Spin-out Companies. A Researcher s Guide

Transcription

1 Spi-out Compaies A Researcher s Guide

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3 Cotets Itroductio 2 Sectio 1 Why create a spi-out compay? 4 Sectio 2 Itellectual Property 10 Sectio 3 Compay Structure 15 Sectio 4 Shareholders ad Directors 19 Sectio 5 Fudig 27 Sectio 6 Compay Documetatio 36 Sectio 7 Tax Issues 42 Sectio 8 Isurace 45 Sectio 9 Sap-shot of the Process 46 Sectio 10 Glossary of Commo Terms 48 Sectio 11 Useful Liks 52 1

4 Itroductio You are about to embark upo a very challegig eterprise. Whatever its ature ad scale, the settig up ad ruig of ay spi-out compay from a research istitutio ivolves similar priciples ad steps. This Guide is iteded to help you by providig a overview of the whole process. I particular it aims to: Iform you about the process ad various types of documets, termiology, issues, people ad orgaisatios that you will ecouter; Alert you to the role ad resposibilities of a director of a compay; ad Set your expectatios regardig the level ad ature of your ivolvemet ad ifluece. Your uiversity, NHS trust or other research-based istitutio ad/or its IP commercialisatio orgaisatio will be able to advise you ad work with you o spi-outs. Busiess people ad specialists will be workig with you too. This Guide will aid you i these relatioships. You will be able to use it regularly as a hady referece. Remember that this is just a guide ad ot a substitute for you takig your ow idepedet professioal advice from time to time. This Guide was origially commissioed ad created by Mr Clive Rowlad, CEO, The Uiversity of Machester Itellectual Property Limited ad Ms Jaet Kowles, Parter, Eversheds LLP. The Uiversity of Machester Itellectual Property Limited ad Eversheds LLP All rights reserved. 2

5 Cotact details Clive Rowlad The Uiversity of Machester Itellectual Property Limited (UMIP) Jaet Kowles Eversheds LLP 3

6 Why create a spi-out compay? Sectio 1 Spi-outs origiatig from research istitutios are usually set up whe there is o existig busiess to approach about a sigificat breakthrough i a field of work or because the work has clear possibilities to geerate may products ad applicatios ad so potetially could be extremely valuable. These are called platform opportuities or disruptive techologies. Creatig a spi-out compay is a fudametal decisio. It will have ramificatios for you as a researcher which you have probably ot yet cosidered. There are various ways of commercialisig the itellectual property ( IP ) which you have created. These iclude sellig the IP outright ad licesig it. There are various reasos however why you may wat to cosider a spi-out compay. Some beefit is sometimes perceived through distacig the IP from the research eviromet of your istitutio. This however should ot be the key driver. To be effective a spi-out compay will eed to brig together various assets ad resources to commercialise the IP. These resources are likely to iclude moey, but almost certaily will iclude other thigs such as specialist maagemet ad facilities such as laboratories ad/or maufacturig. Some IP based spi-out busiess models will seek to outsource maufacture ad distributio ad to licese some or all of its IP. This is to keep costs low ad also to eable the spi-out to focus o the issues ad activities which its origiators ad ewly-appoited dedicated maagers will be good at, such as IP developmet, marketig ad customer traiig. So do ot feel that you have to get ivolved i buildig extesive ifrastructure facilities or iteratioal supply chais. There are possibilities for retig suitable laboratories ad for placig cotracts with a research istitutio too. 4

7 Why create a spi-out compay? Sectio 1 Successful spi-out compaies eed four very ecessary igrediets: IP The iovatio which you have created ad which is protected by IP will be idispesable to the spi-out compay. I 2005 the British Veture Capital Associatio i its report o uiversity spi-out activity i the UK rated IP protectio as particularly importat for a spi-out compay (see Sectio 2 Itellectual Property). You do eed to cosider how IP ad the ideas which it protects will be applied i the market. They eed to be able to form the basis of a sustaiable busiess opportuity which ca geerate a retur for ivestors. Do your market research early. The proof-of-market is as importat as the proof-of-priciple. Maagemet Ivestors i the compay will expect the compay to be led by a team with prove maagemet skills. This will ivolve the eed to attract a rage of idividuals with a balace of top-class skills i fields such as maagemet, fiace, marketig ad sales. Probably may will have had previous successful experieces of start-ups. It may also require you to take more of a back seat i terms of the compay s maagemet. Success will be depedet o ew people becomig ivolved at various stages i the growth of the compay. It caot remai uder the cotrol of oe perso forever. Moey the compay will eed moey to develop ad grow. There are various possible sources of fudig available (see sectio 5). These may rage from your istitutio s ow resources to busiess agels or veture capitalists. Some researchers eve raise moey from family ad frieds. Whomever you tur to you will eed some sort of pla to put before them. You will therefore eed to create a Busiess Pla. You as the IP origiator, you are essetial to the trasfer of IP to the compay. Your cotiuig ivolvemet with the IP s developmet ad your ogoig commitmet to the eterprise ad support to the compay s busiess maagers is vital. 5

8 Why create a spi-out compay? Sectio 1 BUSINESS PLAN CONTENT Executive Summary a clear persuasive summary of the pla which tempts a Ivestor to read o. Backgroud a brief review of the work udertake to date, particularly the research ad IP created. Products/Services a descriptio of what the compay will offer for sale icludig the curret market ad a compariso with competitor products/services. You should idicate how you will market ad sell your product/service ad ay delivery/supply issues. Market you should describe the market sector i which the compay will operate. You eed to be able to demostrate the size of the market ad your competitive advatage. Maagemet set out the skills ad experiece of the key people i the busiess (icludig oe page CVs i a appedix). If additioal maagemet is required highlight this ad idicate how you will recruit them ad how they will be compesated. Risk Aalysis explore best ad worst case scearios. Look at what the mai milestoes will be ad how you will adjust if for ay reaso they are missed. Explore whe you will eed further fudig. The Ivestor will always ask these questios ad will be pleased if they are addressed by you. Fiacial Iformatio iclude fiacial projectios, usually at least a three year summary of the profit ad loss accout, balace sheet ad cash flow projectios. Show where the moey will be spet. Say somethig about the likely timescales for returs o ivestmet ad the method of sellig shares (called the exit ). This is how Ivestors make their returs, i.e. how they tur their origial sum ito a multiple of that amout. 6

9 Why create a spi-out compay? Sectio 1 Ivolvemet of the Research Origiator Your Role You, as a origiator, will be at the cetre of the spi-out from the outset. This will ivolve you i may roles. You are very likely to be oe of the iitial shareholders ad you will be lookig for the compay to grow ad develop to icrease the value of your shares. You may be asked to chair the Scietific, Techical or Research Advisory Board of the compay i the early stages of the compay s life. This is covetioally classed as a committee of the board of directors. It does ot ecessarily mea that you have to be a director of the compay to be a member of it. It is a importat role, though, esurig high uderstadig by the directors of the compay s core competecies ad ay relevat issues, such as safety ad regulatory issues, associated with the compay s portfolio. You may also take a place o the board of the compay as a director. The role of a director is pricipally cocered with the big picture ad strategic leadership ad is distict from a maager s role. Nevertheless, i a small spi-out compay, your particular appoitmet as a director is likely to ivolve you i a more hads o role i the ruig of the compay ad require you to be ivolved i the day to day busiess activities of the compay such as egotiatig cotracts, dealig with employees ad maagig cashflow. However keep lookig at the log-term strategy of the compay. Prepare plas to deal with ad aticipate chages i circumstaces ad to attract further sources of fudig so that the compay ca ot oly survive fiacially i the short term, but also cotiue to grow ad fulfil its potetial. Coflicts Your ivolvemet i the spi-out, therefore, ca pull you i may differet directios ad place cosiderable demads o your time. It may also give rise to coflicts of iterest. I the early stages the compay may ot have the fiacial resources to allow you to take a full-time role i it. You ca, therefore, be left i a positio where you are balacig your time ad eergies betwee fulfillig your research role as a employee of your istitutio as well as devotig time to gettig the spi-out off the groud. 7

10 Why create a spi-out compay? Sectio 1 You eed to be clear about whe you are workig for the spi-out compay ad whe you are workig for your research istitutio. This is particularly relevat i terms of havig to determie who ows ay IP rights which may be beig developed. This is further complicated if you are usig studets uder your supervisio or your istitutio s facilities to work o projects related to the compay. Ideally, everythig should be doe o a arm s legth basis. Whilst it is ot easy to resolve these coflicts i the early days of the compay s life, it is importat that such coflicts are declared to the Board of the spi-out compay, Head of School, Cetre or Departmet ad your istitutio (ofte through the Registrar) or as set out i your istitutio s coflicts policy. This ot oly shows that you have recogised the coflicts but that they are i the ope. Guidace From the very start, you will beefit from active guidace from a busiess perso (ofte called a metor) ad from your IP commercialisatio orgaisatio. Taleted, etrepreeurial maagers are rare ad so seek plety of advice to fid them from persoal cotacts of your IP commercialisatio orgaisatio, which ofte has a appropriate cotacts database or etwork. There are Executive Recruitmet Agecies, who are useful sources. There is also a specialist o-lie agecy, Directorbak ( which provides a matchig service. Orgaisatios, such as the Istitute of Directors ( should also be able to assist. Try to read a etrepreeurship magazie quite frequetly. It will give case studies, tips o the latest fiacial iitiatives, iformatio o relevat workshops ad short courses. It will give you a flavour of the termiology, psychology ad culture of ew ad small compaies. The Chief Executive of your istitutio s IP commercialisatio orgaisatio will kow lots of these ad be able to recommed a suitable oe. Chagig Eviromet You eed to recogise ad adapt to a chagig role withi the compay as it hopefully grows ad expads. Whilst you may have a fairly hads o role i the maagemet of the compay i the early days, this may be less appropriate i the future whe more experieced maagers with specialist skills may be eeded to take the compay to a ew stage. If you wat a cotiuig active role you have to be prepared to lear busiess ad maagemet skills ad ultimately to give up your existig job or positio. 8

11 Why create a spi-out compay? Sectio 1 Although i exceptioal circumstaces a researcher may cotiue to play a leadership role, the demads of the busiess ad the ivestors ofte mea that you may, i time, resig from the board of directors (if you are i fact a director already) ad become, say, Head of the Scietific/Techical Advisory Committee to the Board. After that, you may become a occasioal cosultat, so that withi 3 to 5 years followig the creatio of the spi-out, your role may simply be that of a shareholder. Ideed, may ivestors will ot become ivolved where research staff have sigificat maagemet ifluece. No matter what role you take or how active you are i the spi-out, you will eed to appreciate that rapid ad frequet chages i directio ad circumstaces are ot uusual i a commercial eviromet. Give that the research idea is ovel ad the market is clear, the most likely factors determiig success will be the ambitio, persistece, marketig skills ad effective maagemet of resources by those ivolved. This will be especially demadig ad stretchig for you if you are still carryig out duties for your research istitutio employer ad is oe of the reasos why you should be ope to form productive parterships with experieced people, who ca add value to the spi-out ad share your commitmet ad workload. The people who become ivolved i the spi-out will come from may ad quite differet cultures. These ew people will be wove i progressively as the spi-out advaces through its various busiesses phases. They may ot always uderstad or be patiet about your wider goals or duties as a researcher, especially if you are still employed full-time by your istitutio. The spi-out will be their oly focus ad cocer. They will be more iterested i the products, reveues ad profits that are to flow from the IP, tha i the IP itself. 9

12 Itellectual Property Sectio 2 Your spi-out compay will almost certaily be fouded o IP. It will probably be the spi-out s major asset for may years to come. IP protects your ideas i various forms. It is made up of a budle of differet rights. Some rights have to be registered to be effective; others arise automatically. The most relevat IP rights for spi-out compaies from research-based istitutios are geerally patets (for ivetios), copyright (for software, o-lie cotet, reports etc), desig rights (for equipmet desigs) ad trade marks (for ames). There is also kow-how or cofidetial iformatio. This is ot strictly IP but will be equally importat to the compay. Uder which ame does your compay ited to trade? To protect agaist others usig that ame, cosider registerig the ame as a trade mark i the territories i which the compay will be tradig. Cosider the registratio of domai ames. For example, if the compay is to have a website, the a domai ame should be registered to direct customers to that website. Search agaist your chose ame i a iteret search egie to see if ayoe else is usig it. It is always easier to choose a ew ame at this stage if there is a problem. Due Diligece (Ivestigatio) The success of the compay will deped largely o the successful developmet ad exploitatio of IP. Firstly, idetify the IP that is required. Will the compay rely o specific techiques, chemical formulae or maufacturig processes? Will the compay require the use of particular software or other equipmet? Will access to specific kow-how be required by the compay, for example laboratory ote books, operatig mauals or specific databases? Keep a record of all the IP that is idetified. Oce idetified, check where the IP has bee developed. Was it developed solely by your research group or have other groups withi your istitutio bee ivolved? Check whether ay patets have bee applied for or grated. You ca search for may existig patets via the esp@ceet website ( or at the British Library. Check whether a patet aget is used by your istitutio ad, if so, the relevat people withi your istitutio ca make equiries with the aget. Alteratively istruct a idepedet patet aget to coduct some searches. If the compay is likely to trade outside the UK, check whether there are patets outside the UK. 10

13 Itellectual Property Sectio 2 Searches will ot oly idetify ay patets/applicatios held by your istitutio but also ay patets which are held by third parties ad therefore whether the compay would be at risk of ifrigig third party rights. Owership The compay is a separate legal etity to you ad your istitutio. It must either buy the IP it eeds or, at the very least, obtai permissio from the ower of the IP to use ad exploit it. Geerally, the ower of ay IP is the perso who created it, uless it has bee sold previously. However, there is oe importat exceptio to this positio. A employer geerally automatically ows the IP created by its employees i the course of their employmet, uless the cotract of employmet specifies a arragemet to the cotrary. A employer i the UK will oly hold rights i a patetable ivetio created by a employee if it was created i the ormal course of the employee s duties or i the course of duties specifically assiged to the employee ad, i both cases the ivetio might reasoably be expected to result from the employee carryig out such duties. Employees of academic istitutios will usually iclude professors, readers, lecturers, techicias, research staff, project officers, experimetal officers, support staff ad admiistrators. Studets will ot ormally be employees uless, i additio to beig registered studets, they also have a cotract of employmet with the academic istitutio. A umber of research istitutios have IP policies which specify cotrary arragemets uder which the istitutio, as a employer, waives its rights to owership i certai circumstaces. You should check with your IP commercialisatio orgaisatio, research admiistrator or Registrar to fid out how you are affected i this regard. It is difficult to trace back owership if a umber of researchers/studets have bee ivolved i the developmet work. Always check IP policies ad relevat specific agreemets to fid out whether your research istitutio holds the rights to the IP cocered. Cosider ay idividuals who may have joied the research team from aother research istitutio. Will ay IP still be owed by that research istitutio? Cosider ay idividuals who have left the research team to go elsewhere. Could they have take ay IP with them? Check the terms of 11

14 Itellectual Property Sectio 2 ay research collaboratio agreemets. Could the IP be tied up with other members of the collaboratio? Is there ay of the IP which may be joitlyowed? Check grat fudig documets as they sometimes cotai some uusual terms, where certai rights are claimed. Keep a file of all the documets which are discovered. Oce idetified, the compay ca the eter ito agreemets either to buy the IP (kow as a assigmet) or obtai permissio to use the IP (kow as a licece). Registered rights should be set out i schedules to such agreemets. This way it is clear exactly what is beig trasferred. It is more difficult to idetify uregistered IP ad kow-how, however, you should try to record i the schedule as much detail as possible. Make referece to particular laboratory otebooks with dates, result books, papers or ay other materials which you thik will be required by the compay i the future. Cofidetiality If the required kow-how is likely to be patetable or desigs registered i the future it will be importat that o prior disclosure has take place this could iclude a joural publicatio or presetatio at a coferece. If disclosure has take place the compay may be preveted from obtaiig registered protectio. Check whether disclosure may have occurred ad, if so, were ay cofidetiality agreemets i place? Were the agreemets complied with? Take copies of ay agreemets located. What exactly was disclosed uder them? Future IP The compay must retai the IP developed ad created by the compay i the future, sometimes called dowstream IP. You will eed to esure that all compay employees have adequate IP ad cofidetiality safeguards i their employmet cotracts. Cosultats are ot classed as employees. Therefore, geerally, IP created by a cosultat will ot automatically be owed by the compay. Esure that idividual cosultacy agreemets are put i place dealig with IP owership. 12

15 Itellectual Property Sectio 2 If the compay is to work with your istitutio i the future you will eed to put i place obligatios of cofidetiality betwee them. You will also eed to be clear about the arragemets with the compay, sice research istitutios will ot wish to be placed i a positio where all relevat future IP automatically goes to the spi-out. This is kow as a pipelie situatio. It will expect to freeze the origial deal at a poit i time ad come to separate arragemets about future IP. Whilst the basic priciples of protectig IP are straightforward, applyig them ca be very complex. Idetify a perso to also act as IP Maager who ca be allocated various roles withi the compay for this purpose. Alteratively, your istitutio s IP commercialisatio orgaisatio may be able to supply a IP Service for the spi-out. If the compay has ay registered rights, eg patets, reewals will eed to be kept up to date. You ca pay for a remider service! Adopt practices for the idetificatio of ew patetable ivetios or other IP, which may arise. This could be icluded as a stadard item at project meetigs. This is very importat because it is a good idea to ehace the stregth of the spi-out cotiuously through a growig portfolio of IP. Look aroud widely for other relevat or supportig IP. Do you have colleagues at other istitutios with whom you could collaborate to develop IP or is there IP elsewhere which could be acquired? New patets ca provide a extesio i time to the spi-out s base, as patets have a time limit (usually 20 years). Esure that a IP strategy is a distict ad robust part of your busiess plaig. Set up procedures for the accurate recordig of kow-how i otebooks ad the secure storage of iformatio which will be cofidetial to the spi-out. A sig-off system ca be iitiated, particularly i relatio to iformatio which is to be published. There may come a poit where certai IP is o loger required by the compay. For example, the focus of the compay s research may shift ito differet areas. This should be costatly moitored. The compay ca make moey by sellig or permittig others to use the IP that is o loger required by the compay or you ca save moey (eg reewal fees) by lettig registratios lapse. 13

16 Itellectual Property Sectio 2 Check collaboratio agreemets, cofidetiality agreemets, materials trasfer agreemets or similar to esure the compay does ot release importat IP. The IP Maager ca arrage regular IP traiig sessios to esure all employees/workers are aware of the procedures i place. Traiig could also be provided to employees of the compay i relatio to the release of iformatio over the iteret ad the use of copyright materials o the iteret. What happes if the compay ifriges IP belogig to a third party? This ca be very expesive. It is also up to you to stop others ifrigig your IP. This ca be equally expesive. Cosider obtaiig IP isurace coverage to protect agaist these situatios. There are a umber of optios available ad advice ca be sought from a specialist isurace broker. 14

17 Compay Structure Sectio 3 The spi-out vehicle will almost certaily be a private compay limited by shares. A compay is a legal etity i its ow right ad ca eter ito cotracts ad udertake obligatios. The owership of the compay rests i the hads of its shareholders. They may also be called its members. These are the idividuals who subscribe for (ie acquire) shares i the compay. Each compay may have a Compay Secretary (who may also be a director), who is resposible for dealig with filigs at Compaies House ad esurig the compay s statutory books (its official records) are kept up to date. Ask your IP commercialisatio orgaisatio if it ca provide a Compay Secretary service or if it ca arrage for a legal or accoutacy firm to do so. The directors maage the compay ad may be differet people to the shareholders. Shares The shares represet uits of owership i the compay. For example, if the share capital of a compay is 100 divided ito 100 ordiary shares of 1 each ad 30 shares are issued to the research istitutio, 35 shares are issued to Dr Red ad 35 shares are issued to Professor Gree, the owership of the compay will be as follows: Figure 1 Research Istitutio (30 Shares) Dr Red (35 Shares) Professor Gree (35 Shares) 30% 35% 35% Newco Limited 100% I other words, the researchers, as the holders of 70 of the 100 issued shares i the capital of the compay, will ow more tha half of the compay or 70% of the equity. Whilst day to day operatioal cotrol ad 15

18 Compay Structure Sectio 3 maagemet of the compay will rest i the hads of a board of directors, ultimate cotrol is with the shareholders. They have the power to appoit ad remove the directors. The differece betwee shareholders ad directors is explored i Sectio 4 Shareholders ad Directors. The cotrol is exercised primarily by the passig of shareholder resolutios. There are two mai types, ordiary resolutios ad special resolutios. Ordiary resolutio Special resolutio passed by shareholders who hold more tha 50% of the votig shares. passed by the holders of at least 75% of the votig shares ad required for certai key matters. Types of shares Whilst the most basic type of share is the ordiary share, a compay may issue differet classes of shares to which differet rights may attach. For example, a compay may issue a Preferred Ordiary Share which may carry a right to a preferetial divided or to ehaced votig rights. Holders of Preferred Ordiary Shares may receive a divided whilst ordiary shareholders may ot. (There is further detail o the paymet of divideds i Sectio 4 Shareholders ad Directors). A descriptio of the differet sorts of rights which ca attach to shares is, however, outside the scope of this Guide. It teds ot to be too much of a issue at the spi-out stage where the key is to keep the structure straightforward. Be aware, however, that as the compay grows ad looks to exteral ivestors for further loas, such ivestors are likely to demad various preferetial rights for the shares that they will be acquirig. You may, for example, be able to egotiate a loa or overdraft facility from a bak, which will satisfy the fudig requiremets of the compay without havig to give away ay of the shares to outside ivestors. The commercial reality, however, is that baks are usually reluctat to led sigificat sums to such start-up vetures, particularly where the spi-out compay may ot ow ay sigificat assets over which the bak ca take security for its loa. 16

19 Compay Structure Sectio 3 Liability Aother importat cocept for you to remember is that the liability of a shareholder is limited to the amout, if ay, upaid o his or her shares. I other words, if the compay icurs a large liability or is sued by a creditor because it caot pay a debt, the shareholders should, if they have fully paid for their shares, be immue from ay such actio uless, for example, they have agreed persoally to guaratee ay such liability of the compay. Directors ca also be persoally liable for actios of the compay (for example if they allow the compay to ru up debts with o hope of ever payig its creditors). If you will be takig o the role of director, you may wat to cosider directors ad officers isurace at a early stage (see Sectio 8 Isurace). Documetatio So what are the key documets ad cocers that are likely to be relevat whe settig up the spi-out compay? A Busiess Pla this brigs together the strategy ad operatioal plas of the busiess propositio: it coveys the busiess opportuity. It should be cocise. Whilst the pla details are likely to chage frequetly from iputs of others ad from experiece as the busiess itself develops, it is very importat to be clear about the fudametal busiess model ad the routes to market (ie who are the customers ad how will they be approached?). All of the directors as a group (ie the board) must take resposibility for esurig that the pla is a strategic documet which is credible ad robust. Heads of Terms (also styled a Term Sheet ) these capture the headlie poits of agreemet o the deal/arragemets, which will be developed i detail later ito formal legal documets, such as a Shareholders Agreemet. They are put together to check everyoe s uderstadig ad act as a record of the deal discussios, soo after a agreemet i priciple is reached. They should be specifically writte so as ot to be legally bidig, except perhaps i respect of cofidetiality. IP Assigmet/Licece will the compay ow or have the right to use IP or other assets or equipmet i order to coduct its busiess? If so, the terms of such agreemets will eed to be documeted. Shares ca be issued for such assets. 17

20 Compay Structure Sectio 3 Shareholders Agreemet/Ivestmet Agreemet (ofte referred to as a Fouder Shareholders Agreemet at this stage) this is usually etered ito by the various parties. This sets out the relatioship betwee the shareholders (ie their idividual rights ad obligatios) ad also how the compay will operate ad be maaged. Articles of Associatio this is a public documet which must be filed with the Registrar of Compaies at Compaies House. The Articles essetially gover the iteral workigs of the compay ad set out the rights which attach to the shares i the compay (ad may set a cap o the amout of shares it ca potetially issue at that stage). Memoradum of Associatio the Memoradum of Associatio simply cotais a statemet of itetio of each of the first shareholders to; (a) form a compay ad; (b) take at least oe share i that compay. This is also a public documet ad must be filed at Compaies House. Employmet Agreemets will you, as a researcher, be a employee or cosultat of the compay or secoded to it ad, if so, o a part-time or full-time basis? Will the compay eed ay other employees? Will the compay have sufficiet fuds to pay salaries? The terms of such arragemets will eed to be documeted. Facilities Agreemets will the compay require access to offices ad or laboratory space? Such arragemets will almost certaily eed to ivolve the Head of Departmet or equivalet ad may form part of a wider services agreemet with the research istitutio backig the spi-out. As well as providig office ad laboratory space, istitutios may also offer other services such as book-keepig ad the productio of accouts durig the early stages of the spi-out s life ad also access to icubator premises. All these matters are areas o which you should get idepedet legal ad accoutig advice. There may, i particular, be tax implicatios ad this is looked at i further detail i Sectio 7 Tax Issues. 18