Written by: Dr Adam Stoten RTTP, COO, Oxford University Innovation
2020 started in relatively normal fashion for Oxford University Innovation. The upheaval of Brexit and the general election were behind us – or perhaps at least the most acute psychological trauma – and there were signs that markets and investors were also feeling more positive. While there were some interesting reports of a new virus emerging in China, the prevailing assumption was that it would most likely remain a localised issue and unlikely to ever reach these shores. Nothing to worry about.
How things change. Barely three months later and the world had turned upside down, or at least had gone into a state of paralysis never seen before.
Like any business that was able to keep operating during the pandemic, our initial priorities revolved around transitioning to remote working and managing the anxieties of employees who were faced with a raft of challenges, both professional and personal. The impact on our core business activities – IP commercialisation, academic consultancies and new venture formation – was an open question, and we searched for indicators that might provide clues on what the coming months would bring.
The canary in the coalmine turned out to be the consultancy projects that academics undertake for external organisations, and for which OUI provides an optional service. From a healthy March we saw in April a precipitous (approx. 50%) decline in new enquiries from academics, contract terminations and a significant associated drop in income. Not far behind in terms of timing came reports of potential issues associated with spinout companies – principally those needing to raise investment in the next 6 months.
However, in common with many of our peers, we started to see an influx of new Covid-19 related IP disclosures and an associated prioritisation of our resources to progress these as quickly as possible. The University’s research engine had – in remarkably agile fashion – pivoted to address diverse challenges associated with the pandemic; everything from vaccines to rapid diagnostics, ventilators to remote monitoring technologies, and a wave of new IP was heading in our direction.
Sending out the lifeboats
When this wave first loomed on the horizon, it became apparent that our commercialisation activities would need to keep pace with the incredible speed at which the innovations from Oxford research were hitting escape velocity, and that “normal” technology transfer timelines would need to be compressed in an unprecedented manner. We concluded that setting clear expectations both internally and externally was going to be important in helping expedite access to relevant IP.
To achieve this, and in concert with colleagues in the University, OUI created a set of guidelines to cover the commercialisation of Covid-19 related innovations – published here: https://innovation.ox.ac.uk/technologies-available/technology-licensing/... We were not alone in such an approach – several of the top US universities launched similar initiatives around the same time and others in Europe have followed suit, mostly built on non-exclusive royalty-free licensing principles.
OUI’s intention was not to be rigidly prescriptive in how we would apply these principles, but instead to provide a default starting position; one intended to accelerate the negotiation process that – often for good reason – characterises IP transactions. Above all else, we sought to achieve one overarching objective; to ensure that as many people as possible could benefit as quickly as possible from our innovations.
Beneath this headline principle we offered non-exclusive royalty-free licences for the period of the pandemic but expected licensees to ensure that licensed technologies were made available in a manner that supported truly global equitable access, and that lower-income countries were not disadvantaged. Post-pandemic activity would be subject to more normal licensing terms. However, we recognised that different technologies would probably require different terms, especially products that would require large investments by licensees, so the overarching principle of global deployment at scale would always trump specific structural elements.
More than three months on from launching these guidelines, how effective have they been?
One observation is that they helped put a spotlight on OUI’s role in supporting Oxford’s academics in tackling the Covid-19 crisis and sent a message to the wider world that we were intent on being part of the solution. They helped set expectations both internally and externally, although admittedly there was confusion amongst some academics as to whether they were hard policy or more flexible guidelines.
The principles have also been incorporated for the most part intact into transactions for Covid-19 related IP. While terms of specific deals remain confidential, the vast majority of transactions completed have been materially different to “normal” licensing deal structures.
For example, they have differentiated between pandemic and post-pandemic periods, and have included much more stringent diligence obligations around access and affordability, including commitments to supply on a not-for-profit basis. Not all the licenses granted have been non-exclusive, but where exclusive rights have been granted, these have been coupled variously to rights for OUI to terminate, to convert to non-exclusive or to step in; each in cases where the licensee is failing to meet its diligence obligations.
Lessons learned?
Well, there have been a few. Firstly, the principles as drafted were best suited to more mature technologies and especially software. This was particularly true in relation to licensing non-exclusively.
Second, while the differentiation between pandemic and post-pandemic periods was helpful in many respects (e.g. structuring financial terms, higher levels of diligence obligations in the former), actually defining the end of the pandemic was a real challenge as there were no good historical precedents to rely upon. While it was acknowledged that the World Health Organisation would probably specify a point in time at which it was over, confidence amongst licensees was relatively low that this would be clear or appropriate. In some cases, it was easiest to kick this issue down the road and/or to rely on expert determination.
The outputs have also been varied in terms of routes to commercialisation. While we were originally expecting most to be licence deals to existing companies, we have also seen two new entities created/about to be created; both social enterprises – one to commercialise a rapid RT-LAMP diagnostic test for the virus, the other in support of the OxVent ventilator collaboration with Kings College and Smith & Nephew. The social enterprise model for which OUI has developed specific support over the last couple of years has also resonated with academics associated with other pipeline Covid-19 projects, and it was interesting to note that the other leading UK vaccine candidate, developed at Imperial College, is being commercialised via this route.
A new normal
What aspects of our response to the pandemic might apply once the world returns to normal? Could we not move as quickly to expedite licences outside a pandemic scenario? Surely our overarching principle should apply to any technology we manage? And what will a recovery look like for OUI as a business?
While it might surprise some, TTOs dislike unnecessary bureaucracy as much as anyone, and it has been refreshing to be able to move at such pace in the last few months. However, this has been enabled by both OUI and our licensees changing attitudes to risk and prioritising more ruthlessly than is normally possible. While we will continue to identify ways of accelerating transactions – for instance via the use of our online software store and creative allocation of resources to priority projects – much will depend on the extent to which licensees fall back into more normal timelines and processes, and how high a priority accessing Oxford IP is compared to all the other corporate activities competing for people’s time and resources. It really does take two to tango.
Three months after the start of lockdown, we still have relatively few data points from which to infer a recovery trajectory across the business. Our Licensing & Ventures teams remain very busy, some on Covid-19 projects but many not. From an alarming March, our Consulting Services group has seen a modest improvement in May and a surge in enquiries in June. Whether this is indicative of a rapid and sustained recovery, time will tell. Our spinout pipeline remains robust, but we expect an increased proportion in the coming months to take adopt a lean spinout model, bootstrapping wherever possible. Ultimately much will depend on the prevailing macroeconomic conditions, which look ominous.
Back to school?
Potential licensing efficiencies aside, it is likely that we will see profound changes in the way that we work. Like many others, we have over the years provided an increasingly flexible working environment for our staff, and our underlying systems and hardware have evolved to support remote working; for example, moving largely to the cloud (a prescient move for which our IT Manager deserves great credit!). This bold experiment of 100% remote working was implemented in a manner that would have been hard to envisage in normal times but, encouragingly, it has worked, in that productivity and outputs have remained high, despite many colleagues balancing work with childcare and schooling demands.
At the time of writing government advice remains that those who can work from home should do so, and I expect us to continue in this vein for some time yet. However, when we are all able to return to the office, a very different pattern is likely to emerge; one that involves more colleagues spending more time each week working remotely.
The perceived tension between home working and our core business has always been to what extent the former compromises the quality of interaction with academic colleagues – knowledge exchange is, of course, a contact sport. The pandemic has shown that good quality interaction and engagement can be maintained in a virtual manner that many – myself included – thought impossible, and we should take advantage of this to leverage the clear environmental and wellbeing benefits associated with home working.
We continue to engage regularly with our staff to shape our thinking on what the right balance would be. My current expectation is a more blended approach rather than a shift to 100% home working. While we are embracing a brave new world of opportunity associated with Teams, Zoom etc, I’m also conscious that one of OUI’s greatest sources of resilience during the pandemic has been a supportive, cohesive and collegiate culture, built over several years, that has helped some colleagues cope with extremely challenging personal circumstances. Finding a balance that maintains this culture will be critical in our future success as a company.
Opportunity for UK Knowledge Exchange
Thus far, the pandemic has, of course, resulted in widespread economic woes and, for many, tragic personal circumstances. For Oxford and the wider UK university community, it has represented a chance to step up and show just how agile, adaptable and effective we can be at solving problems that truly matter to society, and for knowledge exchange professionals to play a small but vital role in enabling this to happen. It has been a learning experience for all of us, and while the KE community will need to wait until 2021 to come together to discuss in person at the annual Praxis Auril conference, there is already much sharing of experiences online.
While our parent institutions – and indeed charitable research funders - unquestionably face significant financial challenges in the future, I look forward to continuing to reflect on the experiences of the pandemic, to learn and to share. By doing so we can hopefully ensure that the importance of university KE is recognised fully not only by us as practitioners, but by government and – perhaps most importantly – by the general public who stand to benefit most from the impact of our efforts.
Written by: Dr Adam Stoten RTTP, COO, Oxford University Innovation