On Railway Time: The Five-Minute Problem of Deeptech Spinouts

In the early 1840s, you had to do a small piece of mental arithmetic before catching a train from Oxford to London. Oxford ran about five minutes behind London. Bristol ran ten minutes behind. Every town kept its own local time set by the sun, and for centuries that worked perfectly well. Nobody needed Oxford and London to agree on the minute, because nothing moved fast enough to notice the difference.

Then railways arrived, and that difference became noticeable. A timetable only works if both ends agree on the basic terms of time. The Great Western Railway started publishing its timetables in London time in 1840, with a note underneath telling passengers how many minutes to adjust for their local clock. Within a few years, most railway companies had adopted London time outright, and town clocks followed. It took decades plus one legal ruling in 1858, before “Railway Time” was fully absorbed into what we now call GMT. But the pattern was set: once a system needs to move fast across many places at once, agreeing on the basic terms makes it faster and more efficient.

In the world of Deeptech spinouts, that is the problem we set out to solve with SCALE.

The UK leads Europe outright for spinout value creation, ahead of Germany and France, and its spinouts convert to later funding rounds more reliably than the rest of the tech sector. The bottleneck was never a shortage of technology, but how long each one takes to move from lab to a globally competitive entity — and how much of that time goes on agreeing the same terms, deal after deal, before the work that was meant to make the company valuable can even begin.

Every research-intensive university in the UK spins out companies from their labs, and each has built its own version of the same document: the licence agreement that governs how a new company uses the IP it was founded on. Royalty structures, equity stakes, milestone clauses, IP carve-outs. All of these terms are drafted and negotiated separately, university by university, spinout by spinout.

Each agreement makes sense on its own when it is written. The trouble is what happens at scale, and the time lost reaching a result that could have been attained much faster. A founder who spins out of one university and later advises or co-founds at another has to relearn the terrain from scratch. A funder backing a portfolio of spinouts across five institutions reads five dialects of the same agreement, discerning between standard practice and University-specific cases. This friction takes time an early-stage company can't spare.

Universities have negotiated bespoke spinout licences for decades. But now the pressure is growing.

New spinout numbers dropped in 2024/2025 after several years of growth, and about a third of UK universities ran a deficit last academic year, making cuts to programmes that support commercialisation. Meanwhile, the Hickson Review, UKRI's 2026 look at what is holding back university-investor relationships, called explicitly for harmonised IP and equity frameworks. And the Treasury's new proof-of-concept fund, helping spinouts cross the gap between research and commercialisation, was oversubscribed in the first round.

University Tech Transfer Offices (TTOs) are being asked to do more, faster, with fewer resources. Founders are eager to build, and investors are paying attention to the strength of UK research. A shared standard is the next step: speeding up and consolidating the slowest, most repetitive parts of spinout work, so that value can actually be realised.

SCALE (Spinout Commercialisation and Licensing Essentials) proposes for Deeptech spinout licensing what London time did for the railways: to write down standard terms that allow organisations to converge, so that agreeing on them stops being the bottleneck.

SCALE is an open-source group of tools for founders, TTOs, investors and business experts involved in Deeptech University spinouts:

It is built on a premise of simplicity and efficiency. It draws on the USIT Guide, the investment terms framework agreed in 2023 by six leading UK universities and seven major investors to give spinout deals a shared “landing zone”, and the Hickson Review.

The value of a shared standard is that it disappears into the background and lets the system run faster, for everyone at the table:

It treats the deal as one negotiation across all its terms, and removes the fixed cost of re-exploring every term, every time.

SCALE was written by three people who have sat on different sides of this table for years. Pete Hutton spent much of his career as a VP at Arm, now a member of Cambridge Angels, chairman across Deeptech ventures Agile Analog, Cambridge GAN Devices and Xampla. Philip David was the General Counsel at Arm, and has spent decades on the legal mechanics of IP agreements. Ines Almeida works on university spinout formation as Associate and Dealflow Lead at Cambridge Future Tech, negotiating licences and promoting the growth of commercial value from research.

Between the three, the same conclusion was reached separately: one of the biggest barriers to good spinouts is how long it takes to agree on terms, and the importance of aligning on terms that promote the scaling of the new company.

The UK has excellent Deeptech science coming out of its universities. Since 2010, the sector has produced around 2,000 spinouts, created 27,000 jobs and raised £17bn across nearly 3,800 deals. Combined enterprise value has grown 2.8x since 2020 to roughly £49bn. There is no shortage of valuable science.

The constraint has been how long, and how unpredictably, that science moves from lab to a globally competitive company. Every month spent negotiating boilerplate is a month a young company isn't spending on the thing that was supposed to make it valuable in the first place. The appetite on the research and investment sides is real and in need of infrastructure that can keep the speed up.

SCALE aims for the same outcome: a fair, faster starting point the UK spinout ecosystem can build from, and scale with.

There are two ways to get involved. If you are a founder or TTO heading down the spinout route, the tools are there for you: read the Framework and Licence to understand what a good deal can look like from the start; or if you already have terms on the table, run them through the SCALE comparison tool, free, and see where they diverge from ours. If you want a real say in how the standard develops from here, and early access to new tools, join as a member of the SCALE Foundation.

Try the resources and become a member at scalefoundation.org.uk.

This article was written by Ines Almeida, Associate and Dealflow Lead at Cambridge Future Tech.