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CS1 – Commercializing University Technology and Creating a Well-Funded Spin-off

This was a complex series of transactions and activities related to commercializing technology arising from a university.  The rights involved had arisen from a series of institutions and come through a number of upstream licensees.  These rights included technology arising from U.S. institutions and a research consortium.

There was an opportunity to access significant government funding and attract millions in private investment.

The project involved:

  • Amending upstream license agreements to make the overall transaction acceptable to investors;
  • Clarifying expiry of various options and projects involving the technology with other potential collaborators;
  • Setting up a new company (NewCo) as a vehicle to receive the private investment;
  • Putting in place licenses with NewCo, as well as a shareholder agreement and subscription agreements, involving institutions, private investors and individuals
  • Putting in place outsourcing agreements and other agreements, including research and employment agreements.

The overall transaction was very successful: millions of dollars in private investment were attracted to advance the technology.  NewCo was created with an independent Board of Directors and a great foundation was established to commercialize this exciting, innovating technology.