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The SCALE Deeptech Licence
The SCALE Deeptech Licence (SDL) is an example licence for bringing University intellectual property into a spinout company. It is equity-centric and low-friction: modest, capped founder equity, no ongoing cash-draining fees while the company is pre-revenue, market-normal royalties, and workable sub-licensing and IP assignment terms specifically designed for the needs of Deeptech companies.
We needed an example licence to seed the Prompt. A licence that was self consistent, was fair to all parties and could be quickly agreed. We considered the licence to be useful, but just a means to an end, and we didn’t initially expect any TTO to use it as is. People are notoriously protective of their own paper, so it was provided to allow anyone to extract specific wording they wanted to.
We deliberately created as a clean sheet license to:
- avoid legacy complications by re-using other licences, particularly Life Sciences ones
- avoid any legal restrictions that might come with use of someone else’s licence
- address all the problems we’ve seen in years of Deeptech licence negotiations
- put all the Commercial Terms into one section to easily view and negotiate them
- provide an independent example not tied to any TTO or VC or spinout
- be updated with real life negotiations so that it always reflects the best UK practice
The commercial terms in the licence were based on the Imperial Founders Choice licence as a great example of already worked best practice.
Since then the license has been through multiple rounds of revision and adaptation, and the terms tested on a number of engagements. To our surprise, some TTOs would like to adopt a standard license if possible, so we’re starting to evolve the license to fit that requirement.
The intent is that all commercial variables are fixed, and it’s intended to be adopted as-is, cutting negotiation from months to days while giving the University fair long-term participation and the Company the best possible start toward getting funded.
The SDL continues to evolve and if you would like to have comments or be informed when it’s updated, feel free to engage below.
Note that the latest version of the SDL provides support for GenAI to take the license and produce a clean version that supports English or Scots law, and chooses the desired Equity option. If you pass the license to GenAI you can then just ask it to: “Can you read Schedule 4 of the attached and implement please.”
Coming soon in v0.93:
- Additional tidy ups based on various reviews
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Feedback
We welcome comments on the SDL and the Explainer. Your email address is optional but appreciated.