INSIGHTS / News

Facilitator: Paul Devlin, Head of Research Commercialisation and Impact, Cardiff University

Panelists:

Louise Farrand, Head of IP & Commercialisation, University of Portsmouth
Simon Kerry, CEO, Curve Therapeutics (a University of Southampton spin-out)
Claire Pardo, General Council, Parkwalk Advisors
Rob Maunder, CTO, Accelercom (a University of Southampton spin-out)

Insights from the Launch of the Deal Readiness Toolkit

What slows down a university spin-out deal? A range of factors, from IP negotiations and under-resourced tech transfer offices through to cultural caution and a lack of clarity about what’s market standard, can all stretch university spin-out and licensing deal timelines.

At the launch of the Deal Readiness Toolkit earlier this year, a panel of experienced founders, investors, and commercialisation experts explored what can be done to accelerate deals without sacrificing quality and what good looks like.

The questions were asked by Paul Devlin, Head of Research Commercialisation and Impact at Cardiff University. Paul, who has worked on all sides of commercialisation, including running a spin-out that exited, as an investor, for the Government and several universities, was ideally placed to explore all areas of this discussion.

What are some of the challenges which create longer timescales in deal completion?

Rob Maunder

“One of the key challenges we experienced was the time it took to align all stakeholders on the terms of the deal, particularly around intellectual property. In the case of spinning out Accelercomm, the process from initial investor interest to a signed contract and operational spinout took around nine months. A significant contributor to that timeline was our stance, as an IP-focused company, that we should own the IP developed at the University rather than merely license it.

“This led us into a detailed and, at times, prolonged negotiation process to secure an assignment of the IP. At the time, it felt like a critical step to secure long-term value and autonomy for the business. In the early days of the spin-out, customers did ask who owned the IP, validating the stance we took. But looking back over the longer term, I’m not entirely sure it was as essential as we believed it to be at the time, but that insistence certainly added complexity and time. It’s a good example of how deeply held assumptions, even well-intentioned ones, can extend timelines when not regularly revisited or stress-tested against broader deal objectives.”

Louise Farrand

“One of the biggest challenges I’ve seen, especially coming from an industry background, is navigating the internal processes within universities that aren’t yet experienced in spinning out companies. At Portsmouth, for example, there have historically been very few spin-outs or licensing deals, so the process is not only unfamiliar but also layered with multiple approvals.

“What that means in practice is that every decision must move up through various levels, often reaching the Executive Board. Because these kinds of deals aren’t routine, there’s a natural hesitation; people are understandably cautious about getting it wrong. This leads to a cycle of repeated requests for more information, justification, and reassurance.”

Claire Pardo

“One of the biggest challenges with spin-outs is simply knowing what’s normal. There’s often a lack of clarity, particularly for universities that don’t do this every day, around what constitutes market-standard terms. People are understandably cautious: Am I signing a fair deal, or one I’ll regret later?

“For institutions that don’t regularly license or assign IP, by regularly, I mean multiple times a week with multiple companies, it can be very difficult to gauge what a standard royalty stream looks like, or what typical commercial terms should be. That uncertainty creates delays because decision-makers want to be sure they’re doing the right thing and often err on the side of over-caution.

“From an investor’s perspective, that’s where we see deals slow down, when someone is trying to do something that’s not standard, or when there’s a lack of confidence about what the standard even is. Tools like the TenU report have been incredibly helpful in bringing more transparency to what’s market practice, helping all parties move forward with more clarity and confidence.

“We’ve definitely seen IP-related negotiations drag on, whether it’s over an assignment versus a license, or because a particular piece of IP needs to be structured in a unique way for the spin-out. Everyone wants to get it right, but that effort to define what ‘right’ can become a major bottleneck.”

Simon Kerry

“For me, the root of many challenges comes down to one thing: university tech transfer functions are often critically under-resourced. There are incredibly capable people in these roles, but simply not enough of them to keep pace with the volume and complexity of what’s required. That structural constraint can create real friction when deals need to move fast.

“When we were working to spin out what eventually became Curve, originally from Professor Ali Tavassoli’s lab, we moved quickly on the investor side. But once it hit the university system, the pace inevitably slowed, not due to lack of interest, but because the infrastructure isn’t set up to move at that kind of speed. The tech transfer team is balancing dozens of priorities, and for them, our spin-out is one of many equally urgent requests.

“That six-month timeline ultimately wasn’t unreasonable; this was a complex business with extensive due diligence, global academic collaborations, and intricate IP arrangements. However, the broader challenge is that the world now expects things to be done faster. Investors and founders often expect to be most of the way there within three months. If you’re not, interest fades and momentum stalls.”

Do we have any examples of when a deal has gone well?

Claire Pardo 

“Yes, absolutely. Across the 30 to 50 investment rounds we’re involved in each year, not to mention additional deals where we’re already shareholders, we see a wide range of experiences. And without question, the deals that go most smoothly are those where the spin-out is well-advised from the outset.

“And I say this as a lawyer, so forgive the bias, but it really does make a difference when the company has legal advisors who understand venture deals, know what market-standard terms look like, and don’t feel the need to reinvent the wheel. The best outcomes happen when advisors are pragmatic, commercial, and focused on moving the deal forward efficiently.

“But it’s not just about legal advice. It’s also the broader ecosystem of support: guidance from the university, the TTO, entrepreneurs in residence, mentors, all of that foundational input helps founders understand what’s normal and what’s expected. For example, if an investor includes standard leaver provisions in the articles of association, and a founder reacts with, ‘I’m not agreeing to that,’ you’ve just added two months to your timeline. But if that founder has been advised early on that these provisions are standard and here’s how we can make them founder-friendly, that conversation takes a week, not months.

“So yes, deals go well when everyone involved is well-prepared, well-advised, and aligned on what’s typical. It makes the whole process faster, smoother, and ultimately far more successful.”

Rob Maunder 

“We’ve seen real success where the foundation for that first investment was carefully and thoughtfully laid. That solid groundwork has stood the test of time, not only through multiple funding rounds but also in the way the business has engaged with its customers.

“What’s been particularly encouraging is that, across successive rounds, we haven’t faced major challenges or had to go back and rewrite key aspects of the original deal. The early structure has held up well, both legally and commercially. That kind of consistency makes a huge difference, not just in maintaining investor confidence but also in supporting the company’s growth and external partnerships.

“A well-structured foundation doesn’t just help you close the first round; it sets you up for long-term success.”

Louise Farrand

“Yes, absolutely, one of the clearest examples of a deal going well is when founders engage with the TTO really early in their journey. When they’re open to advice and willing to explore support opportunities like pre-accelerators, such as ICURe or CyberASAP, it makes a huge difference. These programmes provide them with that crucial early exposure to market discovery, enabling them to gain a solid understanding of their value proposition from the outset. They don’t always collaborate with every element of the process, but when they engage meaningfully with even some of it, things tend to progress much more smoothly and effectively.”

Simon Kerry

“Yes, we’ve had a few deals that went really well. The original university deal was a strong one for us, it laid a solid foundation. Since then, we’ve done two more: a partnering deal with Merck in 2022, and we raised our major investment round last year. Both were successful, but neither was without its challenges.

“In the case of the Merck deal, we were still a small company, operating out of university labs, negotiating with one of the world’s largest pharma players, which was no small task. For the investment round, the challenge was the timing; biotech investment had really slowed since the pandemic.

“What made both deals work, though, was getting alignment early. We had open conversations about what each side wanted to achieve, and we didn’t get bogged down in things like valuation or headline figures. The Merck deal did come with a nice announceable number, but that wasn’t the core focus. Similarly, with the investment round, we didn’t let pre-money valuation derail the process. At the end of the day, companies don’t fail because they didn’t get the valuation perfect, they fail because they never got the right alignment or relationships in place.

“What really mattered was the clarity of purpose on both sides and the relationships we built. Both deals were negotiated entirely remotely, over Teams and Zoom during the pandemic, which could’ve been a barrier. But we worked hard to build trust and to show that we weren’t just ‘another company doing another deal’, we were people who genuinely wanted to collaborate and solve problems together. And I think that mindset made all the difference.”

The Deal Readiness Toolkit is a free resource designed to streamline the research commercialisation process. Whether you’re an academic, a technology transfer professional, a lawyer or an investor, the Toolkit provides a clear, structured pathway to spinning out or licensing research.

Access the Deal Readiness Toolkit