The role of intellectual capital has become increasingly important in the modern competitive system. The main objective of this study is to analyze the role and the relationship between intellectual capital and academic entrepreneurship. The intellectual capital created or existent in the universities is not capable by itself to generate new entrepreneurship. For this reason, it is necessary to understand all the changes that the intellectual capital undertakes to become entrepreneurship. The final aim of this research is to understand how intellectual capital is transformed and developed within the process of creation of new academic entrepreneurship: spin-offs. We propose a first critical approach on a longitudinal study of literature on intellectual capital in academic entrepreneurship process. In particular, we want to understand the main theory linked to the intellectual capital in the university and the spin-off creation processes. The methodology used consists of two phases. In a first step, we proceed to an analysis of the literature. In the second phase, we will attempt to theorize the main aspects of the relationship between IC and academic entrepreneurship This methodology puts in evidence the relationship between intellectual capital present in the universities and the forms of academic entrepreneurship. The process of creating a spinoff generates profound changes on intellectual capital present in the universities. This study highlights these changes. The outcomes of this study have different applications. First of all the outcomes will help the university to better manager the process of exploitation of the intellectual capital produced through the creation of spin-off. At the same time, the results can help the external actors of the university to understand the business opportunities based on intellectual capital and competitive advantage in the market.