Janet Dewdney
Adrian Phillips

Abstract
This paper reviews the processes involved in orchestrating a successful spin-out of early research assets from a major pharmaceutical company to form an independent new company. The focus of the paper is operational. It highlights the key activities that must be completed, identifies the main players and gives advice on how to structure a deal between the vendor, the parent pharmaceutical company and the scientists who will spin-out. The role of investors is discussed and the need for financiers, lawyers and, critically, facilitators is described. The paper acknowledges that, as in any deal, things can go wrong but concludes that the opportunities which can result from a successful spin-out are such that the authors expect to see further exemplification of this business strategy in the next few years. Finally, there is brief comment on the forces that might give rise to the initiation of a spin-out enterprise and the motivation of both parties who commit to making it successful.

This paper was first published in the Journal of Commercial Biotechnology. For subscription information, click here.

About the authors
Janet Dewdney is the Chairman of an emerging biopharmaceutical company, AdProTech plc, which had its origins as a spin-out from SmithKline Beecham where she was Director and Vice President of Biotechnology (Europe).

Adrian Phillips is Senior Partner of Garretts Thames Valley practice. Adrian is a corporate finance lawyer and heads Garretts National Life Sciences practice. He is best known for his work in biotechnology-related start-ups, management buy-outs and fund raising.

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