ICREA

everything you always wanted to know about spin off creation -but were afraid to askdecember 2015

i. basic conceptsii.routes to marketiii.innovation in ICREA

ciencia

investigación

technology

innovación

?science

research

innovation

a rather confusing subject...

a rather confusing subject...

human activities

results of human activities

utilty driven

curiosity driven

Science•pool of knowledge about the universe

Research•explaining the universe

Technology•pool of solutions to problems

Innovation•finding new solutions

a quick comparison researchattempts to explain phenomenadescriptive, linked to questions, not

linked to specific needsgenerates value added knowledgenurtures on previous knowledge and

uses existing technologiescuriosity drivenvery recent invention (about three

centuries))

innovationattempts to solve problemslinked to unmet specific needs

generates solutions nurtures on science, previous

technologies, and everything available

really old!music, writing, medicine, architecture,

navigation, … are all very old and antique technologies

an even quicker comparison:science gets published technology gets sold

not just an academic discussion...

it has profound implications on managementevaluationgoal settingfundinghuman resourceslegal...

lawyers and attorneys have known of this distinction for more than a century!

main routes to market:

exploit directly

license technology

create company do nothing

exploit directly:

from the host institution.usually the easiest and most convenient option. valid when investment is low or zero, and mostly for services and consultancy.

exploit directly

license technology

create company do nothing

license the technology:

ideal, low risk solution to let others do the donkey workis the preferred option when the technology is promising and there are established companies willing to develop, promote and launch the products or services.

exploit directly

license technology

create company do nothing

do nothing:

if the technology is not mature enough, sometimes the best is to simply sit on it and wait for a better moment. (mostly a technical decision).

exploit directly

license technology

create company do nothing

create a company:

by far the WORST solutionit is the most expensive, risky and time consuming strategy of all. most of them fail miserably!however... sometimes it is inevitable!

however, some ICREAs have already gone that way!

in its most abstract definition, a company is a vehicle so that some people can invest money in the hope that later on the money will be multiplied thanks to the successful exploitation of a technology.

is it legal?

as a public employee, there are limits to what you can do with the knowledge that you generate:

these are known as ‘incompatibilitats’, of which more later.

is it ethically acceptable?

can I as a public employee -who earns a public salary- also profit from what I invent?

is it ethically acceptable?

can I as a public employee -who earns a public salary- also profit from what I invent?

without your commitment, your knowledge will not generate jobs, income and welfare.

absolutely!

ICREA principles on innovation

1.ICREA recruitment is based solely on scientific excellence2.ICREA research professors are not required to innovate3.dedication to research should be protected4....nonetheless, opportunities for innovation must be explored.

Why does ICREA promote innovation?

for the same reason that it promotes communication and education and advocacy: to increase the impact of science in society

innovation brings welfare, job creation, and wealth.

NOT for the money (at least not directly)

why does an ICREA innovate?

to increase impact of science,to change people’s lives,because they can’t help it!...everyone have their own reasons, really.

structure of the deal

company: a company is created by the entrepreneurs (and the institutions if needed)

creation is of course free, but the company can not exploit the technology without a permission to do so from the owners

licence: permission to exploit the technology are the institutions, not the inventors, nor the company.

hence the need to agree on a licence

legal restrictions

ICREA always enters as shareholder when it is legally necessary (“incompatibilitats”)

currently, when an ICREA research professors owns 10% or more of the company. (Llei de la ciència, la tecnologia i la innovació 12/2001.)

can also enter if agreed in other cases.

a typical ICREA participation

•subject to ICREA board approval•joint with the host institution•no real control on the running company•no vetoes nor controlling positions•indemnity and risk free•antidilution protection

a typical ICREA licence

•exclusive, worldwide, with the right to sublicense•defence and maintenance born by the company•obligation to employ best efforts to exploit•reasonable royalty fees and milestone payments

ICREA support

•advice to entrepreneurs•negotiations with host institutions•negotiations with potential investors•although innovation is not directly rewarded in ICREA promotions, but a postponement on promotion can be requested by the ICREA .

summary

•innovation is socially valuable because it multiplies the impact of research in society•the creation of a spin-off company is one of the ways to achieve successful innovation• the riskiest, most difficult and most

demanding way!•ICREA has a streamlined procedure and considerable experience: let us know!

MANY THANKS!spin off policy - december 2015