Is the new German Spin-off Framework (GSOF) the long-awaited startup booster for deep-tech innovations?
The U.S., the United Kingdom, and other EU countries have been using them for quite some time: frameworks are a basic structure that facilitates and accelerates negotiations with startups and investors regarding intellectual property and equity investments. In Germany, the German Spin-off Framework (GSOF) has now been introduced with the participation of the Max Planck Society. It is intended to help increase the number of startups and scale-ups emerging from research in Germany-which is currently low compared to other European countries.
Ready to Launch Faster
The goal of the GSOF is to create a more transparent, practical, and entrepreneur-friendly basis for negotiations. The framework, developed in collaboration with 44 stakeholders from the fields of research, technology transfer, venture capital, and investment, provides young entrepreneurs with a guide to help them make well-informed decisions independently. It enables them to undergo a fast and targeted technology transfer process, facilitates fundraising, talent acquisition, and international scaling.
Many of the participating institutions contributed best practices to this effort, including the Max Planck Society through its technology transfer organization, Max Planck Innovation GmbH (MI). Through its licensing model, MI grants intellectual property rights to spin-offs quickly, with legal certainty, and with minimal negotiation effort. These licenses comply with market standards and include spin-off-friendly terms. This eliminates the need for spin-offs to make early payments to the MPG. The funds thus remain within the companies and serve as the foundation for investment and growth. Instead, MPG receives a share in the company's future economic success in the form of an equity stake, milestone payments where applicable, and reasonable royalty fees. These entitlements are tied to the economic performance of the company or the products based on the licensed MPG technology. This makes the spin-off process faster, fairer, and more predictable.
"In the German startup landscape, there is now a known range of terms for licensing and equity agreements. Above all, this enables future founders to assess whether an agreement falls within market-standard norms. This should significantly accelerate negotiations and contractual processes," says Bram Wijlands, Managing Director of Max Planck Innovation GmbH. "With GSOF, Max Planck startups can clearly see that the terms of the license agreements and the equity stakes are fully in line with market standards-and in most cases even fall within the mid-range," says Wijlands. He and his team closely oversaw the development of the framework from the first working session in 2024 through to the final negotiated agreement in June. For Wijlands, GSOF represents the successful collaboration of key stakeholders from the field-including technology transfer organizations, the market, investors, and law firms-who developed the framework using real-world practical and market knowledge.
Five Questions for Bram Wijlands
Bram Wijlands, Managing Director of Max Planck Innovation GmbH
© Max-Planck-Innovation GmbH
Why did MI decide to join the German Spin-off Framework, and what specific changes do you expect as a result?
We mostly deal with founders who are starting their first company and have no experience dealing with IP or its licensing. Since the document has now been signed by nearly 20 well-known investors, we can refer to it.
In addition, there are similar frameworks in the United Kingdom, the Netherlands, and Denmark. People who are not yet very familiar with the topic can now more easily find out about standard market terms-through the new framework at the national level and the others at the international level. Overall, we hope this will lead to a faster, more transparent, fairer, and less conflict-prone process.
Which hurdles in technology transfer and licensing negotiations is the framework intended to eliminate or significantly reduce in the future?
This primarily addresses the uncertainty that has existed until now among many people involved in the process. In addition to founders and investors, this particularly affects some very small technology transfer organizations. It is important to us that market participants act in accordance with market standards, thereby further professionalizing the transfer process.
From MI's perspective, how does the GSOF affect Max Planck founders-particularly in terms of speed, transparency, and planning certainty?
The MPG standard terms and conditions are affirmed by the framework. Consequently, little will change in terms of the terms and conditions. However, we hope for a process based on greater trust and greater speed. We are also concerned with planning certainty for the spin-off projects, particularly with regard to attracting investors.
The Framework relies on voluntary common standards. How do you ensure that these guidelines are actually implemented in day-to-day technology transfer practice?
The MPG standard terms and conditions for spin-offs are covered by the Framework, which means our terms already comply with the Framework's guidelines.
How will you measure, in the coming years, whether the German Spin-off Framework has achieved its goal of producing more internationally competitive deep-tech spin-offs?
Whether more high-impact spin-offs emerge depends on a great many variables. Our licensing terms are just one of them. However, I think it's an important building block that we've now reached an agreement on this-including with investors. Personally, I'm hoping first and foremost for broad acceptance of the framework and expect that discussions will now shift to the areas that will ultimately lead to more promising spin-offs.
