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Spin-out and Starter Advisory

Spin-outs and life sciences starters sit at the crossroads of company formation, intellectual property, financing, and regulatory compliance. Whether you are a researcher spinning out a venture from a university or knowledge institute, or an entrepreneur launching a life sciences startup, the early decisions you make on corporate structure, IP-ownership, funding, and team incentives will shape the trajectory of your company for years to come. Getting these foundations right from day one is a necessity.

Our expertise

Our practice is rooted in advising spin-outs and life sciences starters. We guide founders from first incorporation through to growth-stage financing, and understand the specific challenges that early-stage life sciences companies face. Our team combines deep knowledge of corporate structuring, IP licensing, venture financing, and employee participation with a thorough understanding of the regulatory environment in which these companies operate.

How we can help

We advise on the full range of legal matters that spin-outs and life sciences starters encounter. On the corporate side, we help you choose the right legal structure, draft articles of association and shareholders’ agreements, and put governance frameworks in place that accommodate the interests of the company. We structure and negotiate IP licence and transfer arrangements, ensuring that the ownership and scope of use of your core technology are clearly defined and properly documented. When it comes to funding, we support you through seed rounds, convertible loans, and series financing, including the corporate resolutions and documentation that come with each round. Attracting and retaining talent is equally critical at the early stage, which is why we design and implement employee incentive schemes tailored to your company’s stage, structure, and ambitions. Throughout, we take into account and advise you on the regulatory landscape that applies to your product or service to ensure that compliance considerations are built into your company’s foundations rather than bolted on later.

Recent

Intellectual Property and Licensing Spin-out and Starter Advisory Blog

Modernised Dutch Patents Act: From Rubber Stamp to Examination

A proposal for the modernisation of the Dutch Patent Act (Rijksoctrooiwet 1995) is currently under consideration by the Parliament. In this article, we briefly outline the most important implications for the Dutch life sciences sector and, in particular, for university spinouts.

Medical Devices Regulatory Compliance and Enforcement Spin-out and Starter Advisory Testimonial

We have advised a start-up on enforcement actions brought by the Dutch Healthcare Inspectorate (IGJ) concerning MDR compliance.

Diagnostics Food and Feed Commercial Contracts Intellectual Property and Licensing Spin-out and Starter Advisory Testimonial

Axon assisted a start-up developing a real-time diagnostic test to define pathogens food. We negotiated and drafted an agreement with a university to support the further development & validation of the technology.

Agriculture Biotech Food and Feed Regulatory Compliance and Enforcement Spin-out and Starter Advisory Testimonial

As a partner of StartLife, Axon assisted a feed company with the regulatory qualification of its technology. Our reasoned opinion serves as a key document for the company’s funding activities.

Chemicals Regulatory Compliance and Enforcement Spin-out and Starter Advisory Testimonial

We have advised a start-up on the legal limitations and requirements related to the transport of dangerous substances.

Biotech Corporate, Governance and Boardroom Counselling Intellectual Property and Licensing Spin-out and Starter Advisory Testimonial

Axon regularly advises spin-outs from academic institutions on a wide range of topics. We make sure that the spin-out’s license agreement includes commercially and legally viable terms and is attractive to investors. In addition, we advise on the corporate structure of the spin-out, balancing the interest of the founders, the academic institution and all other stakeholders.

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