What is it about?
One option to make the most of the results of the research is to set up a spin-off company that develops and launches them in the market. It is also an employment and entrepreneurship opportunity for doctors and part-time experts of a research group.
University Spin-offs are those entrepreneurial initiatives in which the promoter belongs to any of the University’s departments, Public Research Centres and Public Research Bodies (OPIs) (professors, technical or administrative staff and researchers), and is created on the basis of knowledge or technology developed and owned by the institution, which is transferred to the company for operation.
The essential elements are:
- Product arising from research results transferred, with sufficient maturity or proximity to the market to sustain the activity of the company.
- A good business plan with growth and financing forecasts.
- A promoter team committed to the project and with a well-defined management function from the onset.
In this context, a SPIN-OFF UPV is that company that:
- Initiates and develops its creation process in the regulatory framework on the creation of technological companies of the UPV
- Has UPV researchers among its promoters
- Whose main economic activity will be based on the operation of intellectual property rights (IPR-I) owned by the UPV and which transferred to it.
- The UPV can participate or not as a partner.
Since 2010, over 20 spin-off companies have emerged from the UPV, generating a local knowledge-intensive economy. In most cases the UPV also participates in those companies. These companies have access to the UPV Tech Transfer Fund, which is specifically dedicated to providing seed capital for the start-up of companies created in the UPV environment.
How can I start my project?
If you would like to start a business project that uses research results generated at the UPV, please contact the UPV Ideas Institute, which will support the start-up process of the spin-off.
The procedure for the creation and recognition of the Spin-off UPV is established in the REGULATIONS for the Creation of UPV Technological-based Companies adopted by the Governing Council of 15 May 2008.
The UPV services involved in the process are:
- The Ideas Institute: in charge of advising promoters on the creation process, as well as tutoring and subsequently evaluating the business plan. (http://www.upv.es/entidades/IDEAS/)
- The I2T: in charge of assessing the technology to be transferred and negotiate the form of transfer and the participation of the UPV in the company, as well as to provide legal support until the incorporation of the company and subsequent follow-up of the same.
- The CPI Foundation, in charge of managing areas at UPV’s Business Development Centre.
The PROCESS established by the regulations takes time because it requires reflection, negotiation and formalisation. The steps are as follows:
- Communication in IDEAS of the business project.
- Identification of results transferable by I2T: they must be properly identified and registered in the CARTA application (within the UPV’s intranet)
- Presentation of the Business Plan of the company in IDEAS: the business plan reflects and develops the business model in which the company will base its economic activity and the operation of technology. It is a mistake to consider it as a mere bureaucratic process, since it is the tool that will allow us to position the company in relation to real market parameters, which means knowing, calculating and minimising the risks of its implementation, assuming them in a controlled manner.
- Negotiation between I2T and promoters of the terms of the UPV-Spin-off relationship
- Share capital stake
- Spin-off UPV technology and brand license
- Partnership agreement
- IDEAS Institute report to government bodies on the Business Plan and TBC certification.
- Preparation of legal documents (corporate statues, partnership agreement, transfer agreement and trademark license agreement) by the 2IT, to be endorsed by the General Secretary’s Office: It should be noted that the UPV enforces its relationship as a partner in the company through an essential agreement, the Partnership Agreement, a document that regulates the relationship between partners, and between them and the company, in certain aspects that allow to protect economic and relationship issues, for the best possible performance of the company.
- Approval by Governing Bodies: Commission of Inquiry, Governing Council and Social Council.
- Public deed before a notary public.
The UPV may participate as a partner in the company within the framework provided by Organic Law 6/2001 of 11 December on Universities and Act 14/2011 on Science, Technology and Innovation. For this purpose, the 3 elements defined in point 1 must be counted, and, in addition, in the decision to participates, we shall take special care in assessing the effective operation of the technology transferred, the future R&D relationship between the UPV and the company, and the development and growth forecasts contained in the Business Plan together with a solid managerial component.
In the event that the UPV does not participate as a partner, but if the 3 elements mentioned in point 1 are given, it may formally recognise the company as a Spin-off and grant it a free license of the Spin-off UPV ™ brand
Incentives for promoter researchers
The participation of the UPV as a partner in the company makes it possible for the TRS promoters to be granted COMPATIBILITY in order to have more than 10% in the share capital, to be part of the administrative body and to be hired to carry out certain activities in the company, according to the procedure and requirements established in Additional provision 24 of Organic Law on Universities (LOU) 4/2007 and Article 18.2 of Act 14/2011 in Science.
The participation of TRS promoters in the Spin-off will be recognised as INNOVATION CONTRIBUTION with up to 14 points in the Tax on Economic Activities (IAI), as established in article 9, C)-10.4 of the Regulations for the Assessment of Research, Development and Innovation of the UPV
Transfer of knowledge to the spin-off
The UPV will transfer the intellectual and industrial property rights owned to the company, by means of a license, for their operation.
The Transfer Contract is an essential document in the relationship between the UPV and the Spin-off, since it includes the license of the transferred IPR-I and regulates preferential rights of access to the UPV’s R&D. It establishes the economic conditions that the UPV will receive in exchange for the license, whose valuation will be made at market price and taking into account the degree of maturity of the technology and the company’s development forecasts as reflected in the Business Plan.
Regarding the corporate relationship: generally speaking, the UPV DOES NOT INTERVENE in the management of the company within the administrative body, but exercises the rights granted by its partner and those established in the Partnership Agreement in the General Meeting of Shareholders, where the Director of the 2IT represent the UPV.
Regarding the transfer and R&D relationship: as agreed in the Partnership Agreement and as regulated in the Transfer Contract, a Joint Commission UPV-Spin-off is established, which shall monitor the operation of the results transferred and the R&D relationship between the UPV and the company. The mission of this Joint Commission is to ensure the proper management of the conflict of interest that may arise in this area. It consists of the Vice Chancellor for Research, Innovation and Transfer, the Director of the research structure to which the TRS promoters belong and the Director of 2IT on behalf of the UPV, and whom the company designates for its part, having at least one promoter researcher.
Sources of funding
These types of companies may obtain funding in different ways:
- UPV TransTech Fund managed by Clave Mayor
- Private foundations: Repsol Foundation, Botín Foundation, among other.
- Risk Capital
- Business Angels: the UPV has a relationship with Big Ban angels
- Organic Law of Universities – LOU 6/2001: https://www.boe.es/buscar/act.php?id=BOE-A-2001-24515
- Law of Science: http://www.boe.es/boe/dias/2011/06/02/pdfs/BOE-A-2011-9617.pdf
- Incompatibilities Act 53/1984: https://www.boe.es/buscar/doc.php?id=BOE-A-1985-151