act4-b4

Subject:
Academia spin-offs
Compulsory cross-disciplinary core courses
ACTIVITY 4 > Block 4

Professor:
María Jesús Pastor Llorca
Director of the Knowledge Transfer Office
Deputy Vice-chancellor's Office for Research, Development and Innovation

Contents
1. Presentation
2. Knowledge transfer
3. Academia Spin-offs
4. Spin-offs and entrepreneurship
5. Spin-off notable features
6. Legal framework
7. Regulation of spin-off at the UA
8. Funding...a rough guide.

Deputy Vice
Chancellor's
Office for
R&D&i
Research
Office
Research Management Research groups,
university institutes, research staff,
infrastructures
Knowledge
Transfer
Office
Technology Transfer Office (TTO)
Spanish initials :OTRI
1. Presentation
Spin-offs Unit

INNOVATION
KNOWLEDGE
Spin-off
Technology-Based Companies
TRANSFER
Research groups
University Institutes
Technology Transfer Office
(OTRI)
Technical Research
Services
Industrial Property
Company Relations
Area
SPIN-OFF setting-up
1. Presentation

 Teaching
 Research
 Knowledge transfer
 Contracts (R&D, service contracts, expert advice) to meet the needs of
companies
 Carrying out projects in collaboration with companies (collaborative R&D)
 Licence agreements
 Creating a company based on research (spin-off)
To benefit society, research must reach the market... HOW?
University missions

University-company interaction
Servicecontract
Expertadvice
R&Dcontract
CollaborativeR&D
agreement
Licenceagreement
SPIN-OFF

3. Academia
spin-offs
3.1. Technology Transfer Office (SGITT-OTRI)
3.2. Spin-off: Technology-based company
3.3. What is a UA spin-off?

Who is responsible for technology transfer?
• Researchers
• Technology Transfer Offices (OTRIs)
SGITT-OTRI
Research and Technology Transfer Management Service
3.1. Technology Transfer Office

SGITT-OTRI
Research and Technology Transfer Management Service
3.1. Technology Transfer Office

http://sgitt-otri.ua.es/en/creacion-empresas/
PERSON RESPONSIBLE FOR THIS SERVICE:
• Loren Moreno Monteagudo
 E-mail: loren.moreno@ua.es
 Telephone: +34 965903400, ext. 9883
Services: information and advice on spin-off based on UA research results.
Support and management throughout all company setting-up stages (idea,
project definition, business plan, economic and technical feasibility, legislation,
technology valuation, approval procedure within the University, etc.).

• A UA spin-off is a TECHNOLOGY-BASED COMPANY created by
the University of Alicante.
• Company launched by RESEARCH STAFF.
• Business goal: commercial exploitation of TECHNOLOGY
DEVELOPED AT THE UA.
• There is a procedure for the creation and approval of UA spin-offs
(regulation of spin-off at the UA).
• There is a technology transfer contract between the UA and the
spin-off.
• The UA is one of the new company's partners, although not
involved in its management.

4. Spin-offs and
entrepreneurship
4.1. The Entrepreneurial University
4.2. ua:emprende programme

The UA’s institutional objective: to stimulate entrepreneurship within the
university community by:
 bringing entrepreneurship into the academic curriculum
 promoting an entrepreneurial culture among researchers and
students
 stimulating the creation of innovative companies (spin-offs and start-
ups)
 facilitating the transfer of knowledge to society
 collaborating with other stakeholders: local development agencies,
business associations, foundations, science parks, etc.

Brings together in a single programme the university's commitment to promote
entrepreneurial culture and innovation.
Target audience:
• RESEARCHERS (future spin-off: exploitation of research results)
• STUDENTS AND GRADUATES (future start-up: innovative idea, not based
on research results)
• UNIVERSITY TEACHERS as a channel to stimulate entrepreneurship among
students.
ua:emprende programme
Aim: for the UA to create an increasing number of innovative companies.
http://uaemprende.ua.es/

To promote and foster entrepreneurship among all members of the university
community, from students and graduates to teaching and research staff.
Objectives
To bring together all entrepreneurship activities carried out at the University of
Alicante, in order to endow them with a unique identity.
To propose a phased programme encompassing all UA activities, programmes
and awards, to enable greater coordination, synergies, etc.

Phases. From an idea to a
company
From research to a spin-off

• Objective: to stimulate researchers and students to develop
innovative ideas. Promotion will be continuous within a
programme for stimulating entrepreneurship, and
complemented by initiatives undertaken by the Centres. Other
possible actions include seminars on experiences or success
stories at the beginning of year.
Phase 1: Promote and
stimulate
• Objective: courses and workshops (business model, business
plan, etc.). Personalised expert advice for entrepreneurs to help
them assess whether their idea has business potential.
Phase 2: Development
and maturation of
ideas
• “Impulso” award: a UA award given for innovative business
initiatives promoted by researchers, students and graduates.
• It promotes and sponsors other initiatives within and beyond
the UA and is aimed at rewarding and supporting
entrepreneurial initiatives.
Phase 3: “Impulso”
award

Services for entrepreneurial researchers
In addition to be part of the team of ua:emprende, the TTO spin-off unit
offers researchers personalised expert advice.
 Specialised expert assigned to each project
 Development and maturation of ideas
 Technology valuation
 Assessment of project’s commercial viability and advice on the best
marketing strategy
 Support during preparation of the business plan
 Networking

 Fund-raising
Submission to public calls for proposals
Contact with private investors, venture capital, business angels
Participation in funding forums
 Administrative procedures for constitution
Administrative procedures for approval by the UA, technology
transfer and shareholders agreements, company bylaws, etc.
 Alicante Science Park

5. Spin-off notable
features
5.2. Licence vs spin-off
5.3. Why? Benefits

Trying to simplify...
SPIN-OFF: new company formed by splitting off from a parent company.
START-UP: according to Steve Blank, a start-up is a company with a high
technological component formed to search for a repeatable and scalable
business model. In Spain, the term is associated with technological
and innovative student-driven entrepreneurial initiatives.
TECHNOLOGY-BASED COMPANY: companies based on technology or
knowledge that endows them with a competitive advantage.
UA spin-off: technology-based spin-off of the UA, exploiting technology
developed by researchers at the UA.

• A UA spin-off is a TECHNOLOGY-BASED COMPANY created by the
University of Alicante.
• Companies launched by RESEARCH STAFF.
• Business goal: commercial exploitation of TECHNOLOGY
DEVELOPED AT THE UA.
• There is a procedure for the creation and approval of UA spin-offs
(regulation of spin-off set up at the UA).
• The UA is one of the new company's founders, although not
involved in its management.

• Who owns the technology that the spin-off will exploit for commercial
purposes?
• The technology belongs to the UA. The UA must give the spin-off
permission for commercial exploitation.
 Giving PERMISSION = TECHNOLOGY TRANSFER
• Signing the corresponding technology transfer CONTRACT gives the
spin-off permission to use UA technology for commercial purposes.

Characteristics Licence SPIN-OFF
The founding team Researchers;
low involvement
A balanced team;
researchers and others;
High involvement
Pre- and post-licence
investment (time, money,
effort)
Pre: high (seeking a
licence, final preparations)
Post: minimal
High
University returns Royalties Royalties;
Share of profits;
Sale of shares in the
company
Returns for the inventors
or founders
Royalties Royalties;
Share of profits, where
applicable;
Sale of shares, where
applicable
Market; funding needs Are there any licensee
companies?
Funding for final
preparations
Depending on sector, this
can be very high
5.2. Licence vs spin-off

5.3. Why? Benefits
• Sometimes the only way to transfer research to the market  absence of
licensees
• Revitalisation of the entrepreneurial and industrial fabric
 Tend to begin small, but have a vast capacity for growth
 Require highly qualified staff: jobs for students and researchers
• The new company collaborates with the university  more technology
transfer
• Specific funding is available for this type of company, as well as specific
facilities (incubators and science parks)
• Towards an innovative ecosystem

5.3. Why? Benefits
a) For researchers:
• Transfers their research to the market
• Provides professional opportunities for research group members
• Economic returns
 Royalties for inventors
 Share of profits for partners
 Sale of shares

5.3. Why? Benefits
a) For the University:
• Image
• Professional opportunities for staff and students
• More transfer and collaboration with companies
• Economic returns for the university
 Share capital
 Royalties and other payments generated by the transfer
contract

6. Legal framework
• State legislative framework
 Organic Law on Universities / LOMLOU
 Law on Science, Technology and Innovation
 Law on Patents
 Law on Sustainable Economy
• University regulation framework
 Spin-off setting-up
 Industrial and Intellectual Property

LOU, LOMLOU
Establishes that university teaching staff may work in a spin-off via
temporary leave (Art. 83.3)
6. Legal framework
Organic law 6/2001, of 21 December, on universities, amended by Organic law
4/2007, of 12 April.
 Pursuant to Article 83.3, civil servant or tenured teaching staff may apply for
temporary leave of absence to work in a spin-off created as the result of
patents or research funded partially or entirely by public funds; teaching
staff must provide evidence of their participation in these projects;
maximum five years; right to return to the same post and computation for
the purposes of length of service.

6. Legal framework
 Teaching staff (provided they are civil servants) may hold more than 10% of
the company's share capital and form part of the governing body (Additional
Provision 24).
LOU, LOMLOU
Organic law 6/2001, of 21 December, on universities, amended by Organic law
4/2007, of 12 April.
 Additional Provision 24: removes the constraints established in Articles
12.1.b and 12.1.d of Law 53/1984, of 26 December, on incompatibilities of
staff in the service of the Public Administrations.
 For “civil servant teaching staff” who founds spin-offs that the
university has founded and in which it holds shares.
 Approval must be obtained from the Social Board and the
Governing Board.

Law 14/2011, of 1 June, on Science, Technology and Innovation
Art. 18: in practice, establishes that hired staff may hold more than 10% of
the spin-off's share capital, and participate in the governing body.
 Provided that they are “research staff”
 Provided that they hold a fixed-term contract with the spin-off (while
also maintaining their employment relationship with the UA)
6. Legal framework

Article 18 authorises the provision of services to commercial companies
Public universities [...] may authorise research staff to provide services, via a part-time,
fixed-term employment contract in limited companies created by the Universities or in
which it holds shares. […]  spin-offs fall within the category of limited companies.
Recognition of compatibility may not modify the day or hours of the initial post of the person
concerned, and shall be automatically void in the event of a change of post in the public
sector  Compatibility must be requested.
The constraints established by Law 53/1984, of 26 December, on incompatibilities of staff
in the service of Public Administrations, shall not apply to research staff who provide
their services in companies that they have created or in which the entities referred to in
this article hold shares [...]  If all conditions are met, they can hold more than 10% of
the share capital and participate in governing bodies.
6. Legal framework
Law 14/2011, of 1 June, on Science, Technology and Innovation

6. Legal framework
Can contracted and state-employed teaching staff create a company that
exploits their research (spin-off)?
• Yes
Can university teaching staff work in a spin-off?
• Temporary leave of absence (5 years) must be requested, right to return to the same post and
computation for the purposes of length of service.
• In addition, pursuant to Article 18 of the Law on Science, Technology and Innovation, they can
hold a part-time, fixed-term employment contract in companies they have created or in which
they hold shares.
Can they hold more than 10% of a spin-off's share capital?
• Yes, both state-employed and hired staff, provided that certain conditions are met.
Can they belong to a spin-off's governing body?
• As above.

7. Regulation of
spin-off at the UA
7.1. Regulation of UA spin-offs
7.2. Steps to take in spin-off approval
7.3. Roles of the researcher in a spin-off
7.4. Roles of the UA

• Approved by the UA in 2008
• Definition
 Spin-offs founded by the UA at the request of
teaching and research staff
 Company activity based on technology developed
at the UA
• Characteristics
 UA Approval
 Technology Transfer Contract
 UA participation, contract between partners
• UA-SPIN-OF participation
 Assessment of UA contribution and minority
participation in the spin-off

IDEA
Pre-assessment
of technology SPIN-OFF
PROPOSAL
EVALUATION SGITT-OTRI
REPORT
SPIN-OFF
COMMISSION
CONTRACT
TRANSFER
PARTNER
AGREEMENT
GOVERNING
COUNCIL
SOCIAL
COUNCIL
SPIN-OFF
SET-UP
External Advisors
Technology Assessment
Business plan support
Business model
Technology assessment
Support from the UA

7.2. Steps to take in SPIN-OFF approval
Idea
• Researcher has an idea with potential
• Identification of needs and level of development
• Idea is matured
Application
• Business plan
• Teaching and research staff participation in the spin-off
• Teaching and research staff participation in the technology
to transfer
• Technology report
Evaluation
TTO
• Expert assessment by the TTO
• Valuation of the UA's contribution
• Transfer contract returns
• External expert report

7.2. Steps to take in SPIN-OFF approval
Spin-off
Commission
• Spin-off Commission opinion
• UA's contribution to the spin-off
• Terms of transfer (contract)  consideration and
participation in the share capital
Social
Council
• Receives the opinion of the spin-off Commission and other
information
• Issues a report on the same
Governing
Council
• Emits an explicit agreement approving the spin-off

7.2. Steps to take in spin-off approval
Transfer
Contract
• To be signed between the UA and the spin-off
• It must be approved by the corresponding department or
research institute
Partner
agreement
• The UA, through the Alicante Science Park Foundation,
participates in the company's share capital
Constitution
before a notary
• Preparation of documentation for constitution before a
notary

7.3. Roles of the researcher in a spin-off
• Inventor, contribution of research staff
• Company partner (+ 10% compatibility)
• Participation in governing bodies (compatibility)
• Employee (temporary leave or part-time, fixed-term contract
determined according to Art.18 of the Law on Science,
Technology and Innovation)

7.3. Roles of the UA
• Promotes spin-off creation
• Is not involved in spin-off management
• Is one of the spin-off PARTNERS: not directly, but through the Alicante
Science Park Foundation

8. Funding... a
rough guide
8.1. General aspects
8.2. Spin-off funding
8.3. Business Angels
8.4. Venture capital entity
8.5. External funding

• Contracts or agreements with companies, foundations, etc.
• University-company chairs;
 Instrument for long-term collaboration, with broad teaching
and research objectives and a minimum economic
contribution. Constitutes a means to sponsor and fund
research.
University research is primarily funded by public sources.
This is supplemented by private funding through:
8.1. General aspects

Founding partners' contribution.
Self-financing by the founders is the project starting point; it would be difficult
to convince other individuals or institutions to risk funds in the project if the
founders have not done so.
Family and friends
• This is the first source of external funding for entrepreneurs.
• The amount of funding obtained tends to be limited, but it is easily
accessible.
• Investors invest in the person rather than the business.
• Emotional ties can generate conflict.
8.2. Spin-off funding

They usually provide their know-how and experience, with direct involvement
in project management and development.
Spanish Association of Business Angels (Spanish initials: AEBAN)
www.aeban.es
CvBan. Association that represents private investors. Region of Valencia
Business Angels Network
In recent years, they have professionalised their role, organising themselves into
networks.
Private investors interested in supporting and participating in new companies.
Their involvement is temporary: they aim to sell their share within a given
time (5 to 7 years) and recover much more than the money initially invested.
They are quite receptive to investing in the initial phase of a project (seed or
start-up capital).
8.3. Business Angels

Companies that invest resources (in the medium and long-term) in companies
which are generally innovative.
They are usually shareholders or provide equity loans, in which the collateral is
the project itself.
The Spanish Association of Venture and Investment Capital (Spanish
initials: ASCRI) represents 90% of venture capital entities in Spain.
They tend to seek projects that have demonstrated market viability for at least
one or two years and that require capital to finance expansion and
consolidation (development capital).
8.4. Venture capital entity
© María Jesús Pastor

Typically, external funding for SMEs is provided through banks.
PUBLIC FUNDING
Centre for Industrial Technological Development (Spanish initials: CDTI)
(www.cdti.es)
The CDTI is a public business entity dependent on the Spanish
Ministry of Economy and Competitiveness that
promotes technological innovation and development in Spanish
companies.
It channels requests for funding and support for R&D&i projects in
Spanish companies at national and international levels (Spanish
Ministry of Economy and Competitiveness or European programmes).

Official Credit Institute (Spanish initials: ICO) Public Bank: ICO products
for companies and entrepreneurs.
ENISA (limited national innovation company) funds SME start-up, growth or
consolidation.
IVF (Valencian institute of finance) – IVACE funding for SMEs and
entrepreneurs in the Region of Valencia.
PUBLIC FUNDING

María Jesús Pastor Llorca
maria.pastor@ua.es
Lecturer in Financial Economics
Director of the Knowledge Transfer Office
Deputy Vice-chancellor's Office for Research, Development and Innovation

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