Life science spinouts: securing the best legal agreement

“Legal agreements can be anything from very basic to an extremely complex written document incorporating every conceivable safeguard,” says Kinnier Wilson. “The point of a legal agreement is to provide something that will allow those who signed it (but ultimately a court if it all goes wrong) to judge what everyone had agreed at the time – and in some cases a simpler document can do that quite well.”

“While the risks of a simple agreement are arguably higher, usually the upfront costs will be much lower,” he continues. “It’s important that spin-out companies get good legal advice on the various merits of different levels of agreement and don’t just assume that one size fits all.”

For bioscience spin-outs and start-ups, the number of legal agreements required is considerable, including agreements with shareholders, licensing arrangements, employment contracts with staff, even contracts with suppliers when buying in materials for use in the lab, and eventually the rights and obligations for clinical trials. Many of these are quite specific to the field.

With a masters in biochemical engineering, Kinnier Wilson had been planning a career in the pharmaceutical industry, but a summer job in a law firm soon changed that. Fascinated by the idea of applying his science in a different way, he qualified as a solicitor and has been working as an intellectual property specialist for nearly 20 years advising science, engineering and technology spin-out companies.

His current firm, Manches, acts on behalf of a number of research councils, research institutes and universities, advising their spin-out life science companies in all stages of development. “To offer advice, it helps to understand the technology these companies are working with,” says Kinnier Wilson. “My work brings me into contact with an amazing array of different scientific technologies. Every day is different and every day is fascinating.”