Issue link: https://htpgraphics.uberflip.com/i/246991
Glossary of Common Terms Section 10 Copyright – An IP right which arises automatically. It does not protect ideas, only the means by which such ideas are expressed. Copyright may arise in and protect a whole range of works, including publication papers, reports, notebooks, tables, databases, websites, lecture notes, computer programs, source code, operating manuals, charts, diagrams and plans. Deemed Transfers – A transfer, where typically a member of the management team is required to offer his shares for sale (but fails to do so), as a result of a specified event having occurred (eg ceasing to be employed by the spin-out company). Designs – IP rights that protect 3D objects or designs applied to them. Design rights arise automatically if the design is not commonplace in the design field in question. Designs can also be registered, if the design is new and has individual character. Development Capital – Finance typically provided to growing companies who already have a track record, either to expand or to make an acquisition. Drag Along Rights – Rights available to shareholders holding a specified majority of the equity share capital to require other shareholders to sell their shares at the same time as the majority sell their shares provided the same terms are made available. These are also sometimes known as "come along" rights. Due Diligence – Detailed analysis and appraisal of the background of the company, its IP, its management and the Business Plan. Incubation Stage – The part of the process where the spin-out's principal activities are too large or no longer appropriate for a location in the research institution and have physically moved to dedicated start-up support premises (an Incubator) within the site of or close to the research institution. The term is used by some in a more general way simply to describe the early phases of a spin-out's life. Memorandum of Association – This sets out the intention of each of the first shareholders to form a company and to take a share in that company. Mentor – Someone who acts as a guide and advisor, who can assist you in achieving your objectives with the spin-out, either through their own knowledge and experience and/or through their network of contacts in the business community. 49