Excellent Research, Too Few Companies: How the Netherlands Is Closing Its Spin-off Gap

A large part of the explanation lies in the terms on which universities transfer or license their IP. Spinning out has traditionally been slow, with each university, and sometimes each case, negotiating broadly similar terms from scratch. State-aid constraints push technology transfer offices towards valuation-led negotiations, which are difficult to conduct for technology at an early stage. University equity stakes have historically been relatively high, often 10% to 15% or more, compared with 2% to 4% under ETH Zurich’s standard terms. For a Series A investor, a sizeable passive university shareholder with voting rights is a concern. For a founder, months of negotiation can be reason enough to give up.

In November 2025, the Dutch universities adopted the National IP Deal Term Principles 2.0. These extend the 2023 principles, which applied only to researchers leaving the university, to researchers who remain (partly) employed, and incorporate the experience gained with the first version. The principles provide a common framework for licences, equity and royalties, but apply on a comply-or-explain basis. Outcomes can therefore still differ between technology transfer offices.

The logical next step is a set of standardised express terms, as used by ETH Zurich, Oxford and the Danish universities: a pre-agreed licence package that founders can accept without negotiation, with a bespoke route remaining available. Proposals under discussion in the Dutch ecosystem take ETH’s express terms as a starting point, with Dutch adjustments: 2% to 4% university equity, a royalty of 0.5% to 2%, and anti-dilution protection capped at a set amount of funding (for example €500,000 for software and €5 million for biotech), so that it falls away as the company scales. Other suggestions are to let universities take options rather than shares, avoiding a governance footprint until exercise, and to include a pre-set royalty buy-out to remove ambiguity at exit.

Gating criteria, such as early-stage technology and founders holding at least 80%, would reserve the fast track for cases where valuation is genuinely uncertain. That also supports the state-aid position: uniformly applied, non-arbitrary terms are a defensible basis for showing that publicly funded IP is transferred on market terms. Techleap’s Spin-off Factory is building a benchmark of deal terms between knowledge institutions and start-ups to inform this process.

Funding and tax policy are moving in the same direction. The government has announced €30 million a year to stimulate spin-offs, alongside a €3.3 billion National Investment Institution and a €500 million agency for disruptive innovation. Private capital is following. Graduate Ventures, a seed investor working with several Dutch universities and university medical centres, raised the target for its new fund from €80 million to €125 million, with around 80% of commitments coming from private individuals, many of them alumni and former tech executives.

The Start-up and Scale-up Tax Incentive Bill, intended to take effect on 1 January 2027, will tax employee options of certified companies only on sale of the shares, with only 65% of the benefit taxable. Under the Box 3 regime intended from 2028, private investors in certified start-ups will be taxed on realised gains. Both measures make it considerably easier to attract talent and private capital to early-stage spin-offs.

• Licence terms: exclusivity, field of use, rightsto improvements, the academic licence-back and diligence or anti-shelvingobligations will all be tested in Series A due diligence. Assignment ratherthan licence may be negotiable once the company is funded.
• University equity: the size of the stake,whether and until when it is anti-dilution protected, voting and informationrights, reserved matters and the mechanics of any royalty buy-out determine howinvestable the company will be.
• Researcher-founders: where founders remain(partly) employed by the university, conflict-of-interest rules, timeallocation and the ownership of IP generated after the spin-off need to beagreed at the outset.
• Cap table and incentives: set up founder holdingstructures and an option pool that meets the conditions of the new regime (fairmarket value strike, minimum vesting, right of first refusal) from the start.

The Netherlandsdoes not lack research quality or, increasingly, capital. What has held it backis friction at the moment research becomes a company. With the IP Deal TermPrinciples 2.0, the prospect of express terms, new public and private fundingand a far better tax regime for employee equity, that friction is beingaddressed. For investors looking for European deep-tech deal flow, Dutchuniversities are becoming a considerably more attractive source.

Maarten van der Voort – Partner, attorney at law, Benvalor. Maarten has specialised incorporate law and intellectual property law since 2010, having worked both asan attorney and as in-house legal counsel in the health and life sciencessector. He acts mainly for investors, knowledge institutes, knowledge transferoffices and life sciences companies, advising on investments, spin-offs,research collaborations, mergers and acquisitions, IP licensing and protection,corporate governance and commercial contracts. He is co-author of the book“Collaborations between health organisations” (2019) and a member of the DutchAssociation of Health Law and the Dutch Association Pharma and Law.

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Robert van der Linden – Associate (advocaat), Benvalor. Robert is a member of Benvalor’sEmerging Companies & Venture Capital practice. He advises founders,start-ups, investors and venture capital funds on financing rounds, corporatestructuring and commercial contracts. Before joining Benvalor in 2021, heworked for two years as legal counsel in the corporate legal team of a Dutchbank.

Benvalor is anindependent Dutch law and tax firm based in Utrecht, founded in 2010. Itslawyers and tax advisers work side by side, combining corporate and taxexpertise in a single team. The firm’s Emerging Companies & Venture Capitalpractice advises founders, start-ups, business angels and venture capital fundsthroughout the lifecycle of a company, from incorporation and financing roundsto employee participation plans and exit. Benvalor consistently ranks among themost active Dutch law firms in European venture capital transactions, and is anassociated member of the Dutch Private Equity and Venture Capital Association(NVP).

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