2.03Lab to company: IP, tech transfer and spinouts

Working with the tech transfer office

Stage: Minus-oneDeeptech

The core idea#

The tech transfer office (TTO) decides whether your invention is patented, who can license it and on what terms. It is usually small, under-resourced and juggling hundreds of disclosures, and its staff answer to the institution, not to you. Founders who treat the TTO as a partner with constraints, and make its job easy, get faster filings and fairer deals. Founders who treat it as an obstacle usually wait longer.

This playbook explains how TTOs work and what they need from you, walks through each stage from disclosure to signed licence, and gives you scripts for the conversations that matter.

Stage: minus-one to pre-seed · Lens: Deeptech · Reading time: about 30 minutes

Who this is for#

  • Researchers about to disclose an invention.
  • Founders who want to license their institution's IP into a startup.
  • Teams whose TTO conversation has stalled.

What you leave with#

  • A clear picture of the TTO's process, timelines and decision points at your institution.
  • A disclosure that makes filing easy to approve.
  • A written signal of startup intent, and ideally an option that holds the technology for you.
  • Standard terms (or a term sheet) to negotiate from.
  • A relationship that will help with the next licence too.

Names you will hear#

Name Where
Technology Transfer Office (TTO), US and many other universities
Technology Licensing Office (TLO), Office of
Technology Licensing (OTL)
Name Where
Commercialisation company (for example UK universities, often a wholly owned
Oxford University Innovation, Cambridge
Enterprise)		 subsidiary
IP Management Cell, Industrial Consultancy
and Sponsored Research (ICSR) office, IPTeL		 Indian institutes (IIT Madras, IISc and
others)
Section 8 company or Foundation for
Innovation and Technology Transfer		 Some Indian institutes, for holding equity
and running incubation
National Research Development Corporation
(NRDC)		 Licensing of some publicly funded Indian
technologies

How TTOs work#

Understanding the TTO's constraints explains most of its behaviour, and shows you how to help.

Limited budget for patents#

Patent filing and prosecution are expensive, and TTOs have a fixed budget for outside counsel. Many disclosures that could legally be patented are declined on commercial grounds for this reason (CASRAI). One AUTM leader has estimated that as many as 60 of every 100 disclosures lack commercial potential, and advised TTOs to screen for market potential before filing (AUTM). What it means for you: the TTO decides on commercial evidence, not scientific excellence. Northwestern's TTO says plainly that it doesn't assess scientific merit, only patentability and commercial opportunity (Northwestern INVO). Bring evidence of interest.

Few staff, many disclosures#

A licensing manager may handle dozens of technologies across several fields. Your case moves when it is easy to act on and when someone is waiting for it, such as an investor or a company. What it means for you: a complete disclosure, a clear ask and a deadline linked to something real (a grant call, an investor meeting) move you up the queue.

Long time horizons#

TTOs know that returns take years. One US TTO notes it takes on average about eight years after disclosure before significant royalties arrive (UMKC). What it means for you: TTOs value licensees who will actually develop the technology. A credible team and plan matter more than a high upfront fee.

Institutional duties#

The TTO must protect the institution's interests and meet funders' rules (Bayh-Dole in the US, grant guidelines in India). It can't simply give IP away, and it must treat other potential licensees fairly. What it means for you: ask for fair, standard terms rather than special treatment; it's easier for staff to approve.

What TTOs are measured on#

Common measures include disclosures received, patents filed, licences signed, startups formed and licence income. AUTM's annual survey reports these across US institutions, and counted 1,095 new startups in 2025 (AUTM). Indian institutes increasingly publish similar figures; IIT Madras, for example, reports patents filed and licensing deals (IIT Madras). What it means for you: a startup licence helps the TTO hit its targets. Say so.

The path from disclosure to licence#

The details vary by institution, but the stages are similar everywhere. Your job at each stage is to give the TTO what it needs to move to the next one.

TTO path from disclosure to licence · 6 steps, 1 decision

Stage What happens Typical time What you can do
1. Disclose You submit an
invention disclosure
form listing inventors,
funding, public
disclosures and the
invention		 Day 0 Disclose early,
before any public
disclosure
(playbook 2.04)
2. Evaluate The TTO checks
inventorship, funding
obligations, prior art
and commercial
potential; it may ask
for more information
(
Iowa State)		 Northwestern aims to
decide within 60 days
(
Northwestern INVO);
others take from a
week to three months
(
UMKC)		 Provide market
evidence and a list
of interested
companies
3. Decide to file File a provisional, wait
for more data, or
decline. The
institution, not the
inventor, usually
decides(
CASRAI)		 Usually at the end of
evaluation		 If declined, ask
whether the
inventors can have
the rights released
to them
4. Provisional
filed		 Priority date set; 12
months to decide on a
full application
(
CASRAI)		 Months 0–12 Use the time for
customer discovery
(playbook 1.19) and a
founding team
5. Option or
term sheet		 The TTO holds the
technology for the
founders while they
form a company and
raise money		 A few weeks to agree Signal startup intent
in writing (next
sections)
6. Licence
negotiated and
signed		 Full licence
agreement		 In the UK, most
spinouts take 4–12
months from agreeing
to spin out to
completing all
paperwork (
Maucher
Jenkins)		 Use standard terms
where available;
involve your lead
investor early

Writing a disclosure the TTO will act on#

The disclosure form is the TTO's first impression of your invention, and often the only document it reads before deciding whether to spend money. Most forms ask for the invention, its stage of development, funding sources, inventors and any public disclosures (Idaho State). Answer those fully, then add what most researchers leave out: the commercial case.

What a strong disclosure contains#

Section What to write Common weakness
Title and summary One plain-language paragraph a
non-specialist can follow		 Copied from the paper
abstract
What is new The specific advance over the best
existing approach, with data		 Describes the field rather
than the advance
Evidence it works Key results, figures,
reproducibility, stage of
development		 No data, or only simulations
Prior art you know Closest papers and patents, and
how yours differs		 Left blank
Inventors and
contributions		 Everyone who contributed to the
inventive idea, with institution and
role		 Lists all co-authors
Funding Every grant and sponsor, with
numbers		 Only the main grant
Third-party inputs MTAs, data, code Not mentioned
Public disclosures Past and planned: papers, talks,
posters, theses, preprints, with
dates		 Planned disclosures missed
Applications and
markets		 3–5 applications, the buyer for
each, the problem it solves		 Missing entirely
Interested parties Companies that have contacted
you, asked for samples or attended
talks		 Missing entirely
Startup interest Whether any inventor intends to
found a company		 Left unsaid

Tips#

  • Attach your IP map (playbook 2.01). It answers half the TTO's questions in advance.
  • Flag deadlines. If a paper is due for submission in six weeks, say so on the first page. Name the people the TTO should talk to. Industry contacts from your interviews (playbook 1.19) are valuable to a licensing manager.
  • Keep it honest. Overstating results damages trust and may later affect the patent. Disclose improvements separately. New results on an existing invention should be disclosed again; they may support new filings (Iowa State).

Signalling startup intent and securing an option#

If you want to start a company, tell the TTO early and in writing. Otherwise the TTO may market the technology to existing companies, which is its normal job, and you may find someone else has an option or licence by the time you're ready.

What to ask for#

  1. Acknowledgement of startup intent. A short letter or email stating that the founders intend to form a company to commercialise the invention, with a rough timeline.
  2. A hold on marketing to others, for a set period (for example 3–6 months), while you form the team and raise money.
  3. An option agreement. A short contract giving the startup the exclusive right to take a licence on agreed or standard terms within a period, usually 6–12 months, often for a small fee and reimbursement of patent costs during the option.
  4. The standard term sheet the licence will be based on (see the next section).

What the TTO will want to see#

  • A credible founding team, or a plan to recruit one (playbook 3.04).
  • Evidence of a market: interviews, letters of interest, pilots.
  • A funding plan: grants applied for, investors spoken to.
  • Milestones for the option period.

Typical option terms#

Term What to expect
Length 6–12 months, sometimes extendable
Fee Small or none for founder startups
Term
What to expe		 ct
Patent costs
Often reimbu
or deferred in		 rsed by the startup during the option,
to the licence
Rights during the option
Evaluation an		 d development only; no sales
Conversion
Into a licence
sheet, or "to b		 on terms set out in an attached term
e negotiated in good faith"
ush for the attached term sheet. An op
rotects you less, because you'll negoti
tandard and express startup
growing number of institutions publis
onths of negotiation and remove the f
xpress" licences: non-negotiable, but
explicitly non-negotiable, can be sign
egotiable standard licence for founder
xamples of published terms
Institution		 tion that says terms will be "negotiated later"
ate when you most need the deal.
licences
h fixed or standard terms for startups. They save
ear of being taken advantage of. Some are
quick. The UT Austin express licence, for exampl
ed in as little as a day, and sits alongside a fully
s who need different terms (
UT Austin).
Terms
Carnegie Mellon (updated terms) Patented technology: 6% equity for an exclusive
licence (5% non-exclusive), 2% royalty, anti-
dilution up to $2 million raised. Software and non-
patented technology: 3% equity, $2 million anti-
dilution, no royalty. Optional open-source
clearance: 1% equity, short form
University of Missouri express licence Exclusive licence with right to sublicense; 33% of
non-royalty sublicence income; no equity for the
university. For startups founded by Missouri
employee-inventors
University of Nebraska (NUexpress) Non-negotiable; 15% of non-royalty sublicence
payments; startup pays international filing costs
from national phase
UNC"Carolina Express" (an early
model)		 Standard royalty and equity; no milestone fees;
10% of sublicence revenue and 20% of
sublicence royalty revenue; set annual minimums

Push for the attached term sheet. An option that says terms will be "negotiated later" protects you less, because you'll negotiate when you most need the deal.

Standard and express startup licences#

A growing number of institutions publish fixed or standard terms for startups. They save months of negotiation and remove the fear of being taken advantage of. Some are "express" licences: non-negotiable, but quick. The UT Austin express licence, for example, is explicitly non-negotiable, can be signed in as little as a day, and sits alongside a fully negotiable standard licence for founders who need different terms (UT Austin).

Examples of published terms#

Institution Terms
UBC Express License (2026) Predetermined, transparent terms founders can
accept without negotiating
UChicago UCGo! Startup licence with published guidelines;
founders receiving equity must first complete a
conflict-of-interest review

For life sciences, a group of US universities and VCs published the University Startup Basic Outlicensing Template (US-BOLT), a term sheet template endorsed by institutions including Columbia, Harvard, MIT and Stanford (NVCA). In the UK, the USIT guide sets benchmark terms (playbook 2.11).

How to use standard terms#

  • If your institution has them, start there. Ask only for changes you can justify with a specific business reason.
  • If it doesn't, show the TTO published terms from peer institutions. They are evidence of what is normal and acceptable to investors.
  • Check what "standard" leaves out. Diligence milestones, field of use and sublicensing are often still negotiated even when equity and royalty are fixed (WIPO/AUTM).
  • Compare total cost, not single terms. A lower equity stake with higher royalties and fees may cost more over the company's life (playbook 2.07).

Indian TTOs and IP cells#

Indian institutes run technology transfer in several ways, and the right office is not always called a TTO. At many institutes, the incubator handles startup equity while a separate IP or sponsored-research office handles patents and licences.

Institute Who handles IP and
licensing		 Startup route Notes
IIT Madras Office of Industrial TTO licenses to TTO averages about
Consultancy and student- and faculty- ₹2.5 crore a year
Sponsored Research
(ICSR), with an IP		 founded startups; IITM
Incubation Cell		 from one to two
licensing deals a
Management Cell, a
dedicated TTO and a legal
cell		 month
Institute Who handles IP and
licensing		 Startup route Notes
IISc Intellectual Property and
Technology Licensing
(IPTeL) office		 Faculty ventures need
Institute approval;
incubation through SID		 IISc's IP records go
back to 1950, with a
patent granted in
1951
IIT Delhi Foundation for Innovation
and Technology Transfer
(FITT)		 Incubated startups
may pay up to 3% of
turnover to the
institute during
incubation		 Faculty mentors may
hold shares
IIT Kanpur Institute IP office Faculty can request
assignment of IP to
their company for
equity, revenue share
or both
IIT
Kharagpur		 Institute, under its 2026
entrepreneurship policy		 Equity-based licensing
at 3% (own
technology) or 5%
(other institute
technology)

Rules that shape Indian TTO decisions#

  • National policy. The National Innovation and Startup Policy suggests institutes take 2– 9.5% equity in startups depending on the support given (NISP summary).
  • Funder guidelines. For DBT-funded work, institutions must have an institutional IP committee, decide licensing case by case, and report licence details to DBT (Conventus Law). The old default of non-exclusive licensing, which made startups hard to fund, was identified as the main barrier and has been relaxed (Conventus Law).
  • Government rights. Licences of government-funded IP carry a royalty-free right for the Government of India (playbook 2.01).

Practical tips for India#

  • Ask who signs: the dean of R&D or ICSR, the director, a committee, or the incubator's board. Approvals by committee can add weeks; ask for the meeting calendar.
  • Bring the incubator manager into the conversation early. They often know how to move a licence through the institute.
  • For licences that involve a Section 8 company holding equity, check how its stake is treated in later funding rounds.
  • Put the institute's terms in writing before you approach investors; Indian VCs increasingly ask for the licence in seed diligence.

Speeding things up, and handling a stalled TTO#

What makes deals faster#

  • Standard terms. A template that both sides start from can save most of the negotiation time; one US life sciences initiative aimed to cut university–VC negotiation time by 80% (BioCentury).
  • An investor at the table. TTOs move faster when a named investor is waiting. Experienced TTOs and VCs usually know roughly what final terms will look like before they start (BioCentury).
  • A single point of contact on each side, with authority to agree.
  • Clear institutional timelines. The UK spinout review recommended that universities state expected timelines for each stage of spinning out, for both the university and the founders (CIC).

When the TTO goes quiet#

Work up this ladder, one step at a time, and give each step a week or two.

  1. Polite follow-up to your case manager, restating the ask and a reason for timing.
  2. A short call to find out what is blocking it: workload, a question they can't answer, or a concern they haven't raised.
  3. Offer to remove the blocker: a missing document, an answer from a co-inventor, a summary of investor interest.
  4. Escalate politely to the TTO director, copying your case manager, with a clear and specific request.
  5. Ask your head of department, dean of research or incubator director to help, framing it as helping the institution achieve its own goals.
  6. Consider the alternatives: licence another institution's IP, design around the institution's IP, or pursue a non-patent route (playbook 2.18), if any of these is genuinely available.

Never threaten, and never start using the IP as if you already had a licence.

Scripts#

1. Agenda for the first meeting with the TTO (45 minutes)#

1. Introductions and who does what at the TTO (5 min)

2. The invention in plain language, and status of the data (10 min)

3. Ownership: funders, sponsors, co-inventors, MTAs - our IP map (10 min)

4. Publication plans and dates (5 min)

5. Filing: will you file a provisional, and when? Who pays? (5 min)

6. Our intent to start a company, and your process and standard terms (8 min)

7. Next steps, owner and dates (2 min)

2. Startup-intent letter (email)#

Subject: Startup intent – invention disclosure [ID], [short title]

Dear [Name],

Thank you for meeting us on [date]. As discussed, the inventors [names]
intend to form a company to

commercialise [invention], disclosed on [date] as [ID].

Our plan for the next six months:
  • Complete [n] customer interviews (we have done [n] so far; summary attached)
  • Apply for [grant/fellowship] by [date]
  • Recruit [role] and incorporate by approximately [month]
We would be grateful if [institution] could:

1. Hold the technology for us and not offer it to other companies until

  • [date]

2. Share the standard startup licence or option terms

3. Confirm the expected timeline for an option agreement

We're happy to provide anything else you need.

Best regards,
> [Names]

3. Polite escalation email#

Subject: Request for help – option agreement for [ID]

Dear [Director name],

I'm writing with [case manager], whom I have copied, about the option
agreement for [ID]. We asked for

the option on [date] and have provided [documents]. We understand the office
is busy.

We now have [investor/grant] interest that depends on the option being in
place by [date].

Could you help us understand what remains to be done, and whether there is
anything we can provide to

move it forward?

Thank you for your support.

> [Name]

Mistakes and how to recover#

Mistake Why it hurts How to recover
Disclosing the week before
a conference		 Rushed filing or none at all Disclose at least 4–6 weeks
before any public
disclosure; keep a lab
disclosure calendar
A disclosure with no
commercial information		 The TTO may decline to file Add applications, interested
companies and interview
evidence
Not saying you want to start
a company		 The TTO markets the
technology to others		 Send a startup-intent letter
now
Treating the TTO as an
adversary		 Slower responses and less
flexibility		 Reset with a meeting
focused on shared goals;
bring an advisor who has
done deals with them
Negotiating without
benchmarks		 You accept non-standard
terms, or argue without
evidence		 Bring published terms from
peer institutions
Mistake Why it hurts How to recover
Agreeing an option with You negotiate later with less Ask for a term sheet
terms "to be negotiated" leverage attached to the option
Bringing in an investor only Investor asks for changes; Share the draft licence with
after the licence is signed renegotiation your likely lead before
signing
Going quiet after the deal Lost goodwill for future
licences and improvements		 Send short updates twice a
year

Existing playbooks to read, and sources#

  • Your institution's TTO website, especially its process, forms and any startup or express licence terms.
  • US-BOLT life science term sheet template (NVCA, Columbia Technology Ventures). Independent Review of University Spin-out Companies (UK, 2023) and the government response (GOV.UK).
  • CASRAI's guide to the technology transfer process (CASRAI).

1.04 The minus-one stage · 1.19 Customer discovery · 2.01 Who owns your invention · 2.02 Invention disclosures · 2.04 Patent or publish first · 2.07 Licence anatomy · 2.10 Negotiating with a university · 2.11 Spinout equity norms

Sources#

← 2.02 Invention disclosures: what, when and how2.04 Patent or publish first? →