Ohio Administrative Code
Title 3339 - Miami University
Chapter 3339-3 - In General
Section 3339-3-10 - Faculty and staff participation in companies commercializing university research
Universal Citation: OH Admin Code 3339-3-10
Current through all regulations passed and filed through September 16, 2024
(A) General information
This policy applies to all faculty and staff who create intellectual property owned by Miami university and desire to hold an ownership interest in the firm, corporation, or other association to which the board of trustees has assigned, licensed, transferred, or sold the university's interests in discoveries or inventions made or created by that employee or in patents issued to that employee commercializing his or her research.
This policy serves as exceptions to the Ohio Ethics Law and related statutes [Chapter 102. and sections 2921.42 and 2921.43 of the Revised Code], which might otherwise apply. Matters outside the scope of this policy will be subject to such laws to the extent applicable.
(B) Definitions
(1)
A technology
commercialization company is a private commercial entity that is owned in whole
or in part by a university employee and that has as its purpose the development
and commercialization of university-owned technology created by that
employee.
(2)
The technology
transfer oversight committee is the university body responsible for the
approval and oversight in technology commercialization companies pursuant to a
delegation of authority from the university board of trustees. The technology
transfer oversight committee shall be composed of a representative of each of
the following offices: office of the provost, office of the vice president for
finance and business services, office for the advancement of research and
scholarship, and office of the general counsel.
(3)
The office of the
general counsel is the university body responsible for assisting faculty and
other university employees in identifying, managing, and eliminating conflicts
of interest, and in particular for facilitating the development of
conflict-of-interest management plans for faculty and staff participating in
technology commercialization companies.
(C) Applicability
(1)
This policy applies to all faculty who create
intellectual property owned by the university and desire to hold an ownership
interest in a technology commercialization company.
(2)
This policy
applies to staff members holding unclassified administrative appointments, all
graduate award holders, and student employees who
(a)
Are specifically
assigned to engage in research and development activities,
(b)
Create
intellectual property owned by the university, and
(c)
Desire to hold an
ownership interest in technology commercialization company.
(D) Responsibilities of department chairs and staff supervisors
(1)
Department chairs are responsible for ensuring that faculty
who participate in technology commercialization companies comply with this
policy. Department chairs are also responsible for ensuring the compliance with
university policies on conflicts of interest and outside employment and for
reviewing and making a recommendation s to the propriety of private business
activities reported by their faculty in disclosure forms required by those
policies.
(2)
Staff supervisors are responsible for ensuring that
employees who participate in technology commercialization companies comply with
this policy. They are also responsible for ensuring the compliance with
university policies on conflicts of interest and outside employment and for
reviewing and making a recommendation as to the propriety of private business
activities reported by staff in disclosure forms required by those
policies.
(E) Approval process
(1)
Faculty and staff
members who wish to participate in a technology commercialization company must
first obtain approval from their department chairs and deans or other
appropriate supervisors. The technology transfer oversight committee will be
responsible for establishing the business terms of the transaction between the
company and the university, and the office of the general counsel will
facilitate the development of a conflict-of-interest management
plan.
(2)
The technology transfer oversight committee will review
the sufficiency of business terms and conflict-of-interest management plans
relating to technology commercialization companies. Written approval from the
technology transfer oversight committee must be obtained before any business
agreements relating to a technology commercialization company are
finalized.
(3)
Faculty or staff members who wish to participate in a
technology commercialization company may discuss initial company formation with
the associate provost for research; however, they should not, as a general
rule, participate in the ongoing negotiations of option and licensing terms
between the company and university. As soon as possible, third parties, such as
company management and/or legal counsel, should perform this
function.
(4)
As a prerequisite to the granting of an exclusive
license to university technology, a technology commercialization company must
provide the technology transfer oversight committee with a viable business plan
including, at a minimum, the following:
(a)
A capitalization
plan demonstrating access to funds necessary for company
growth,
(b)
A proposed management team, and
(c)
Milestones for
product development and commercial sale.
(5)
In recognition of
the university's ownership of the technology, a technology commercialization
company shall grant the university an equity interest in the company as
negotiated by the technology transfer oversight committee.
(6)
The faculty
member's department chair or the staff member's supervisor must be an active
participant in discussions with the technology transfer oversight committee and
in the development of the conflict-of-interest management plan relating to a
technology commercialization company.
(7)
A department
chair or staff supervisor who has a financial interest or is a co-participant
with a faculty or staff member in a technology commercialization company is not
in a position to provide effective oversight of that activity. In these
situations, another disinterested administrator must be appointed to perform
the responsibilities of the department chair or the staff
supervisor.
(8)
If the technology transfer oversight committee
determines that, for any reason it is not possible for the department chair,
the staff supervisor, or another disinterested administrator to provide
effective oversight of the transaction involving a technology commercialization
company, the transaction should not be approved.
(F) Responsibility for university duties
(1)
Faculty are encouraged to develop discoveries and
inventions with commercial potential; however, they should do so with due
regard to the broader teaching and research mission of the university. Faculty
should not allow their interest in a financial opportunity arising out of their
research efforts to influence their teaching or advising of students, or to
interfere with their relationships with other faculty. In particular, research
assignments for students should be based on the students' interests and
academic development. Faculty should respect and promote the cooperative nature
of the academic environment by sharing information and participating in joint
research efforts with their colleagues.
(2)
While faculty are
permitted by the university policy on outside employment and this policy to
engage in specified private business activities relating to their university
position, they continue to be responsible for the performance of all of their
university teaching, research, and service obligations. Authorized private
business activities must be undertaken in accordance with the university policy
on outside employment and pursuant to formal consulting and
conflict-of-interest management agreements between the faculty, the technology
commercialization company, and the university and approved by the department
chair, the office of the general counsel, and the technology transfer
technology oversight committee.
(3)
Staff members may
engage in activities relating to a technology commercialization company during
regularly assigned working hours only if they take approved leave. When
performed outside regularly assigned working hours, these activities must be
undertaken in accordance with the university policies on conflicts of interest
and outside employment and pursuant to a formal conflict-of-interest management
agreement between the staff member, technology commercialization company and
the university and approved by the department chair and/or supervisor, the
office of the general counsel, and the technology transfer technology oversight
committee.
(4)
Staff members may pursue research project as authorized
by their supervisors. Supervisors should authorize only those staff research
projects that will advance the missions of the university and the employing
unit, without regard to the financial interests of the individual
employees.
(G) Conflict-of-interest management standards
(1)
University
facilities, equipment and other resources may be used for research benefiting a
technology commercialization company only pursuant to a sponsored-research
agreement, facilities-use agreement, or other appropriate contractual
arrangement.
(2)
As a general rule, faculty or staff should not hold
management positions in technology commercialization companies. While they may
initially find it necessary to play a management role in a newly formed
company, it is expected that their management responsibilities will decrease as
the company develops. Professional management should be brought in at the
earliest opportunity. In order to ensure the application of this principle,
agreements between the university and the technology commercialization company
should contain enforceable milestones for the reduction of these management
responsibilities. Failure to comply with these agreed-upon milestones will
result in the company's inability to engage in sponsored research and to
utilize student employees and the other commercialization agreements and/or
activities permitted under this policy.
(3)
Faculty should
not allow their management activities with technology commercialization
companies to consume a disproportionate amount of their professional attention.
Faculty engaged in approved private business activities who are unable to
perform all of their university responsibilities must reduce those activities
or request a reduction of appointment or other approved leave-Professional
improvement leave authorized under
section
3345.28 of the Revised Code may
not be used for private business purposes.
(4)
Staff members who
are unable to perform all of their university duties because of activities in
connection with technology commercialization companies must reduce those
activities or request a reduction of appointment or other approved
leave.
(5)
Graduate and undergraduate students may use university
facilities, equipment. and other resources to perform research benefiting a
technology commercialization company only pursuant to a sponsored-research
agreement. Such research may not be used to satisfy the criteria for a thesis
or dissertation if the research material is restricted from publication.
Students should be informed, in writing, of this restriction prior to the start
of their research.
(6)
Students may be employed by a technology
commercialization company. subject to the limitations set for the in
paragraph (G)(7) of this rule. Prior to such employment, the
student, the faculty or staff member, the chair of the student's department,
and a company representative must sign an agreement disclosing the student's
rights and obligations. If the student is a graduate student, the agreement
must also be signed by the director of graduate studies in the student's
department.
(7)
A student may not be employed by a technology
commercialization company in which a faculty member has an ownership interest
if
(a)
The
student is enrolled in a course taught by the faculty member.
(b)
The faculty
member is a member of the student's thesis or dissertation committee,
or
(c)
The faculty member is the student's adviser or the
director of his or her thesis or dissertation research.
Such students may perform research benefiting a technology commercialization company only pursuant to a sponsored-research agreement or other formal internship agreement through the university.
(8)
Technology
commercialization companies may not enter into any agreements with the
university for the purchase, sale, or rental of equipment, supplies, or
services other than those explicitly authorized by the technology transfer
oversight committee.
(9)
As a general rule, faculty and staff members who are
not directly involved with research and development of technology licensed to a
technology commercialization company may not hold equity interests in that
company. Equity ownership in these situations is permissible only to the extent
allowed by section 2921.42 of the
Revised
Code.
(10)
University regulatory review boards including, for
example, the institutional review board for human subjects research and the
institutional laboratory animal care and use committee, may be utilized for
research benefiting a technology commercialization company only pursuant to a
sponsored-research agreement.
(11)
As a general
rule, an individual faculty or staff member should not hold more that
twenty-five percent of the outstanding equity in a technology commercialization
company. While significant faculty or staff equity ownership may be inherent in
a newly formed company, it is expected that their ownership interests, as a
percentage of the total outstanding shares or membership interests of the
company, will decrease as the company develops and attracts additional equity.
In order to ensure the observance of this principle, agreements between the
university and the technology commercialization companies should contain
enforceable milestones for the dilution of these equity interests. Failure to
comply with these agreed-upon milestones will result in the company's inability
to engage in sponsored research and to utilize student employees and the other
commercialization agreements and/or activities allowed for under this
policy.
(12)
Faculty or staff members may not assume the role of
principal investigator in sponsored-research projects funded by technology
commercialization companies in which they have an interest if the projects
involve the use of human subjects. In other cases, faculty or staff may assume
the role of principal investigator if a formal research-integrity plan has been
approved by the office of the general counsel and the associate provost for
research.
(13)
Agreements for sponsored-research projects funded by
technology commercialization companies must include, at a minimum, a
requirement for full university publication rights and fully negotiated cost
recoveries. The associate provost for research must approve exceptions to these
conditions.
(14)
Faculty and staff participating in technology
commercialization companies approved pursuant to this policy continue to be
bound by the university policy on intellectual property. New inventions and/or
discoveries made as a result of a faculty or staff member's research efforts
for the company, including those made under formal consulting agreements, will
be owned by the university and the company will be offered an exclusive option
to the technology. New inventions and/or discoveries developed by the faculty
or staff member for the company must be disclosed to the office for the
advancement of research and scholarship.
Replaces: 3339-3-10
Disclaimer: These regulations may not be the most recent version. Ohio may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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