We advised the University of Edinburgh in connection with the creation of a £100 million research centre that brought together the Roslin Institute, the Neuropathogenesis Unit of the Institute of Animal Health and the University's School of Veterinary Studies.
The Roslin Institute is now probably the biggest institute in its field in Europe. The institute has boosted the international interest that Scotland had already been attracting through its multi-institutional and cross-disciplinary research pools and investment in research infrastructure (many of which we have advised upon).
We provided a huge range of services during the completion of this merger, including advising on charity law, corporate and commercial law, employment and pensions aspects and property (in relation to construction, leasing and transfers). We also advised on complex intellectual property (IP) and biomedical issues, as well as on the transfer of the IP portfolio, staff, research contracts, biological materials, animal units, and funding arrangements and charities law.
The project took 18 months to complete and Lindsays advised on the following elements:
Corporate:
- Business transfer, transitional and integration issues (including the pre-merger transfer of activities and associated interim agreements)
- Financing and contribution arrangements for existing and future projects and liabilities, including BBSRC programme funding agreements
- Framework agreements between the principal stakeholders
- Compliance with the Charities Act 2005 and other charitable implications
Property:
- Tax-efficient structures for the property development for the combined operations
- Property and land development for the new £59 million facility, Disposal and decommissioning of redundant and surplus land and property
- Land swaps and servitude arrangements
- A variety of lease structures and negotiations for surplus property and land
Construction:
- Construction contracts and advice in relation to the development of new buildings
Employment:
- Transfer of associated staff with consideration to TUPE
- Pensions transfers and liabilities
Intellectual Property:
- Transfers of patent portfolios, cell-lines and biological materials and other intellectual assets
- Transfer/novation of grants, funding and research contracts
