a fixed period of time, e.g. until a certain level of investment has been achieved in the company", and may ask for an observer (202).

    SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

UK

  1. There is no national rule on terms. Each university publishes its own, and they differ. For software the published share runs from 5% (King's College London, and Cambridge's fast track) to 10% (Manchester, and Oxford for qualifying software companies), with or without a royalty. These figures are for software. Life sciences and hardware spinouts have higher published ranges, which this standard does not hold.

    SourcesKing's College London, 30 July 2026King's College London increases founder equity stakes in university spinoutsCambridge Enterprise, 7 May 2024New fast track equity modelThe University of Manchester, 1 April 2025Guidance note to the 2025 IP Policy: university economic return on its IPOxford University Innovation, undatedCompany structure and ownership

  2. The Independent Review of University Spin-out Companies (November 2023) recommends 10% or less for software. "For less IP-intensive sectors, common in software-only spin-outs, typical deal terms should be much lower, with university equity of 10% or less." The government's response: "The government accepts all the recommendations made by the independent review."

    SourcesDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)Department for Science, Innovation and Technology and HM Treasury, 2023Government Response: Independent Review of University Spin-outs

  3. The guide for software that followed (TenU, 20 May 2024) "recommends founders have 90-95% equity in software spinouts", which leaves the university 5 to 10%. The guide itself sits behind a form and was not read. The figure is from TenU's own page.

    SourceTenU, 20 May 2024Universities and investors launch founder-friendly blueprint for boosting UK software spinouts

  4. What has been agreed is higher than what is recommended. The Royal Academy of Engineering reports that between 2024 and 2025 the average stake universities took in software spinouts was 17%, which it calls "above the recommended range". Across all spinouts: "In 2025, the average university equity stake in spinouts fell to 16%."

    SourceRoyal Academy of Engineering, 2026Spotlight on Spinouts 2026

  5. A licence is the usual form, and assignment can come later. The terms guide written by universities and investors: "Continued IP ownership can remain with the university where the spin-out is able to control ongoing strategy and prosecution, or IP can be assigned to the spin-out (post patent issuance) with an exit fee negotiated and reversion rights retained by university." The guide was written for life sciences.

    SourceTenU, 2023University Spin-out Investment Terms (USIT) Guide 2023

  6. Academics usually keep their university post. The same guide: "The academics and researchers typically retain their employment with the university to continue their research and teaching duties. In such cases, the roles of the academics and researchers in the company are defined through consultancy agreements."

    SourceTenU, 2023University Spin-out Investment Terms (USIT) Guide 2023

  7. Investors want the people working in the company to hold most of the founders' shares. The review: "investors told us that they prefer that founders working permanently in the company own the bulk of the founding equity to reflect the risk taken by the founder in leaving academia."

    SourceDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)

  8. The deal takes time. In the review's survey of founders it "most commonly took 4 to 6 months to complete (25%), although the average (mean) was 11 months". The terms guide gives "under three months a preferred target timeframe".

    SourcesDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent review of university spin-out companies: insights from a survey of spin-out founders (annex D)Department for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)TenU, 2023University Spin-out Investment Terms (USIT) Guide 2023

Elsewhere

  1. This standard quotes published terms for the UK and Ireland only. For a university anywhere else the same checks apply, and the figures to quote are that university's own. Ask its technology transfer office for the policy and its date.

    SVV's judgementNo terms were gathered outside the UK and Ireland. The checks are about what any investor needs to know, so they are kept; the figures are not.

  2. For comparison, the UK review reports that American universities "typically take 3-10% equity stakes". Y Combinator, writing for American founders: "3-5% is typical. Above 10% will cause problems."

    SourcesDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)Y Combinator, 28 October 2020How to spin your scientific research out of a university and into a startup (Jared Friedman)

The checks, by round

Each check gets a status. None of them counts towards a pillar.

Before the company exists

The customer need, and how many possible customers have been spoken to

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how; Start-up by staff or students.
Published, UK
St Andrews asks for "at least 20 substantive customer engagements" before a project can go forward as a spinout. Innovate UK's ICURe Explore programme pays a researcher "to participate full-time over the 12 weeks" on customer discovery, with up to £35,000. UK investors asked in 2005 ranked the ability to satisfy a customer need first among the reasons they had invested.SourcesUniversity of St Andrews, 2025Intellectual Property Commercialisation Policy: Stage Gate ProcessInnovate UK (ICURe), 2026ICURe Explore October 2026: Key Dates & ExpectationsBVCA and Library House, 2005Creating Success from University Spin-outs
Published, Ireland
The protocol lists when a spinout is appropriate. Its list begins: "A clear value proposition", "Market opportunity or unmet need", "A plan to reach the market" (174). Enterprise Ireland's Commercialisation Fund Feasibility Grant gives researchers €15,000 "to help validate the potential market opportunity before development".SourcesKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationEnterprise Ireland, undatedCommercialisation Fund
How it is read, and what counts
How it is read from a deck
From the interview, or from the deck if there is one. Count conversations with people who would buy or use the product. Colleagues in the same field do not count. In the reason, set beside the published line: the count the founder gives.
Shown
The founder gives all three: a count of conversations with possible customers, who they were by role and kind of organisation, and one thing learned from them.
Claimed
The founder says possible customers have been spoken to, or that there is interest, and leaves out any of the three: the count, who they were, or what was learned.
Not met
The founder says no possible customer has been spoken to yet.
What would evidence it
A log of the conversations: date, role, kind of organisation, what they do about the problem today, and what they said.

Who will work in the company full-time, and who will lead the business

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how; Start-up by staff or students.
Published, UK
Oxford University Innovation: "While not all founders need to stop their University work, investors will usually expect at least one founder to join the company full-time to manage day-to-day operations." St Andrews asks each project to identify "a commercial champion" before a spinout goes forward. The Royal Academy of Engineering found that 81% of spinouts "have at least one co-founder with commercial experience".SourcesOxford University Innovation, undatedCompany structure and ownershipUniversity of St Andrews, 2025Intellectual Property Commercialisation Policy: Stage Gate ProcessRoyal Academy of Engineering, 2026Spotlight on Spinouts 2026
Published, Ireland
The protocol expects a founder from outside the university "to bring complementary expertise such as commercial experience and lead on the development of the business", usually "in a senior management position such as CEO" (184). An academic founder may join full-time, join part-time, split their time, or stay at the university and chair an advisory board (186). Anyone who stays an employee needs the university's consent (188).SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation
How it is read, and what counts
How it is read from a deck
From the interview, or the team slide if there is a deck. Look for a name against each of two jobs: full-time in the company, and leading the business. In the reason, set beside the published line: who the founder names for each job.
Shown
Both are named: a person who will work in the company full-time, with a date or a condition for leaving their post, and a person who will lead the business. One person can be both.
Claimed
The founder says somebody will go full-time or somebody will lead the business, and anything Shown asks for is missing. For example: only one of the two is named; the full-time person has no date or condition; a chief executive is "to be recruited"; or the team is only said to be committed. A founder who has not decided, or who says only that someone else could run it, has named nobody: that is Unknown, not Claimed.
Not met
The founder says nobody will work in the company full-time. This is marked even where a chief executive is "to be recruited". A founder who is undecided has not said this: that is Unknown.
What would evidence it
A short written statement of who does what from the day the company is formed, and the university's agreement to the time of anyone who stays.

Where the IP stands: who has rights in it, and what holds it for the founders

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how; Start-up by staff or students.
Published, Ireland
The founders can ask for an option agreement or a stand-still letter. Under either, the university agrees "to maintain the intellectual property for a fixed period (typically 6-12 months) and not to market or enter into discussions with any other company that has an interest in licensing the IP" (240). The protocol's picture of the journey puts "Sign IP term sheet or option or stand still letter" and "Agree RPO/Academic Founder equity share" before the company is registered.SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation
Published, UK
There is no national instrument, and each university has its own route. UCL prepares a licensing heads of terms document that "can be shared with potential investors". St Andrews asks for an invention disclosure and a first roadmap before it registers any IP. Start early: founders in the UK review's survey reported a mean of 11 months to complete the deal.SourcesUCL Ventures, undatedCreate a companyUniversity of St Andrews, 2025Intellectual Property Commercialisation Policy: Stage Gate ProcessDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)
How it is read, and what counts
How it is read from a deck
From the interview, or an IP slide if there is a deck. Look for three things: what the company would rely on, who has rights in each item, and any signed paper that holds it for the founders. In the reason, set beside the published line: what is signed, and the date the office was told.
Shown
The founder gives all three: what the company would rely on, who has rights in each item, and a signed option, stand-still letter or heads of terms, with its date.
Claimed
The founder speaks about the IP and any of the three is missing. For example: the items are listed and nothing is signed; the university is said to be supportive; or the IP is said to be "ours".
Not met
The founder says the university has not been told about the plan. This is marked even where the items and the rights in them are listed.
What would evidence it
The invention disclosure, and the option, stand-still letter or heads of terms. A list of everyone who contributed, with their employer or funder at the time.

Which of the three kinds of company this is, and whether a company is the right route

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how; Start-up by staff or students.
Published, Ireland
The protocol's three kinds: a spinout that relies on the university's IP, a spinout that relies on a researcher's know-how, and a start-up by staff or students that uses neither (168 to 170). Only the first two owe the university anything. In approving a spinout the university must weigh "whether greater potential for commercial or societal returns exist by way of creating a spin-out than by licensing" (176).SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation
Published, UK
There is no national definition. The university's own IP policy decides what it has rights to. On the route, St Andrews sends each project down "one of two pathways: spin-out formation or licensing". James Baker of Amadeus Capital Partners: "Not every spin-out has a multi-$B outcome potential and so is VC actually the right capital tool for their business?"SourcesUniversity of St Andrews, 2025Intellectual Property Commercialisation Policy: Stage Gate ProcessUK Business Angels Association, 9 July 2026How academic founders raise capital in the UK
How it is read, and what counts
How it is read from a deck
From the interview. Ask whether the company could build its product without anything the university has rights to, and what the alternative to a company would be. The answer on the card is where the reading starts. It is not the founder naming the kind: mark only from what the founder says. In the reason, set beside what that kind owes, and the named university's own terms: the kind the founder's answers point to. Where this standard holds no published terms for the university named, say so in the reason, and give no terms from memory.
Shown
The founder gives all three: which kind applies and why; that this has been checked against the university's IP policy or with the technology transfer office; and why a company is a better route than a licence.
Claimed
The founder names a kind, or says the university has no rights, and any of the three is missing. For example: the policy has not been read and the office has not been asked; or no reason is given for a company over a licence. A founder who does not know who has rights in the work has named no kind: that is Unknown.
Not met
The founder says the company uses none of the university's IP, also says it relies on code, data or models created in university work, and has not checked this with the university. Mark this in place of Claimed.
What would evidence it
The university's IP policy, and a written answer from the technology transfer office on which kind this is.

Pre-seed

Where the agreement with the university stands

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how; Start-up by staff or students.
Published, Ireland
Before investment the protocol prefers agreements that are "simple and swift to negotiate. Typically, this may be by way of a Term Sheet and an option to a licence to the IP, or similar" (212). An option or stand-still letter typically holds the IP for 6 to 12 months (240). The spinout itself must be formally approved by the university (175).SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation
Published, UK
In the review's survey of founders the deal "most commonly took 4 to 6 months to complete (25%), although the average (mean) was 11 months". The terms guide written by universities and investors gives "under three months a preferred target timeframe". At UCL the full licence and the equity agreement "are typically executed alongside the first investment round", from heads of terms agreed earlier. Where founders need no licence, Cambridge's fast track offers, in return for 5% equity, to "confirm that the University of Cambridge has no hold over the founders' rights", and says this has real value when a company raises capital or is sold.SourcesDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent review of university spin-out companies: insights from a survey of spin-out founders (annex D)TenU, 2023University Spin-out Investment Terms (USIT) Guide 2023UCL Ventures, undatedCreate a companyCambridge Enterprise, 7 May 2024New fast track equity model
How it is read, and what counts
How it is read from a deck
Usually on the team, IP or cap table slide, or in the appendix. Look for the stage reached (option, stand-still letter, heads of terms, signed licence), a date, and what is still open. In the reason, set beside the published line: the stage and the date the deck gives.
Shown
The deck gives both the stage the agreement has reached and its date: an option or stand-still letter signed, heads of terms agreed, or the licence signed. For a start-up that uses none of the university's IP: the deck says the university has confirmed that it has no rights, with the date.
Claimed
The deck mentions the agreement with the university, or its support, and gives less than Shown asks for. For example: a stage with no date; the university "supports" the company; the IP "is being transferred"; or the university "has no claim", with no date.
Not met
The deck says talks with the university have not started, or that nothing is agreed.
What would evidence it
The signed option, stand-still letter or heads of terms. A line from the technology transfer office on what is left to agree and by when.

Customer conversations held

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how; Start-up by staff or students.
Published, UK
St Andrews asks for "at least 20 substantive customer engagements" before a spinout goes forward. In the Royal Academy of Engineering's survey the commonest theme from investors (56%) was "insufficient knowledge or naiveté on the commercial side", which included "thinking that good science will definitely make a good spinout".SourcesUniversity of St Andrews, 2025Intellectual Property Commercialisation Policy: Stage Gate ProcessRoyal Academy of Engineering, undatedThe Entrepreneur's Handbook: stage 2
Published, Ireland
The protocol says a spinout is appropriate when there is "Market opportunity or unmet need" and "A plan to reach the market" (174). Before it approves one, the university expects to receive "a business proposition or business strategy document" (177).SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation
How it is read, and what counts
How it is read from a deck
Usually on the problem, customer or traction slide. Count conversations with people who would buy. Conference feedback and other researchers do not count. In the reason, set beside the published line: the number the deck gives.
Shown
The deck gives all three: a number of conversations with possible customers, who they were by role and kind of organisation, and one thing learned that shaped the product.
Claimed
The deck says customers have been spoken to, or that there is demand or interest, and leaves out any of the three: the number, who they were, or what was learned.
Not met
The deck says customer conversations have not started, or the only evidence of demand it gives is publications, prizes or grants.
What would evidence it
The conversation log: date, role, kind of organisation, what was said.

A commercial lead in the team, or a plan to recruit one

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how; Start-up by staff or students.
Published, UK
The commonest theme from investors in the Royal Academy of Engineering's survey was "insufficient knowledge or naiveté on the commercial side" (56%). Sara Palmer of Innovate UK Business Connect: "The team needs to demonstrate that they have commercial skills as well as their deep technical skills, even if just as advisors on the board or fractional director." The 2005 BVCA review called the difficulty of engaging experienced management "the number one recurring theme".SourcesRoyal Academy of Engineering, undatedThe Entrepreneur's Handbook: stage 2UK Business Angels Association, 9 July 2026How academic founders raise capital in the UKBVCA and Library House, 2005Creating Success from University Spin-outs
Published, Ireland
The protocol expects a founder from outside the university "to bring complementary expertise such as commercial experience and lead on the development of the business, including business planning and securing investment" (184).SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation
How it is read, and what counts
How it is read from a deck
On the team slide and the use of funds. Look for a named person who leads the business, or the role shown as a hire with a date and a cost. In the reason, set beside the published line: who leads today, and when the hire is due.
Shown
The deck does one of two things in full. It names the person who leads the business and states their commercial experience. Or it shows the role as a hire, with a date and a cost in the use of funds.
Claimed
The deck names a lead, or says one will be recruited, and gives less than Shown asks for. For example: a named lead with no commercial experience stated; or a hire with no date or no cost.
Not met
Nobody on the team slide is named as leading the business, and the deck says nothing about recruiting a commercial lead.
What would evidence it
What the commercial lead has done, in their own words: what they sold and to whom, or what they ran. For a planned hire, the job description and the budget line.

Grants shown as reducing risk, with any funder's rights over the IP

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how; Start-up by staff or students.
Published, UK
The UK review says outside funders other than industry "are involved with around 10-20% of spin-outs created each year", and "In these cases, the TTO needs to secure agreement from all third-party funders to commercialise the IP." A TTO is the university's technology transfer office. Funders differ: UK Research and Innovation works on a principle of "taking no share in IP income, nor requiring consents, whilst NIHR requires consents and revenue sharing". The 2005 BVCA review found agreement that validating the market and the technology "should be funded by grants rather than equity".SourcesDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)BVCA and Library House, 2005Creating Success from University Spin-outs
Published, Ireland
In setting its share the university "shall take into account state support for the research underpinning the commercial prospect" (213). Enterprise Ireland's Commercialisation Fund pays for validation before a company exists: €15,000 to test the market, and up to €100,000 "to demonstrate proof of concept".SourcesKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationEnterprise Ireland, undatedCommercialisation Fund
How it is read, and what counts
How it is read from a deck
Usually on the traction, funding history or use of funds slide. Look for what each grant paid for and proved, and whether the funder has rights in the results or must consent to the licence. In the reason, set beside the published line: each funder the deck names.
Shown
The deck gives all three for its grants: the amount of each, what each one proved, and whether any funder has rights over the IP or must consent.
Claimed
The deck lists grants and leaves out any of the three. For example: grants shown as money raised with nothing on what they proved; or nothing on funders' rights.
Not met
The deck counts grant income as revenue, or its use of funds is further research with no customer milestone. This is marked even where the grants are listed in full.
What would evidence it
The grant offer letters with their IP clauses. Where a funder must consent, the consent.

Who will work in the company after the round, who stays at the university, and the university's consent for those who stay

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how; Start-up by staff or students.
Published, Ireland
An academic founder may join full-time, join part-time, split their time, or stay at the university and chair an advisory board (186). Anyone who stays a university employee while working with the spinout "shall need consents from the RPO for the activities undertaken in relation to the spin-out" (188). People who contributed to the IP and have no role in the company "should not be considered as company founders" (205).SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation
Published, UK
The terms guide written by universities and investors says academics "typically retain their employment with the university", with their roles in the company "defined through consultancy agreements". Oxford University Innovation: "investors will usually expect at least one founder to join the company full-time". Y Combinator, writing for American founders: "Academic cofounders should own no more than 10%."SourcesTenU, 2023University Spin-out Investment Terms (USIT) Guide 2023Oxford University Innovation, undatedCompany structure and ownershipY Combinator, 28 October 2020How to spin your scientific research out of a university and into a startup (Jared Friedman)
How it is read, and what counts
How it is read from a deck
On the team slide. For each founder, look for full-time, part-time or adviser after the round, with the date, and for a line saying the university has agreed to the time of anyone who keeps a post. In the reason, set beside the published line: who keeps a post, and the share each of them holds on the cap table.
Shown
The deck says for every founder whether they will be full-time, part-time or an adviser after the round, and says the university has agreed to the time of each one who keeps a post.
Claimed
The deck says it for at least one founder and falls short of Shown: a founder is left out, or nothing is said on the university's agreement for those who keep a post.
Not met
The deck shows that no founder will be full-time in the company after the round.
What would evidence it
Each founder's contract or letter with the company, and the university's written consent for anyone who keeps a post.

What the university holds before and after the round, and whether the cap table leaves room for the people still to be hired

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how.
Published, Ireland
The protocol sets no percentage. Trinity and Galway each take "no less than ten percent (10%)", and DCU takes a fixed 10%. DCU's founders "must create an initial 10% employee options pool, pre-investment". The protocol reminds founders that "further equity sharing will be required downstream e.g. with subsequent investors, management and staff" (216).SourcesKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationTrinity College Dublin, 19 October 2022Policy, Practice and Regulations on Intellectual Property - 2022University of Galway, 18 December 2023University of Galway Intellectual Property Policy (QA507)Dublin City University, 10 December 2024Intellectual Property Policy, version 4.0
Published, UK
For software the review recommends "university equity of 10% or less". What was agreed between 2024 and 2025 averaged 17% in software spinouts. UCL keeps "at least 10% reserved for an employee option pool to support early hires, advisors and future growth".SourcesDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)Royal Academy of Engineering, 2026Spotlight on Spinouts 2026UCL Ventures, undatedCreate a company
How it is read, and what counts
How it is read from a deck
On the cap table slide. Look for the university's share before the round and after it, and for an option pool as a line of its own. In the reason, set beside the published lines, and the named university's own terms: the university's share. Where this standard holds no published terms for the university named, say so in the reason, and give no terms from memory. Give no view on whether the share is fair.
Shown
The deck gives the university's share before the round and after it, and shows an option pool as a line of its own with its percentage.
Claimed
The deck gives the university's share and falls short of Shown: no share after the round, or options are mentioned with no line on the cap table.
Not met
The deck shows a cap table with no option pool in it, and nowhere mentions options. This is marked even where the university's share is given in full.
What would evidence it
The cap table before and after the round, with the university, each founder and the pool on it.

Seed

The agreement with the university is signed, and the royalties and fees are stated

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how.
Published, UK
Published royalty and fee terms for software differ widely, so state yours. UCL: "no licensing fees, royalties, or milestone payments". Manchester: "a royalty on net sales, from any Spin-Out, at a rate of 1 to 5%". Imperial: "A flat licensing fee of £50,000 (exclusive of VAT) payable in five annual instalments", with royalties on sales for licensed patents only. Cambridge leaves it to "a secondary discussion on royalty and other financial consideration".SourcesUCL Ventures, undatedCreate a companyThe University of Manchester, 1 April 2025Guidance note to the 2025 IP Policy: university economic return on its IPImperial College London, 1 August 2023Founders ChoiceCambridge Enterprise, 7 May 2024New fast track equity model
Published, Ireland
A licence is mandatory (242), and the licence and the shareholders' agreement "should be executed simultaneously" (226). Royalties differ by university. DCU gives ICT companies a "royalty-free, exclusive, worldwide, perpetual licence". Galway "will normally require royalties on sales, and other payments such as upfront payments and development milestone payments".SourcesKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationDublin City University, 10 December 2024Intellectual Property Policy, version 4.0University of Galway, 18 December 2023University of Galway Intellectual Property Policy (QA507)
How it is read, and what counts
How it is read from a deck
On the IP, cap table or business model slide, or in the appendix. Look for the word signed and a date, whether the licence is exclusive, and what the company pays the university beyond its shares. In the reason, set beside the published lines, and the named university's own terms: the royalty, the fees and the university's share. Where this standard holds no published terms for the university named, say so in the reason, and give no terms from memory.
Shown
The deck gives all four: that the agreement is signed; its date; whether the licence is exclusive; and the royalty rate and fees, or that there are none.
Claimed
The deck says the company has a licence or rights from the university and leaves out any of the four. For example: "an exclusive licence" or "full rights" with no date and no terms.
Not met
The deck says the licence is still being negotiated, or that the company is using the IP under an option or a letter.
What would evidence it
The signed licence and the shareholders' agreement. A one-page summary of the terms: exclusivity, field of use, royalty, fees, and what would let the university end the licence.

Rights to the code, the data and the trained models are each covered

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how.
Published, UK
Pinsent Masons, a law firm: "Some aspects of the data that a spin-out is to use may not fall within the parameters of the IP the spin-out is licenced to use under the usual form of IP licence." Manchester's definition of a software spinout covers code "including AI algorithms and models" and leaves out database rights and patented software. Edinburgh tells founders to list every piece of IP the company needs, which may be "a specific software package, manufacturing process, data set or technique".SourcesPinsent Masons, 23 June 2026Why managing data is essential to securing a successful university spin-outThe University of Manchester, 1 April 2025Guidance note to the 2025 IP Policy: university economic return on its IPEdinburgh Innovations, University of Edinburgh, 2024Spinout Support Guide
Published, Ireland
The protocol's definition of IP includes "copyright (including the copyright in software in any code), database rights, know-how, trade secrets and other confidential information". It does not name trained models or training data. Where the company depends on the university's IP, access "shall be offered by way of a licence" (203), so the licence has to name each thing the product relies on.SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation
How it is read, and what counts
How it is read from a deck
On the IP or product slide, or the slide about the AI. Look for each of the three named separately: the code, the data the models were trained on, and the trained models. In the reason, set beside the published line: what the deck says of each of the three.
Shown
The deck names all three separately, the code, the training data and the trained models, and says for each what right the company has to use it.
Claimed
The deck speaks of its rights and does less than Shown asks for. For example: the company "owns its IP" or "has all rights to the technology"; or the deck covers one or two of the three and is silent on the rest.
Not met
The deck says the licence leaves out something the product relies on: for example it covers the code and not the data it was trained on, or not the trained models.
What would evidence it
The schedule to the licence listing what is licensed. A data map: each data set used in training, who owns it, and the right to use it commercially.

Where the rights are know-how or copyright alone, what stops a competitor rebuilding the product

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how.
Published, UK
The terms guide written by universities and investors: "know-how is a more fragile barrier to entry than a patent and is not a true monopoly right". The UK review says that in software "IP can be more straightforward to work around". TenU's software guide, as quoted on its own page, speaks of a "different distribution of value between founding IP and accumulated founder-customer interaction".SourcesTenU, 2023University Spin-out Investment Terms (USIT) Guide 2023Department for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)TenU, 20 May 2024Universities and investors launch founder-friendly blueprint for boosting UK software spinouts
Published, Ireland
The protocol does not address this. It is a question about the product, not about the agreement, and the UK sources apply to it equally.SVV's judgementNothing published in Ireland was found on this point. That the UK sources apply is SVV's judgement.
How it is read, and what counts
How it is read from a deck
On the moat or competition slide. Look for a reason beyond the licence: data others cannot get, a head start with customers, a place in the customer's daily work. In the reason, set beside the published line: the reason the deck gives.
Shown
The deck gives at least one of three things a reader can check: a named data set the company has and others cannot get, with the reason; named customers already using the product; or a measured lead over a named alternative, with the figure.
Claimed
The deck says the product is hard to copy and gives none of the three. For example: the technology is "proprietary" or "protected", or the team is ahead, with no data set, customer or figure named.
Not met
The only thing the deck gives against copying is the university licence or the founders' publications. Mark this in place of Claimed.
What would evidence it
A comparison against a named alternative on a stated measure, and the data or customer agreements a competitor would need and does not have.

Who owns what the lab produces after the company is formed

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how.
Published, UK
The terms guide: "For a time-bound period (often two years), the university usually offers the spin-out a licence to narrowly defined, university-generated improvements of the earlier-licensed university IP, where feasible." At Imperial the licence keeps the university's right to teach and research, and founders and their lab groups "will require approval from their spinout company for industry sponsored research on the licensed IP".SourcesTenU, 2023University Spin-out Investment Terms (USIT) Guide 2023Imperial College London, 1 August 2023Founders Choice
Published, Ireland
Later research is never included automatically. "Access to future IP generated by the RPO that may be of interest to the company shall be governed by separate licensing terms at the time that such IP arises, subject to any pre-existing obligations." (248)SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation
How it is read, and what counts
How it is read from a deck
On the IP or team slide, or in the appendix. Look for what happens to improvements made in the university after the licence, and whether the academic founders are still doing related research there. In the reason, set beside the published line: what the deck says of later work.
Shown
The deck says both: whether the company has a right to improvements made in the university after the licence, and on what terms. In Ireland the answer may be that each is licensed separately when it arises, and saying so counts.
Claimed
The deck mentions later research in the university and leaves out either part. For example: the company will "continue to benefit" from the lab's research; or it "has rights to improvements" with no terms.
Not met
The deck says the academic founders are continuing the same research at the university and that nothing is agreed about what it produces.
What would evidence it
The improvements clause in the licence, or the separate option agreement.

An option pool for the people still to be hired

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how; Start-up by staff or students.
Published, UK
UCL's model for software and know-how keeps "at least 10% reserved for an employee option pool to support early hires, advisors and future growth". Edinburgh warns that where founding equity leans too far towards past contributions investors correct it, "typically via the creation of a large option pool or via a company restructure".SourcesUCL Ventures, undatedCreate a companyEdinburgh Innovations, University of Edinburgh, 2024Spinout Support Guide
Published, Ireland
DCU: "Spin-out founders must create an initial 10% employee options pool, pre-investment, from their shareholding at the time of company foundation." The protocol leaves it to the company: "Additional shares may be made available for company management and other personnel." (220)SourcesDublin City University, 10 December 2024Intellectual Property Policy, version 4.0Knowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation
How it is read, and what counts
How it is read from a deck
On the cap table slide. Look for the pool as a line of its own, with its size. In the reason, set beside the published line, and the named university's own terms: the size of the pool. Where this standard holds no published terms for the university named, say so in the reason, and give no terms from memory.
Shown
The cap table in the deck shows an option pool as a line of its own, with its percentage.
Claimed
The deck mentions options or an option pool, and its cap table does not show one with a percentage.
Not met
The deck shows a cap table with no option pool in it, and nowhere mentions options.
What would evidence it
The cap table before and after the round, with the pool shown.

Series A

What the founders who work in the company hold after the round, beside what the university and others outside it hold

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how; Start-up by staff or students.
Published, UK
No source gives a figure for a spinout after its Series A, so there is no pass mark and the report states the figures as the deck gives them. The direction is published. The UK review: investors "prefer that founders working permanently in the company own the bulk of the founding equity". Zero Carbon Capital: "the founders need to have the majority of the equity". Expect heavy dilution all the same. In the review's own worked example, a life sciences company that raises £5m and then £15m, two founders who began with 42.5% each hold 10.1% each after the Series A.SourcesDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)Zero Carbon Capital, 2025Spinouts and success, a VC view on spinout equity
Published, Ireland
The protocol sets no figure. It reminds founders that "further equity sharing will be required downstream e.g. with subsequent investors, management and staff" (216), and says of dilution: "it is more advantageous to have a small proportion of a successful company than a large proportion of one that is unable to deliver on its potential" (219).SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation
How it is read, and what counts
How it is read from a deck
On the cap table slide. Look for three figures after the round: the founders working in the company, the university, and anyone else who holds shares and does not work in the company. In the reason, set beside the published line: the three figures. There is no pass mark.
Shown
The deck gives the cap table after the round with all three shown separately: the founders who work in the company, the university, and other holders who do not work in it.
Claimed
The deck speaks of what the founders hold after the round and gives less than Shown asks for. For example: the founders keep "a strong position" or "control" with no figures; or a cap table that does not separate the three.
Not met
SVV's judgement, since nothing is published for this stage: the cap table in the deck shows the university and others who do not work in the company together holding more than the founders who do. This is marked even where the three are shown separately.
What would evidence it
The cap table before and after the round, counting all options and convertible notes as if they were shares, with each holder marked as working in the company or not.

Any protection of the university's stake from dilution has ended, or its limit is stated

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how.
Published, UK
Published terms differ, and where there is a limit it is a published number. Oxford: "University shares are not protected from dilution". Cambridge's fast-track stakes are "fully dilutable". Imperial offers 10% that dilutes, or "5% with non-dilute to £5 million cumulative investment" outside pharmaceuticals. UCL's stake "is protected against dilution from the first £1 million of external investment (after which it dilutes as normal)".SourcesOxford University Innovation, undatedCompany structure and ownershipCambridge Enterprise, 7 May 2024New fast track equity modelImperial College London, 1 August 2023Founders ChoiceUCL Ventures, undatedCreate a company
Published, Ireland
DCU's stake "is fully-dilutable". Trinity may take "ordinary shares which may be fully-dilutable and/or shares bounded by value, time or an event". The protocol says the university's share "should be set relative to a specific and realistic level of investment to be achieved or company valuation to be attained" (210).SourcesDublin City University, 10 December 2024Intellectual Property Policy, version 4.0Trinity College Dublin, 19 October 2022Policy, Practice and Regulations on Intellectual Property - 2022Knowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation
How it is read, and what counts
How it is read from a deck
On the cap table slide or in the appendix. Look for whether the university's shares dilute like everyone else's and, if they are protected, up to what amount raised. In the reason, set beside the published lines, and the named university's own terms: what the deck says of dilution. Where this standard holds no published terms for the university named, say so in the reason, and give no terms from memory.
Shown
The deck says one of two things: that the university's shares dilute with everyone else's; or the amount of investment at which the protection ends, and whether this round passes it.
Claimed
The deck mentions the university's stake and says neither. For example: the stake is "standard" or "in line with policy"; or it is protected up to a stated amount, with no word on whether this round passes it.
Not met
The deck says the university's share is protected from dilution and gives no amount at which the protection ends.
What would evidence it
The clause on the university's shares in the shareholders' agreement, and the cap table after the round.

No term in the licence could block a sale of the company

Applies to
Spinout built on the university's IP.
Published, Ireland
Assignment cannot happen at formation, so the route to it matters. "Assignment shall be subject to commercial terms to be negotiated at the time of the initial licence." (246) The protocol names two routes: a change of ownership with the university's commercial terms kept, or "A buy-out by the company of the licence and its associated commercial obligations", for example "at the point of company acquisition" (247). It accepts that "An investor may wish to have some certainty that IP can be assigned to an acquirer in the future." (245)SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation
Published, UK
The terms guide allows either: the university keeps ownership, "or IP can be assigned to the spin-out (post patent issuance) with an exit fee negotiated and reversion rights retained by university". One seed investor, DSW Ventures, goes further: "the university should commit its IP unconditionally and absolutely through an assignment as soon as SpinCo raises any meaningful funding". The terms investors read are exclusivity, field of use, what lets the university end the licence, and consent for sub-licences and for a change of control.SourcesTenU, 2023University Spin-out Investment Terms (USIT) Guide 2023DSW Ventures, 16 August 2024Investor insights: University spinouts revisited - 2
How it is read, and what counts
How it is read from a deck
On the IP slide or in the appendix. Look for what happens to the licence if the company is bought: whether the university must consent, and whether there is an agreed route to assignment. In the reason, set beside the published line: what the deck says happens to the licence on a sale.
Shown
The deck says one of three things: the licence passes to a buyer without the university's consent; the IP has been assigned to the company; or assignment is agreed, with its terms.
Claimed
The deck speaks of the IP being ready for investors or for a sale and says none of the three. For example: the IP position is "clean" or "investor-ready"; or assignment is "agreed" with no terms.
Not met
The deck says the university must consent to a change of control, or that assignment is still to be negotiated.
What would evidence it
The clauses of the licence on change of control, sub-licensing, termination and assignment.

A full-time chief executive with commercial experience

Applies to
Spinout built on the university's IP; Spinout built on a researcher's know-how; Start-up by staff or students.
Published, UK
Oxford University Innovation: "investors will usually expect at least one founder to join the company full-time to manage day-to-day operations". A technology transfer officer quoted by the Royal Academy of Engineering says academics "assume they can be a full-time academic AND a full-time CEO at the same time". UK investors asked in 2005 ranked "An experienced management team associated with the opportunity" ninth of 42 factors.SourcesOxford University Innovation, undatedCompany structure and ownershipRoyal Academy of Engineering, undatedThe Entrepreneur's Handbook: stage 2BVCA and Library House, 2005Creating Success from University Spin-outs
Published, Ireland
The protocol expects the founder who leads the business to hold "a senior management position such as CEO" (184). Anyone who stays a university employee while working with the company needs the university's consent (188).SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation
How it is read, and what counts
How it is read from a deck
On the team slide. Look for who holds the chief executive's job, whether they are full-time, and what they have done commercially. In the reason, set beside the published line: who holds the job, and any university post they keep.
Shown
The deck gives all three: the name of the chief executive; that they are full-time; and their commercial experience, meaning what they have sold, run or built.
Claimed
The deck names a chief executive, or speaks of its leadership, and leaves out any of the three. For example: a name and a title only; or "experienced leadership team".
Not met
The deck says the chief executive also holds a university post, or shows the role as vacant or interim. This is marked even where a name and commercial experience are given.
What would evidence it
The chief executive's contract with the company. For anyone still at the university, the university's written consent.

Universities' published terms

For software spinouts. Each line is in the university's own words where possible, with the date it carries.

University of OxfordUK

Stake
10% for spinouts "with no patented or patentable IP, who are either qualifying software companies or have had no University support". Otherwise 20%: "In most cases, founding equity is split (before any investment) as 80% founding team / 20% University."
Terms
The stake dilutes: "University shares are not protected from dilution, and will be affected in the same way as founders and management." A start-up that uses no University-owned research gives up nothing unless it joins the incubator, which takes 5%.
Dated
The page gives no date. Read 14 November 2026.
Source
Oxford University Innovation, undatedCompany structure and ownership

University of CambridgeUK

Stake
"5% equity for non-patented Other Technologies", a class that includes software and copyright. 10% where the technology is patented.
Terms
An opt-in fast track; the alternative is a negotiation case by case. The stakes are "fully dilutable". Royalty is "a secondary discussion". For the 5%, Cambridge Enterprise confirms that the University "has no hold over the founders' rights".
Dated
7 May 2024
Source
Cambridge Enterprise, 7 May 2024New fast track equity model

Imperial College LondonUK

Stake
Outside pharmaceuticals the founders choose: 10% that dilutes, or "5% with non-dilute to £5 million cumulative investment".
Terms
"A flat licensing fee of £50,000 (exclusive of VAT) payable in five annual instalments", and "A ten per cent (10%) royalty on net receipts for sub-licensing royalties". Royalties on sales apply to licensed patents only.
Dated
The page says the changes "were rolled out from 1 August 2023". It carries two update stamps: 11 December 2025 and 29 September 2026.

UCLUK

Stake
For IP that cannot be patented (software, know-how, datasets and databases, proprietary algorithms), UCL Ventures "typically takes 5-10% of the spinout's founding equity", and "will typically take a 5% stake" where the founders need little support.
Terms
An exclusive licence with "no licensing fees, royalties, or milestone payments". The stake "is protected against dilution from the first £1 million of external investment (after which it dilutes as normal)". At least 10% of founding equity is kept for an option pool.
Dated
Undated page, read 14 November 2026.
Source
UCL Ventures, undatedCreate a company

University of EdinburghUK

Stake
"5-10% University equity" on the Rapid Spinout pilot, which is for companies built on know-how or copyright, such as software and data.
Terms
A pilot beside the established spinout route. The page, published on 30 January 2026, says "The pilot will launch in late April 2026" and now also says "Now closed". It says its terms follow the USIT guidelines and gives no royalty or dilution terms.
Dated
30 January 2026

The University of ManchesterUK

Stake
"10% equity in Software Spin-Out Companies". 20% in all others.
Terms
Plus "a royalty on net sales, from any Spin-Out, at a rate of 1 to 5%, depending on the technology's maturity and the status of IP at the time of licence". Software here means copyright code, "including AI algorithms and models". Patented software and database rights fall outside it.
Dated
Spinout terms from 1 August 2024. Guidance note dated 1 April 2025.
Source
The University of Manchester, 1 April 2025Guidance note to the 2025 IP Policy: university economic return on its IP

King's College LondonUK

Stake
"5% equity for non-patentable software and digital ventures, including software products, digital platforms and copyright-based innovations."
Terms
10% for patentable technologies outside pharmaceuticals and 15% for pharmaceutical technologies. Before this the university took a fixed 20%. The announcement gives no royalty or dilution terms.
Dated
30 July 2026
Source
King's College London, 30 July 2026King's College London increases founder equity stakes in university spinouts

Trinity College DublinIreland

Stake
Case by case, and "no less than ten percent (10%) Equity in all Campus Companies". No separate figure for software.
Terms
Shares "may be fully-dilutable and/or shares bounded by value, time or an event". The equity is "an independent transaction from the terms of any TCD IP licensing agreement".
Dated
Approved 19 October 2022. Its next review was due on 19 October 2025.
Source
Trinity College Dublin, 19 October 2022Policy, Practice and Regulations on Intellectual Property - 2022

University of GalwayIreland

Stake
"The University will normally be allocated no less than ten percent (10%) equity". No separate figure for software.
Terms
"The University will normally require royalties on sales, and other payments such as upfront payments and development milestone payments".
Dated
In force from 18 December 2023.
Source
University of Galway, 18 December 2023University of Galway Intellectual Property Policy (QA507)

Dublin City UniversityIreland

Stake
10% in every field. "DCU equity in the spin-out is fixed and non-negotiable."
Terms
The stake "is fully-dilutable". Founders create a 10% option pool from their own shares before investment. ICT companies get a "royalty-free, exclusive, worldwide, perpetual licence to the relevant IP". DCU may appoint a board observer while it holds 5% or more.
Dated
In force from 10 December 2024, for spinouts formed after that date.
Source
Dublin City University, 10 December 2024Intellectual Property Policy, version 4.0

University College DublinIreland

Stake
Not obtained.
Terms
UCD's terms could not be obtained for this standard. Ireland's protocol sets no percentage and requires each institution to publish the policy it decides by, so ask the technology transfer office for the current policy and its date.
Dated
Looked for on 14 November 2026.
Source
Knowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

University College CorkIreland

Stake
Not obtained.
Terms
UCC's terms could not be obtained for this standard. Ireland's protocol sets no percentage and requires each institution to publish the policy it decides by, so ask the technology transfer office for the current policy and its date.
Dated
Looked for on 14 November 2026.
Source
Knowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

Added to a spinout's deck reading

  1. The deck says who owns the IP and on what terms the company uses it.

    The test for each mark
    Done
    The deck states all three, on one slide or across several: who owns the IP; what right the company has (an exclusive licence, an option, an assignment); and whether that right is signed.
    Partly
    The deck states one or two of the three. For example: the IP is "licensed" or "secured" with no owner named, or with nothing on whether it is signed.
    Not done
    The deck states none of the three: it never mentions IP, or it presents the technology as the company's own with no word on the university's rights.

    Edinburgh Innovations tells founders to "clarify to potential investors the IP rights that your business needs to operate successfully, and that your company has the necessary access rights". UK investors asked in 2005 ranked clarity over who owns the IP sixth of 42 factors.

    SourcesEdinburgh Innovations, University of Edinburgh, 2024Spinout Support GuideBVCA and Library House, 2005Creating Success from University Spin-outs

  2. The deck says what the university holds.

    The test for each mark
    Done
    The deck states all three: the university's share of the company; whether that share dilutes; and any royalty or fee, or that there is none. For a start-up that owes the university nothing, saying so is enough.
    Partly
    The deck gives the university's share and leaves out either of the other two.
    Not done
    The deck does not give the university's share, and does not say that the university holds nothing.

    The UK review: "We have heard from investors that large stakes make spin-outs less attractive for investment." An investor will work the stake out from the cap table in any case, so the deck should say it.

    SourceDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)

  3. The deck says who is full-time in the company and who stays at the university.

    The test for each mark
    Done
    For every founder on the team slide the deck says which they are, full-time, part-time or adviser, both now and after the round.
    Partly
    The deck says it for at least one founder and falls short of Done: not for all of them, or for now and not for after the round.
    Not done
    The deck does not say for any founder whether they work in the company full-time. Saying the team is "committed" does not count.

    Oxford University Innovation: "investors will usually expect at least one founder to join the company full-time". Edinburgh Innovations says investors want confidence "that you are fully committed to the venture and do not see it merely as an extension of your research activities".

    SourcesOxford University Innovation, undatedCompany structure and ownershipEdinburgh Innovations, University of Edinburgh, 2024Spinout Support Guide

  4. The deck says who leads the business.

    The test for each mark
    Done
    The deck states all three: who leads the business, by name; that they are full-time; and what they have done commercially.
    Partly
    The deck names a lead and leaves out either of the other two. Or it names nobody and shows the role as a hire with a date.
    Not done
    The deck names nobody as leading the business and shows no dated hire for the role. Or it says the named lead is staying in a university post: mark that here, in place of Partly.

    In the Royal Academy of Engineering's survey the commonest theme from investors (56%) was "insufficient knowledge or naiveté on the commercial side". Ireland's protocol expects whoever leads the business to bring "commercial experience" (184).

    SourcesRoyal Academy of Engineering, undatedThe Entrepreneur's Handbook: stage 2Knowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

  5. The deck puts the product and the customer before the science.

    The test for each mark
    Done
    The first three slides after the title say who the customer is, what the problem costs them and what the product does. The research comes later, as the reason the product works.
    Partly
    Anything between the two: at least one of the first three slides after the title names a customer or says what the product does for them, and the three do not cover all three things.
    Not done
    None of the first three slides after the title names a customer or says what the product does for them. For example, all three are about the research, the method, the results or the lab.

    Edinburgh Innovations, on the pitch: "The focus is not on the innovation itself. It is all about the product or service that the company is going to take to market". James Baker of Amadeus Capital Partners: "The startup graveyard is littered with great technology that never got its productisation right and so people didn't buy it." The Royal Academy of Engineering: "Investors don't necessarily have specialist knowledge".

    SourcesEdinburgh Innovations, University of Edinburgh, 2024Spinout Support GuideUK Business Angels Association, 9 July 2026How academic founders raise capital in the UKRoyal Academy of Engineering, undatedThe Entrepreneur's Handbook: stage 2

  6. The deck shows how an investor gets a return.

    The test for each mark
    Done
    The deck states both. First, who would buy or list a company like this: a named buyer, a kind of buyer, or a comparable company that was sold or listed. Second, what this round gets the company to, as a dated milestone: a revenue figure, a number of customers or a stage of the product. It needs no valuation and no forecast of a sale price.
    Partly
    The deck states one of the two and not the other.
    Not done
    The deck states neither. For example: it asks for money to pay for further research or development and says nothing about what an investor gets back.

    UK investors asked in 2005 ranked "The likelihood of achieving an exit" second of 42 factors, and "Founders understanding the need to deliver value to an investor" eighth. Ireland's protocol puts it plainly: "The goal of an investor is to make a return on their investment" (194).

    SourcesBVCA and Library House, 2005Creating Success from University Spin-outsKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

Red flags, as they read for a spinout

When the company is a spinout, these general red flags read as below.

For every company
The company neither owns the code and models its product is built on nor holds a signed licence to them. Raised only where the deck says or shows this. A silent deck is not checked.
For a spinout
Code or models the product is built on belong to someone other than the company and the university (a founder personally, a previous employer or a contractor) and the company holds no signed licence to them. IP the university has rights to is not read here. It is read once, under the Team flag on the right to that IP.
Why
One fact, one flag. A flag on who owns the IP sits under Team and under Product. For a spinout the university's ownership of the IP would raise both, and two pillars would be capped for the fact that makes a spinout a spinout. So the university's IP is read under Team. This flag is kept for IP that belongs to anyone else.

Where it comes from SVV's judgement, so that one fact about a spinout does not cap two pillars. No published source.

For every company
More than 20% of the company is held, before the round, by people who do not work in it
For a spinout
More than 20% of the company is held, before the round, by people who do not work in it, leaving aside the university and its academic founders. Their shares are read once, under the Team flag on the cap table.
Why
One fact, one flag. A flag on the cap table sits under Team and under Systems. For a spinout the university's share would raise both. So it is read under Team. This flag is kept for any other holder who does not work in the company.

Where it comes from SVV's judgement, so that one fact about a spinout does not cap two pillars. No published source.

For every company
Before the round, the founders together hold less than 60% of the company, or one holder who does not work in it holds more than 20%.
For a spinout
Before the round, the university holds more than 20% of the company, or an academic founder who does not work in the company holds more than 20%. A share of 20% or less is not a red flag, even where it is above the 10% recommended for software in the UK: it is set beside the published figures in the university reading.
Why
The general flag is raised where a holder who does not work in the company has more than 20% before the round, and for a spinout the line is the same 20%. The UK review of 2023 recommends a lower share for software: "10% or less". That figure does not work as a red flag. A red flag caps the Team pillar, and at 10% an ordinary spinout trips it: what was agreed in UK software spinouts averaged 17% between 2024 and 2025, and Trinity and Galway take "no less than" 10% by policy. A spinout is not marked down for being one. So the line stays at 20%, and the published figures are set beside the deck's cap table in the university reading, as something an investor will ask about. Cambridge, King's and UCL take 5% to 10% for software, and Manchester and DCU take 10%. The review: "We have heard from investors that large stakes make spin-outs less attractive for investment." For academics who stay, Y Combinator says "Academic cofounders should own no more than 10%", and Zero Carbon Capital expects "≤10% equity for academic founders who are staying on as advisors". Neither of those two is written for software.

Where it comes from SourcesDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)Cambridge Enterprise, 7 May 2024New fast track equity modelKing's College London, 30 July 2026King's College London increases founder equity stakes in university spinoutsUCL Ventures, undatedCreate a companyThe University of Manchester, 1 April 2025Guidance note to the 2025 IP Policy: university economic return on its IPDublin City University, 10 December 2024Intellectual Property Policy, version 4.0Trinity College Dublin, 19 October 2022Policy, Practice and Regulations on Intellectual Property - 2022University of Galway, 18 December 2023University of Galway Intellectual Property Policy (QA507)Y Combinator, 28 October 2020How to spin your scientific research out of a university and into a startup (Jared Friedman)Zero Carbon Capital, 2025Spinouts and success, a VC view on spinout equityRoyal Academy of Engineering, 2026Spotlight on Spinouts 2026Sure Valley Ventures, 5 October 2026The readiness scorecard, open version V2

For every company
Intellectual property the product depends on has not been assigned to the company: work a founder did before it was formed, work done at a previous employer, or work done by a contractor. Raised only where the deck says or shows this. A silent deck is not checked.
For a spinout
The company depends on IP created at a university and has no signed right to it. At pre-seed: no option, no stand-still letter and no agreed heads of terms. At seed and Series A: no signed exclusive licence, or a licence with a term that could stop a later round or a sale of the company. A licence in place of an assignment is not a red flag. Raised only where the deck says so, for example that the licence is still being discussed. A silent deck is not checked.
Why
A flag on IP that has not been assigned to the company is out of line with how spinouts are set up. A licence is the default in the UK and the rule in Ireland, where the protocol says universities "shall therefore license intellectual property to spin-outs rather than assign". Such a flag would be raised for most UK spinouts on the day they are formed, and for every Irish one, which could not clear it. What investors check is whether the company has the exclusive rights it needs, on terms that will not block a later round or a sale. The protocol does allow assignment later, on terms "to be negotiated at the time of the initial licence", and that is the thing to check.

Where it comes from SourcesKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationTenU, 2023University Spin-out Investment Terms (USIT) Guide 2023Sure Valley Ventures, 5 October 2026The readiness scorecard, open version V2

For every company
A founder who is not full-time. At pre-seed: a founder who will still be part-time after the round closes.
For a spinout
No founder will be full-time in the company after the round, or the person who leads the business will be part-time. An academic founder who stays at the university, part-time in the company or as an adviser, is not a red flag where someone else is full-time and leads.
Why
The general flag is raised for a founder who is not full-time, and at pre-seed for one who will stay part-time after the round. For a spinout it catches the normal case. The UK terms guide says academics "typically retain their employment with the university", with their roles in the company set by consultancy agreements. Ireland's protocol lists four ways an academic founder can be involved after the company is formed, and two of them keep the founder employed at the university (186). What investors check is narrower: that at least one founder is full-time, that someone with commercial experience leads the business, and that people staying in academia do not hold a large share. Oxford University Innovation: "investors will usually expect at least one founder to join the company full-time". The share held by those who stay is read under the cap table flag.

Where it comes from SourcesTenU, 2023University Spin-out Investment Terms (USIT) Guide 2023Knowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationOxford University Innovation, undatedCompany structure and ownershipSure Valley Ventures, 5 October 2026The readiness scorecard, open version V2

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