Non-patentable IP: Portico Ventures

What is the Portico Ventures model?

The Portico Ventures model has two pathways which have been custom designed to align with  the experience of the founding team. Both pathways provide spinout companies with an exclusive and royalty-free licence to the UCL IP. Each pathway also sees  UCLB subscribing to a fixed percentage of equity (company ownership) in the spinout venture.

Your UCLB manager will confirm your eligibility for the Portico Ventures model in advance so you can be confident of the arrangement when discussing your business opportunity with potential investors. The execution of a standard form  IP licence and equity subscription are typically concluded concurrently with your seed investment round, which helps you reduce the spinout’s legal costs that are associated with any corporate transaction.

Who is it for?

All UCL staff are eligible. Teams are also warmly welcomed – these can include UCL students or people external to UCL, as long as the key IP is owned by UCL.

Founder-driven

If you’ve set up a business in the past, worked within the startup ecosystem, or have a member of your team that brings the relevant skills, knowledge and contacts that can get you to your seed funding round and require limited UCLB support, we can follow the founder-driven pathway.

This sees UCLB  subscribing to 5% founding equity in the spinout at nominal share price (i.e. the same share class as the founder equity), leaving 95% equity for you and the founding team, including a minimum 10% option pool to incentivise early hires, advisors, non-executives etc.

UCLB tailored support

If you’re a first-time entrepreneur, the UCLB-tailored support pathway will be followed, providing  hands-on advice and guidance from the experienced UCLB team to develop your idea into a well-developed business plan and to help you secure your early investment.

Under this pathway we provide more significant support – whether that’s to help develop a business plan and pitch, identify investment opportunities or build your founding team.

In this case, UCLB will subscribe for  10% of the founding equity in the spinout at nominal share price (i.e. the same share class as the founder equity), leaving at least 90% equity for you and the founding team, including a minimum 10% option pool to incentivise early hires, advisors, non-executives etc.

What general support is available?

Whichever pathway is followed, you can access support, guidance and templates to help you get your spinout business up and running:

• Advice on funding sources for market studies and proof of concept.
• Networks of experts and service providers (e.g. tax, accounting and legal advice).
• Links into the wider London entrepreneurial and investment ecosystem.

  

What are the other conditions around UCLB’s equity stake?

The applicable award of equity to UCLB in your spinout is calculated on a fully- diluted basis and will be non-dilutable until the company reaches an agreed threshold of investment, after which time it will dilute as normal as the company raises further investment.

UCLB will hold its equity in the company until an appropriate exit point – for example a sale or initial public offering (IPO). During that time, UCLB will be entitled to usual  shareholder rights, including certain information rights which we need in order to fulfil our  reporting obligations to UCL.

At an exit, UCLB’s share of proceeds from its converted equity is split according to the UCL revenue share policy. That means that a significant portion is returned to UCL and your department, helping to fund further research projects. Please note that revenue share is not paid to inventors through this route (in line with the UCL policy) as the inventors will be expected to hold their own equity in the spinout.