1. Will the University license my technology to a faculty start-up company? 2. Who should represent the start-up company in license negotiations? 3. What licensing terms should I expect when my technology is licensed to a start-up?
4. What is the University policy regarding the marketing of my disclosed invention if I wish to develop it further myself and possibly start a company based on the technology?
5. Are there additional approvals that I need to obtain once I have met the obligations of the Standstill Agreement?
6. Is there anyone at JHU to help inventors with the formation of new start-up companies based of JHU platform technologies?
7. Are there any resources that provide advice and guidance regarding the preparation of a business plan?
8. What are some of the organizations that I need to be familiar with that may serve to help me in my journey to establish a company with JHU platform technology?
9. If I start a company, what conflict of interest review is required? 10. I have received initial clearance from my School's Committee on Conflict of Interest - what is the next step?
11. Will my ability to conduct research be limited if I start a company? 12. Are there any institutional restrictions I should be aware of when deciding my role within the company? 1. Will the University license my technology to a faculty start-up company?
JHTT will consider licensing requests from faculty inventors wanting to start new companies with the technologies they have created. Like other licensees, the faculty companies need to demonstrate a clear commitment and ability to develop and commercialize the technology. In addition, a faculty inventor's involvement in such a start-up company must have the prior approval of their School's Committee on Conflict of Interest. 2. Who should represent the start-up company in license negotiations?
All license negotiations with JHTT should take place with the company's lawyers. 3. What licensing terms should I expect when my technology is licensed to a start-up?
JHTT recognizes the challenges that nascent companies face and is willing to work with prospective licensees on financial terms that are fair and equitable. Other terms of the agreement such as warranty, indemnification, product liability, use of JHU name, and right to publish mitigates Institutional liability and are non-negotiable.
4. What is the University policy regarding the marketing of my disclosed invention if I wish to develop it further myself and possibly start a company based on the technology? The JHTT will agree to delay marketing of an invention for no longer than three months pursuant to a fully executed Standstill Agreement between JHU and the inventors. Below find some of the salient provisions. The inventors will have to agree to: a. Evaluate the invention(s) of the Patent as a platform for commercialization of products in the Field. b. Begin to develop your business model, structure and plan for establishing a start-up company to bring products covered by the Patent to market. c. Disclose, in writing, your intentions to form a company to the Office of Policy Coordination, and receive approval therefrom. d. Provide JHU on or before the termination of the Standstill Period (hereinafter defined) with a completed business plan containing the particulars of the business model you propose and in a form appropriate for raising the initial financing for the company. e. Incorporate your start-up company. f. Provide JHU with technology marketing summaries as requested. The inventor(s) agree that all activities and strategies relating to the technology evaluation and company formation are entirely at their own discretion and that they will rely solely upon their own expertise or the expertise of others hired by them. 5. Are there additional approvals that I need to obtain once I have met the obligations of the Standstill Agreement?
Once your business plan is complete, the inventor must submit the proposed relationship and business plan to their School's CCOI for review and comment. Once approval is granted, JHTT can commence with the development of a Term Sheet.
6. Is there anyone at JHU to help inventors with the formation of new start-up companies based of JHU platform technologies? JHTT would be delighted to discuss plans and/or intentions Faculty may have or wish to develop. We are in a great position to link entrepreneurial Faculty with others that may provide additional insight. Faculty is also encouraged to contact the Economic Development Office (EDO) at Hopkins, formed in 2003 and staffed with former venture capitalists. The mission of the EDO is to support Faculty on all Hopkins campuses as they think about, prepare, and prosecute commercialization of Hopkins services or assets. The EDO is a resource offered free of charge. Contact either Nora Zietz or Blanche Johnson:
Nora Zietz
Assistant Provost, Development
(410) 516-7874
noraz@jhu.edu Blanche Johnson
Director of Biomedical Initiatives (Consultant)
(410) 516-8509
bjohnson@jhu.edu 7. Are there any resources that provide advice and guidance regarding the preparation of a business plan? Please visit the links below to review information content and format of some business plans. Bplans.com – Business planning made easy Microsoft bCentral – My Business MyBusinessAnalyst.com – Services and Useful Links
United States Small Business Administration – Business Plan Basics
Windhaus Associates – Business Plan Services
8. What are some of the organizations that I need to be familiar with that may serve to help me in my journey to establish a company with JHU platform technology? Maryland Technology Development Corporation (TEDCO)
Web site: www.marylandtedco.org The Maryland Technology Development Corporation (TEDCO) was created by the State legislature in 1998. The mission of TEDCO is to foster the development of a technology economy that will create and sustain businesses throughout all regions in the State of Maryland. Goals:
- To serve as the focal point for technology leadership in Maryland.
- To enhance the transfer of technology from universities and federal laboratories to the private sector
- To foster the growth of innovative companies, in critical or high growth sectors
- To extend the benefits of technology to communities, companies, and citizens across all regions of the State
TEDCO invites Faculty and Entrepreneurs to find out about TEDCO funding programs for technology commercialization at:
http://www.marylandtedco.org/programs/index.html Technology Council of Maryland
Web site: www.mdhitech.org
The Technology Council of Maryland, founded in 1986, is a non-profit consortium of technology firms, federal labs, education institutions and business support firms, collectively forming the Maryland tech community. Members represent thousands of knowledge-based employees in the state and surrounding National Capital region. Ranging from large corporations, such as Lockheed Martin, to small companies with two to three employees, TCM members represent diverse industry sectors, including IT, bioscience, telecom, aerospace, electronics, and engineering. The Council’s primary objectives include unparalleled business development tools, advocacy initiatives, and entrepreneurial and networking opportunities. Greater Baltimore Technology Council Web site: www.gbtechcouncil.org
The Greater Baltimore Technology Council is devoted to one goal: growing the region's tech community. We ask tech companies what they need to grow and provide it through innovative programs. We create forums where organizations can meet, learn and do business. And we celebrate the community's successes, spreading the word that technology businesses thrive here. Baltimore County Tech Council
Web site: www.bctechcouncil.com
The Baltimore County Tech Council is an independent affiliate of the Baltimore County Chamber of Commerce. The mission of the Baltimore County Tech Council is to promote the development, growth and profitability of Baltimore County businesses by supporting efforts to develop and commercialize technology-based products and services. Home to such large, tech-focused institutions as UMBC, Baltimore County’s Tech Council has placed considerable emphasis on encouraging and supporting technology commercialization within the county and surrounding region. The Greater Baltimore Alliance
Web site: www.greaterbaltimore.org The Greater Baltimore Alliance (GBA) is the sole private/public partnership that brings together the business, governmental, educational and non-profit sectors to promote economic growth for Greater Baltimore by assisting new and existing employers to grow and succeed. To this end, we help companies - from major employers to start-up companies - take advantage of our existing network and partner them with the people and resources they need to grow and succeed - from government incentives to potential business partners and even start-up capital. Greater Baltimore Committee
Web site: www.gbc.org An organization of the region's corporate and civic leaders, the GBC works
to strengthen the business climate in Greater Baltimore and to serve as an
advocate for business in Annapolis, City Hall and in the region's county
seats. Montgomery County Department of Economic Development
Web site: www.montgomerycountymd.gov Montgomery County is a world-renowned center for bioscience companies and resources. Home to over 200 biotech companies - from innovation start-ups to industry leaders such as Gene Logic and Human Genome Sciences, our commitment to foster and support the biosciences is second to none. Please contact us to explore what Montgomery County can do for you and your company. Maryland Business Roundtable for Education
Web site: www.mbrt.org A coalition of more than 100 leading employers that have made a long-term commitment to support education reform and improve student achievement in Maryland. 9. If I start a company, what conflict of interest review is required? Review by the Conflict of Interest committee in your respective school is required when you assume a fiduciary responsibility in a company. Therefore, if you are a member of the company's board of directors or an officer of the company, the proposed relationship requires a conflict of interest review. In addition, as the company develops, conflict of interest review is required when:
a) you proposed to participate in research sponsored by the company or which relates to the company's technology (regardless of sponsor);
b) the University licenses technology to the company; or
c) your financial relationship with the company changes (i.e., you become a consultant to the company). Conflict of Interest Policies:
University:
http://www.hopkinsmedicine.org/faculty_staff/policies/facultypolicies/conflict_commitment
School of Medicine:
http://www.hopkinsmedicine.org/faculty_staff/policies/facultypolicies/conflict_commitment
Bloomberg School of Public Health:
http://intra1.jhsph.edu/Administration/Documents/facHandbook.pdf (Section 13f)
Whiting School of Engineering:
http://www.wse.jhu.edu/adr/coi/
School of Nursing:
http://www.son.jhmi.edu/research/CNR/coi.asp
Krieger School of Arts and Sciences:
http://www.jhu.edu/ksas/website/aboutksas/policies/ 10. I have received initial clearance from my School's Committee on Conflict of Interest - what is the next step?
It is recommended that the faculty start-up enter into a Standstill Agreement with the University. This agreement assures that JHTT will refrain from licensing technology to others for a defined period of time and provides guidance to the faculty member as to what activities should be happening following corporate formation.
11. Will my ability to conduct research be limited if I start a company?
It may be. Hopkins reviews each case and arrangement at the proposal stage to review the relevant conflicts of interest. In some cases, certain management procedures may be put in place to allow you to participate in research and maintain related financial interests. You may have to choose between participating in related research and maintaining your financial interests. The best course of action is to contact your conflict of interest office at the proposal stage to review the arrangements and how they may influence your ability to participate in research. This is particularly important if your research involves human subjects. Contact your School’s Conflict of Interest Office at:
School of Medicine
Office of Policy Coordination - 410-516-5560
policy@jhmi.edu
JHTT will require that faculty members who have a fiduciary responsibility and/or will be beneficial owners of greater than 10% of outstanding shares of a company or equivalent options, waive their rights to distribution of any personal shares of net licensing or royalty income pursuant to the University's sharing formula.
Bloomberg School of Public Health
Office of Research Administration
Whiting School of Engineering
Office of Research
School of Nursing
Center for Nursing Research
Krieger School of Arts and Sciences
Associate Dean for Research 12. Are there any institutional restrictions I should be aware of when deciding my role within the company?
JHTT will require that faculty members who have a fiduciary responsibility and/or will be beneficial owners of greater than 10% of outstanding shares of a company or equivalent options, waive their rights to distribution of any personal shares of net licensing or royalty income pursuant to the University's sharing formula.
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