Dual legal protection for spin-offs and laboratories
About this good practice
At its creation, the spin-off has few or no employees. However, it needs highly qualified human resources capable of supporting the technology transfer at launch. The best and smoothest solution is for the spin-off to continue relying on the lab where the technology originated. Yet it is difficult to do so without a legal framework that protects the best interests of both parties.
Therefore, Conectus acts as a legal advisor and applies a legal framework to secure the common work of an emerging spin-off and the laboratory. It consists of a pairing between two legal tools: a ‘scientific contribution agreement’ and a ‘research collaboration agreement’. This dual legal protection provides security for the researcher, the laboratory and the spin-off, enabling them to work together on an R&D basis:
- The ‘scientific contribution agreement’ (‘concours scientifique’ in French) is a legal framework that allows public researchers to participate in the creation of spin-offs. With the approval from their institution, they can dedicate a percentage of their working time and own shares of the spin-off while maintaining their public employment status. However, this mechanism does not allow any inventive work by the researcher within the spin-off. To enable such inventive contribution, a complementary research collaboration agreement is necessary.
- The ‘research collaboration agreement’ allows joint work between a laboratory and a company. It is well known and widely used in Europe
Resources needed
Conectus is able to provide legal counsel for the whole territory of Alsace (approximately 4000 researchers) thanks to its legal team of 6.
The ‘scientific contribution’ framework in France was introduced by the Law on 12 July 1999, and modified by the Law on 22 mai 2019.
Evidence of success
This legal framework is a great compromise for all parties, it:
- Can apply for up to 10 years,
- Allows researchers to be involved in the practical applications of their work,
- Strengthens the spin-off at a critical stage of creation, and
- Prevents the brain drain from laboratories
For instance, 9 scientific contribution agreements for 5 different spin-offs have been signed in Alsace in 2024.
Potential for learning or transfer
With a ‘scientific contribution agreement', the researcher provides scientific consultancy, limited to intellectual advice in relation to technologies developed by the laboratory and licensed by the spin-off. Inventive activity or new scientific development is covered by ‘research collaboration agreement’.
This dual legal protection adds major value to the valorisation of public research results. It supports the transition between the laboratory and the spin-off.
Because it comes from French national law, it is not easily replicable on regional level. Nevertheless, the reasons for its success can be duplicated:
- The research institution gives its approval before negotiating and signing the ‘scientific contribution agreement’
- Then the researcher can:
o work up to 50% for a spin-off without losing it status as a public servant
o own shares in the spin-off's capital
o act as a CTO, CSO but not CEO of the spin-off
o receive additional remuneration from the company.
Further information
Documents
Good Practice - Conectus - Dual legal protection for spin-offs and laboratories.pdf
Website
Good practice owner
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