If, after reasonable marketing efforts, an Invention which is deemed marketable has not been licensed, or if a technology is particularly suited for the establishment of a company (such as a platform technology, a device or certain types of software), the OTC may decide that a new company (“start-up company”) should be formed to facilitate the further development of the technology. In that case, the OTC will include the Inventors in consideration of this route of commercialization and the most appropriate structure for the start-up company.
If an Inventor wishes to start a company (such Inventor hereafter referred to as an “Inventor Entrepreneur”) to commercialize an Invention on which he/she is an Inventor, he/she should so inform the OTC, which will then provide appropriate guidance. Inventor Entrepreneurs will be required to comply with applicable University policies, including the Financial Conflicts of Interest Policy and the policy on Outside Professional Activities.
The start-up company and the OTC on behalf of the University will negotiate a license agreement for the Invention. Negotiations must be arm’s length and someone other than the Inventor Entrepreneur or any other Covered Individual must conduct the negotiation on behalf of the start-up company.
Prior to license negotiations, Inventor Entrepreneurs must provide OTC with an acceptable draft business plan, including development plans for commercializing the technology and a description of products and/or services, target markets, economics of the business, and evidence that they have formed an appropriate management team and have secured capital (or have an acceptable plan to secure capital) for development of the technology. While the OTC and the University wish to support the efforts of start-up companies, the University reserves the right to include rigorous diligence provisions in licenses to start-up companies and to convene a committee to review and make recommendations concerning licensing and/or conflicts issues related to start-up companies involving Inventor Entrepreneurs.
If an Inventor Entrepreneur wishes to use consulting time to participate in a start-up, he/she should refer to the policy on Outside Professional Activities. A Conflicts Management Plan (CRM, see section D. 4 above) may be required and should be discussed with the Conflicts Officer serving the Inventor Entrepreneur’s campus.