Current through all regulations passed and filed through December 16, 2024
(A)
Purpose. 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 research, or to interfere with their relationships with other
faculty. Specifically, research assignments for students must be selected
solely on the basis of 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.
(B)
Eligibility. university rules
apply only to faculty who:
(1)
create intellectual property owned by the university:
and
(2)
desire to hold an interest, whether vested or not, in a
firm, corporation, or other association (hereinafter "company") 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 faculty or in
patents issued to that faculty commercializing their research.
University rules serve as exceptions to the Ohio ethics law
and related statutes (Chapter 102., and sections
2921.42 and
2921.43 of the Revised Codel
which might otherwise apply. Matters outside the scope of these rules will be
subject to such laws to the extent applicable.
(C)
Procedures and
guidelines.
(1)
Faculty responsibilities. While faculty are permitted by
these rules to engage in specified private business activities relating to
their institutional positions, they continue to be responsible for the
performance of all their teaching, research and service obligations. Authorized
private business activities must not be allowed to interfere with the
performance of any of their institutional responsibilities and must be
undertaken in accordance with university rule
3342-6-23 of the Administrative
Code and pursuant to formal consulting and confiict of interest management
plans between the faculty. Company and Kent state university, which plan must
be approved by the vice president for research and dean of graduate
studies.
(2)
Reporting business activities. Private business
activities that may relate to a faculty member's scope of employment throughout
shall be reported in writing to the vice president for research and dean of
graduate studies.
(3)
Determining applicability of guidelines. Decisions
concerning the relationship between a faculty member's private business
activities and his or her scope of employment shall be made by the vice
president for research and dean of graduate studies. The faculty member may
appeal the decision of the vice president for research and dean of graduate
studies to the provost. The decision of the provost will be
final.
(4)
Activities not related to research. Private business
activities that are not subject to these rules because they are unrelated to
the faculty member's scope of employment may be subject to other institutional
policies on outside enterprises (rule
3342-6-24 of the Administrative
Code), conflicts of interest and commitment (rules 3342-3-01.6 and
3342-6-23 of the Administrative
Code), and patents and copyrights (rule
3342-5-09.1 of the
Administrative Code).
(5)
Approval process. A faculty member who wishes to
participate in the commercialization of technology must first obtain approval
from his or her department chair or school director and academic dean as
appropriate. The faculty member, in consultation with his/her academic dean,
chair or director, shall develop and present to the vice president for research
and dean of graduate studies, a plan to manage, reduce or eliminate conflict of
interest or commitment arising out of the faculty member's business activity.
The vice president and dean shall refer the proposed plan to the university
patent and copyright board, which will advise the vice president and dean as to
the acceptability of the plan. Faculty may not enter into any agreements
relating to their proposed business activities until the plan has received
final written approval from the vice president and dean.
(6)
Responsibilities
of academic deans, chairs and/or directors. Academic deans, department chairs
and directors have the responsibility of ensuring that faculty participating in
approved business activities continue to perform all of their teaching,
research and service obligations. Academic deans, department chairs and
directors are also responsible for enforcing the university rules
3342-3-07.1 and
3342-6-23 of the Administrative
Code and for reviewing and making a recommendation as to the propriety of
business activities reported by their faculty in written disclosures required
by those policies.
(7)
Annual review. Prior to the start of each academic
year, the vice president for research and dean of graduate studies, in
consultation with the academic dean, department chair or director will conduct
an assessment of the employee performance under conflict of interest management
plan.
(a)
The
academic dean, department chair or director will provide a written assessment
of the employee's performance of their teaching, research and service
obligations as outlined in the conflict of interest management
plan.
(b)
A review of the company's performance focused on the
achievement of milestones set forth in the plan including but not limited to
the reduction of management responsibilities for the employee, the dilution of
employee equity interests, patents filed, etc.. will be a part of the annual
assessment.
(c)
The vice president for research and dean of graduate
studies shall consult with the patent and copyright board at its next regularly
scheduled meeting for advice and counsel in the assessment of the performance
of the faculty member to meet his/her obligations under the conflict of
interest management plan.
(d)
Failure to meet the goals outlined in the conflict of
interest management plan will result in defined actions prescribed by the vice
president for research and dean of graduate studies in consultation with the
academic dean, department chair or director that may include but are not
limited to revisions in the management plan, changes in the sponsored research
or licensing agreements, or other remedies to ensure that faculty meet
commitments to Kent state university.
(8)
Agreements with
start-up companies. A "start up" company is defined as a legal entity in the
early stages of commercializing intellectual property or technology licensed by
the university.
(a)
Companies may not enter into any agreements with the
university relating to the commercialization of a faculty member's research
until final written approval from the vice president for research and dean of
graduate studies is obtained.
(b)
Faculty who wish
to participate in a start-up company may discuss initial company formation
matters with the vice president for research and dean of graduate studies;
however, they should not participate in the ongoing negotiation of option and
licensing terms between the company and vice president for research and dean of
graduate studies.
(c)
As soon as possible, third parties, such as company
management and/or legal counsel should perform this function. A company wishing
to obtain an exclusive license to the university technology may be required to
provide the vice president for research and dean of graduate studies with a
viable business plan including, at a minimum, the following:
(i)
A capitalization
plan addressing the acquisition of additional capital and the equity dilution
of the faculty member's ownership interests;
(ii)
A proposed
management team; and
(iii)
Milestones for capitalization, product development, and
commercial sale.
(9)
Use of university
facilities. Institutional facilities, equipment and other resources may be used
for research benefiting a company in which a faculty member has an interest
only pursuant to a sponsored research agreement, facilities use agreement or
other appropriate contractual arrangement in accordance with institutional
policies.
(10)
Management of start-up companies. Faculty for a limited
period of time may hold management positions in start-up companies
commercializing their research. 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. Agreements between
the university and faculty owned start-up companies will specify milestones for
the reduction of these management responsibilities.
(11)
Management
positions in existing companies. A faculty member who acquires interest in a
previously established company that contracts with the university to
commercialize his or her research should not serve as a director, officer or
employee of that company.
(12)
Leave to pursue
private business activities. Faculty should not allow their management
activities with newly formed companies commercializing their research to
consume a disproportionate amount of their professional attention. Faculty
engaged in approved private business activities who are unable to perform all
of their institutional responsibilities are encouraged to consider a full or
partial leave of absence without pay. Professional improvement leave available
under section 3345.28 of the
Revised Code
shall not be used for private business purposes.
(13)
Student research
within the university. Graduate and undergraduate students may use
institutional facilities, equipment and other resources to perform research
benefiting a company in which a faculty member has an interest only pursuant to
a sponsored research agreement.
(14)
Student
employment with the company. Except as provided in paragraph (C)(5) of this
rule, students may be employed by companies in which faculty members hold an
interest. Prior to such employment, the student, the faculty member, the chair
of the student's department, the chair of the graduate studies committee and a
company representative must sign an agreement that clearly sets forth the
roles, rights, and responsibilities of the respective
relationships.
(15)
Employment of students academically involved with
faculty owners of the company. A student may not be employed by a company in
which a faculty member has an 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 advisor or the
director of his or her thesis or dissertation research. Such students may
perform research benefiting a faculty owned company only pursuant to a
sponsored research agreement or formal internship agreement through the
university.
(16)
Contracts unrelated to technology development.
Companies in which faculty hold an interest may enter into agreements with the
university unrelated to research or technology development for the purchase,
sale or rental of equipment, supplies, or services only to the extent not
prohibited by Chapter 102. and sections
2921.42 and
2921.43 of the Revised
Code.
(17)
Investments by faculty not involved with development of
the technology. Faculty who are not directly involved with research and
development of technology licensed to a faculty owned start-up company may hold
equity interests in that company only to the extent not prohibited by Chapter
102. and sections 2921.42 and
2921.43 of the Revised
Code.
(18)
Regulatory review boards. Institutional regulatory
review boards, including for example, institutional review board and animal
care and use committee, may be utilized for research benefiting a company in
which a faculty or staff member has an interest only pursuant to institutional
policies.
(19)
Limitation of equity ownership. While significant
faculty equity ownership may be inherent in a newly formed company, it is
expected that faculty 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.
(a)
Agreements
between the university and faculty owned start-up companies shall specify
milestones for the dilution of these equity interests. In most cases, the
faculty's ownership interest should decrease to no more than twenty-five per
cent of the total equity in the company.
(b)
Failure to comply
with or renegotiate these agreed-upon milestones may result in a renegotiation
or in the company's inability to engage in sponsored research, employ students
and the other commercialization agreements and/or activities allowed for under
university rules.
(20)
Principal
investigators. Faculty may assume the role of principal investigator in
sponsored research projects funded by companies in which they have an interest
only pursuant to university rules
3342-3-07 and
3342-3-07.1 of the
Administrative Code.
(21)
Intellectual property. Faculty participating in
start-up companies approved pursuant to these guidelines continue to be bound
by all institutional policies on patents and copyrights. New inventions and/or
discoveries made as a result of a faculty member's research efforts for the
company must be disclosed in writing to the vice president for research and
dean of graduate studies. New inventions and/or discoveries developed by the
faculty for the company will be owned by the university, unless the patent and
copyright board determines that the invention or discovery is wholly unrelated
to the research and teaching responsibilities of the faculty member.
Replaces: 3342-3-08