# Is there a company here? **Who this is for:** an academic approaching disclosure, deciding with their TTO whether the answer is spinout, licence, or not yet — and the TTO caseworker sitting across the table from them. Is there a company here? Your institution's commercialisation committee decides that on evidence, at a scheduled meeting, and in practitioner experience the most common correct answer at this stage is not yet. **Last verified:** 2026-08-31 · SpinUp Forge (Faraz Rizvi). Declared interest: SpinUp Forge is a single-operator practice that does UK university spinout company-building — the same work this guide describes deciding on. Corrections welcome — see the changelog at the end. **What this draws on:** Innovate UK's ICURe programme (Engage → Discover → Explore → Exploit) and the SETsquared Deal Readiness Toolkit, read against the point where a spinout-or-licence case actually gets decided. Related reading: [The Equity Debate Took Three Years. The Formation Clock Has Not Moved.](/thinking/formation-clock-not-equity.html) on why the incorporation date is the binding constraint once a company is the answer. --- ## The decision, and who owns it Ask an academic what "spinout or licence" means and most answer as if it is a question about them: do I want to run a company, or don't I. Ask a TTO caseworker the same question and the answer is different: it is a committee decision, made against a paper, at a meeting that happens whether or not the academic is in the room. Both descriptions describe the same event, which is why the decision confuses people. The academic's preference is real input. It is not the decision. The decision is the commercialisation or investment committee weighing the evidence in front of it and choosing a route — spinout, licence, or send the case back for more evidence. Caseworkers typically carry a large live caseload; the job before that meeting is to be the person who assembled the evidence, not the person defending an identity. **Ask your TTO:** who sits on the committee that decides your case, how often it meets, and what paper it expects to see before it will put you on the agenda. ## The three honest answers Across UK engineering and physical sciences translational projects that reach a decision at all, most end as a licence, a contract-research relationship, or nothing — spinout is the minority outcome, not the default one. That is practitioner experience, not a published statistic. There is no public UK figure for this split, and there is a structural reason none exists: HESA, the sector's own data body, counts licences granted and spin-offs formed as separate figures, one disclosure can produce several licences and a spinout at once, and a spinout is itself normally granted a licence too — so a single ratio built from those two counts would be dividing populations that do not correspond. Hold the hedge in mind before reading the next three sections as a ranking. ### Not yet In practitioner experience this is the most common correct answer, and it is not a failure state. It means the evidence a committee needs — a validated problem, a named customer willing to talk about paying, a defensible IP position, someone committed to running the thing — is not assembled yet. The route from here is usually a structured pre-incorporation programme, not incorporating and hoping the evidence catches up. [Innovate UK's ICURe programme](https://iuk-business-connect.org.uk/programme/icure/) (the page carries no date, so don't lean on it for stage timings) is built for exactly this stage. It runs four stages, in order: Engage, Discover, Explore, Exploit. Engage comes first and is an orientation stage — who might benefit from your research, and what entrepreneurship would involve. Discover is the market-testing one, and the stage that pays participants directly to go and do it. Neither asks you to declare a route: the spinout-or-licence read is not made until Explore and Exploit, so you do not need the decision settled to start. **Ask your TTO:** does your institution route ICURe applications through the TTO, or do you apply directly, and does the timeline fit the deadlines you're already carrying? ### Licence A licence hands the technology to an existing company in exchange for payment, instead of building a new company to exploit it. For components, materials and instrumentation — much of what an engineering or physical sciences lab produces — a licence to a corporate partner is often the higher-value route: the technology plugs into a supply chain, a sales force and a manufacturing base that already exist, none of which a two-person spinout can build from scratch. Reading licence as the consolation prize behind a spinout, rather than as the route the evidence sometimes favours, is a common misreading of this decision. **Ask your TTO:** does the institution have a standard licence term sheet, or is every licence negotiated from scratch? ### Spinout A spinout is the right answer when the value depends on things a licensee cannot buy off the shelf: a founding team whose understanding of the technology resists easy transfer, a platform with several applications rather than one component, and a market that rewards owning the company rather than renting the IP. ICURe's own Exploit stage is built to generate exactly this evidence before asking a committee to commit — but it does not open only to teams told to spin out. ICURe's [own description of Exploit](https://iuk-business-connect.org.uk/opportunities/icure-exploit/) is that it supports Explore teams recommended for spin-out "or licensing": a team pointed toward licence gets tailored support to prepare for and exploit that opportunity too. Inside ICURe that call is made at a scheduled event the programme itself calls the Options Roundabout — a dated panel, not a conversation someone has when they feel ready. Whichever the committee decides, the [SETsquared Deal Readiness Toolkit](https://toolkit.setsquared.co.uk/) (free registration required) is built for the stage right after this one — the practical steps once spinout or licence is the answer, not before. ## What evidence actually moves the answer A committee is weighing a small number of things, whatever the paper template calls them locally. | What it's weighing | What moves it toward spinout or licence | |---|---| | Market evidence | Named customer conversations that show willingness to pay, not desk research or a market-size slide | | IP position | A freedom-to-operate view and, often, unpublished know-how — frequently the real asset, not the patent | | Route fit | A platform with several applications leans spinout; a single component, material or instrument that plugs into an existing supply chain leans licence | | Founder commitment | Someone credible and willing to run the company, not just advise it | | Capital and time horizon | Whether the value pays back faster through a licensee's existing channel than a venture-funded company could build one | **Ask your TTO:** what evidence template the committee actually uses, and whether you can see a blank one before you present. None of this is a fixed sequence — institutions blur these gates and send cases back to earlier stages routinely. Treat the table as decision classes and evidence thresholds, not as a checklist completed once, in order. ## What it costs you to get the direction wrong Spinning out before the evidence exists trades a cheap, pre-incorporation route for an expensive one. Incorporating early can end your eligibility for the programmes built to generate exactly the evidence a committee wants. ICURe's own rule is narrower than "incorporating disqualifies you": the ICURe Explore FAQ (dated December 2024) says the eligible applicant is one testing the market "for IP that does not originate in an incorporated company," and that a company created in name only, with the market route still undecided, is assessed case by case rather than excluded automatically. Case by case is not a guarantee, so the safer sequence is still evidence first, incorporation second. **Ask your TTO:** if you've already registered a company in name only, ask before you assume it counts against you — ICURe treats this case by case, and your TTO may be able to make that call with the programme directly. Licensing away a platform is the quieter mistake, because there is no dramatic failure to notice. The difference is not that a licence pays once and equity pays forever — licences are commonly built from running royalties and milestone payments, which keep paying too. The difference is ownership and ceiling: a licence returns what the contract says it returns, on someone else's product decisions, while equity in a company you control has no contracted ceiling and no one else deciding what gets built. By the time that distinction matters, the licence is signed. Staying at "not yet" costs nothing in itself, but the underlying clock does not pause with you: publication and filing deadlines keep moving regardless of which route gets chosen, and ICURe's cohorts open and close on their own calendar — check the current key dates before you assume there is time to wait. ## What the evidence classes map to | Answer | Where the evidence gets built | What it's for | |---|---|---| | Not yet | ICURe: Engage, then Discover, then Explore | Orientation, then market-testing; the route does not need to be decided to start. Explore is the hinge — the route recommendation comes out of it | | Spinout | ICURe Exploit, following an Explore recommendation | Support to prepare a spinout case for committee | | Licence | ICURe Exploit, following an Explore recommendation, or your institution's own licensing route | Tailored support to prepare for and exploit a licence | | Either, once the committee has decided | SETsquared Deal Readiness Toolkit (free registration) | The practical steps for whichever route was chosen | **Ask your TTO:** does the institution hold its own funding for early evidence-gathering, ahead of any external programme, and how do you apply for it locally? Many do; how it works varies enough between institutions that this guide cannot answer it for you. ## Turn this into your own case The [Route Decision kit](/toolkit/route-decision/index.html) turns this guide's evidence classes into a working case for one specific technology: a read of what the evidence in front of you currently supports, an honest case for licence on its own terms, and a starting plan for customer conversations if you have none yet. ## Related reading - [Catalogue before you commercialise](/thinking/catalogue-before-you-commercialise.html) argues that unpublished know-how is usually the real commercial asset, not the paper or the patent. The IP-position row in the evidence table above is that argument put into practice, one disclosure at a time. - [Term Benchmark](/toolkit/term-benchmark/index.html) is the terms conversation that follows once spinout is the answer. ## Corrections and changelog Corrections welcome — this guide is dated, not definitive, and it will be wrong somewhere before it is wrong everywhere. Tell us what changed and it gets fixed. **Changelog** - 2026-08-31 — Rewritten for publication: removed every citation to an unpublished internal funding register that will not ship, and replaced each instrument claim with a named, dated public source instead. Corrected the ICURe stage order to Engage → Discover → Explore → Exploit (the previous version had it wrong, and described Engage as an earlier name rather than the current, separately funded first stage). Corrected the claim that ICURe Exploit only opens to teams "recommended for spin-out" — the programme also routes Explore teams recommended for licensing into Exploit, with tailored support, which is evidence for this guide's own argument that licence is a genuine route, not a consolation prize. Added the SETsquared Deal Readiness Toolkit and ICURe's Options Roundabout as named instruments, linked the companion Route Decision prompt kit, and fixed the dangling `formation-clock-not-equity` reference to its live URL. - 2026-08-24 — First version, drafted for an internal review of UK translational funding routes that was never published.