Current through all regulations passed and filed through December 16, 2024
(A)
Purpose. Staff
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. Staff 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 the relationships with others in their
department.
(B)
Eligibility. University rules apply only to staff
members and/or student employees who:
(1)
Are specifically
assigned to engage in research and development activities;
(2)
Create
intellectual property owned by the university; and
(3)
Desire to hold an
ownership interest in any firm, corporation, or other association to which the
board of trustees has assigned, licensed, transferred, or sold the college or
university's interests in discoveries or inventions made or created by that
employee or in patents issued to that employee (hereinafter "company")
commercializing their research.
(4)
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 Code),
which might otherwise apply. Matters outside the scope of this chapter will be
subject to such laws to the extent applicable.
(C)
Responsibilities.
(1)
Institutional responsibilities and personal financial
interests. Staff members may pursue research projects as authorized by their
supervisors. Supervisors must take extra care to monitor the entrepreneurial
activities of their staff employees. They 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 individual
employees.
(2)
Staff responsibilities. Staff members may not perform
private business activities of any kind during institutional working hours.
Staff who wish to perform activities for companies commercializing their
institutional research shall do so on their own time. These activities must not
interfere with the performance of any of the employee's institutional
responsibilities and must be undertaken in accordance with university rule
3342-6-23 of the Administrative
Code and pursuant to a conflict of interest management plan between the staff
member, company and university and approved by the vice provost and dean of
research and graduate studies.
(3)
Staff
supervisors. Staff supervisors are responsible for ensuring that their
employees participating in approved entrepreneurial activities continue to
perform all of their institutional responsibilities. They are also responsible
for enforcing university rules 3342-03-07.1 and 3342-6-23 of the Administrative
Code and for reviewing and making a recommendation as to the propriety of
private business activities reported by staff in written disclosures required
by that rule.
(D)
Procedures and guidelines.
(1)
Reporting
business activities. Private business activities that may relate to a staff
member's scope of employment shall be reported in writing to the vice provost
and dean of research and graduate studies.
(2)
Determining
applicability of guidelines. Decisions concerning the relationship between a
staff member's private business activities and his or her scope of employment
shall be made by the vice provost and dean of research and graduate
studies.
(3)
Activities not related to research. Private business
activities that are not subject to these rules because they are unrelated to a
staff member's scope of employment are nevertheless subject to the policy on
conflicts of interest and commitment, the policy on patents and copyrights and
the rules of the employing unit.
(4)
Approval process.
Staff must obtain approval from the vice president for research and dean of
graduate studies and a conflict of interest management plan must be in place
before any business agreements related to their university research are
finalized. Staff may not enter into any agreements relating to
commercialization of their research until final written approval from the vice
president for research and dean of graduate studies is
obtained.
(5)
Annual review. Each year on the anniversary of the
agreement, the vice president for research and dean of graduate studies in
consultation with the staff supervisor will conduct an assessment of the
employee performance under conflict of interest management plan.
(a)
The staff
supervisor will provide a written assessment of the employee's performance as
outlined in the conflict of interest management plan.
(b)
A review of the
company's performance focused on the achievement of milestones 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)
At the discretion of the vice president for research
and dean of graduate studies, a staff advisory committee may be convened to
provide advice and counsel to the vice provost to assist in the assessment of
the performance of the staff member to meet his/her obligations under the
conflict of 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 staff supervisor that may include but
are not limited to revisions in the management plan, changes in the sponsored
research or licensing agreements, or other remedies that ensure the staff meets
their commitments to Kent state university.
(6)
Agreements with
start-up companies. Companies may not execute any agreements relating to the
commercialization of a staff member's research until final written approval
from the vice provost and dean of research and graduate studies is obtained.
While they may find it necessary to do so initially, staff members should not
participate in the ongoing negotiation of option and licensing terms between
the company and the vice president for research and dean of graduate studies.
When available, third parties, such as company management and/or legal counsel
shall 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:
(a)
A capitalization plan addressing the acquisition of
additional capital and the equity dilution of the staff member's ownership
interest;
(b)
A proposed management
team: and
(c)
Milestones for
capitalization, product development, and commercial sale.
(7)
Use of
university facilities. University facilities, equipment and other resources may
be used to conduct research benefiting a company in which a staff member has an
interest only pursuant to a sponsored research agreement, facilities use
agreement or other appropriate contractual arrangement in accordance with
university rule 3342-3-08 of the Administrative code and this
rule.
(8)
Management of start-up companies. Staff 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 staff owned start-up companies should contain enforceable
milestones for the reduction of these management responsibilities. Failure to
comply with these agreed-upon milestones may result in the company's inability
to engage in sponsored research, utilize student employees and the other
commercialization agreements and/or activities allowed for under these
guidelines.
(9)
Management positions in existing companies. A staff
member who acquires an 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.
(10)
Leave to pursue
private business activities. Staff who wish to perform management activities
for newly formed companies commercializing their university research during
university working hours may do so only if they take approved leave. Staff who
are unable to perform all their institutional duties because of management
responsibilities in their private companies are encouraged to consider a
reduction of appointment or other approved leave mechanism.
(11)
Student research
within the university. Graduate and undergraduate students may use university
facilities, equipment and other resources to perform research benefiting a
company in which a staff member has an interest only pursuant to a sponsored
research agreement.
(12)
Student employment with the company. Companies in which
staff members hold an interest may employ students. Prior to such employment,
the student, the staff member, the chair of the student's department, the chair
of the graduate studies committee and the company must sign an agreement that
clearly sets forth the roles, rights and responsibilities of the respective
relationships.
(13)
Contracts unrelated to technology development.
Companies in which staff 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.
(14)
Investments by staff not involved with development of
the technology. Staff who are not directly involved with research and
development of technology licensed to a faculty or staff owned start-up company
may hold equity interests in that company only to the extent not prohibited by
Chapter 102 and sections 2321.32 and
2921.43 of the Revised
Code.
(15)
Regulatory review boards. University regulatory review
boards including, for example, IRBs and animal care and use committees, may be
utilized for research benefiting a company in which a staff member has an
interest only pursuant to university policies.
(16)
Limitation of
equity ownership. While significant staff equity ownership may be inherent in a
newly formed company, it is expected that their ownership interest, 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 staff owned start-up
companies should contain enforceable milestones for the dilution of these
equity interests.
(b)
In most cases, the staff's ownership interest should
decrease to no more than twenty-five per cent of the total equity of the
company.
(c)
Failure to comply with these agreed upon milestones may
result in the company's inability to engage in sponsored research, employ
students and the other commercialization agreements and/or activities allowed
for under this chapter.
(17)
Principal
investigators. Staff may assume the role of principal investigator in sponsored
research projects funded by companies in which they have an interest only
pursuant to university policies.
(18)
Intellectual
property. Staff participating in start up companies approved pursuant to these
guidelines continue to be bound by the university policy on patents and
copyrights. New inventions and/or discoveries made as a result of a staff
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 staff member for the company will be owned by the
university, unless the invention or discovery is wholly unrelated to the
research responsibilities of the staff member.
Replaces: 3342-3- 08.1