(A) General information.
(1) In order to translate
innovations into useful products and services, universities must engage with
various outside entities in the commercialization process. Pursuant to section
3345.14 of the Revised Code, the university board of trustees has determined
that the interests of the university will be served if employees, including
faculty and staff, and students are afforded the opportunity to hold personal
financial interests in university technology commercialization
companies.
(2) This rule enables
employees and students to realize the benefits of commercialization activities
while protecting the integrity of the university's teaching, research,
and creative expression.
(3) Employees and
students are encouraged to make or create intellectual property with commercial
potential; however, they shall do so with due regard to the broader teaching,
research, and creative expression of the university and in compliance with
applicable university policies and state and federal laws.
(B) Applicability and
definitions.
(1) The university's
interest in intellectual property made or created by its employees and students
is determined in accordance with section 3345.14 of the Revised Code, federal
law, and the university policy on intellectual property.
(2) This rule shall apply
to all employees and students who have a financial or fiduciary interest in or
with an entity to which the university or a university affiliate has or intends
to assignee, license, transfer, or sell its interest in intellectual
property.
(3) A university
technology commercialization company (UTCC) is an entity: (a) in which a
university employee or student has a financial interest or a fiduciary role,
and (b) that has received or is expected to receive an assignment, license, or
transfer of an interest in intellectual property of the university or a
university affiliate.
(4) Financial interest
includes any stock, bond, warrant, option, loan, or any other equity or debt
interest in a UTCC, or promise of the same, as well as any paid consulting or
employment with a UTCC. Amounts due to employees or students as proceeds
distributable to creators pursuant to the university's intellectual
property policy are excluded from the definition of financial interest for the
purposes of this rule.
(5) Fiduciary role
includes serving as an officer or board member of the entity or in any other
decision-making role or other position of trust or authority with the
entity.
(6) Participate
in/participating in/participation in means having a financial interest in or
fiduciary role with a UTCC.
(7) Employee refers to
all faculty, staff, student employees, graduate associates, and post-doctoral
researchers.
(C) Scope and relation to the Ohio ethics
law.
(1) This rule creates an
exception to sections 102.03 and 102.04 and sections 2921.42 and 2921.43 of the
Revised Code (collectively, the "Ohio ethics laws"). Among other
things, these laws prohibit public officials from having an interest in the
profits or benefits of a public contract entered into by or for the use of the
governmental unit with which the employee is connected, or from soliciting or
accepting anything of value that is of such character as to manifest a
substantial and improper influence upon the employee with respect to the
performance of the employee's duties.
(2) Compliance with this
rule will provide an employee or student who acquires a financial interest in
or a fiduciary role with a UTCC with an exemption from these and other
potentially applicable provisions of the Ohio ethics laws.
(3) A failure to comply
with this rule could result in a violation of the Ohio ethics laws, which may
involve criminal penalties.
(4) Employees and
students whose financial and fiduciary interest in an organization is limited
to owning less than five per cent equity in the company, may, but are not
required to seek technology transfer oversight committee (TTOC)
approval.
(D) Administration.
(1) Employees and
students participating in UTCCs shall follow all applicable university
policies.
(2) Employee and student
participation in UTCCs must be approved by TTOC in order for this rule to
apply.
(a) Approval of participation in a UTCC will require, at
minimum:
(i) Documented
pre-approval and disclosure of the employee's or student's outside
work or relationship with the UTCC;
(ii) A conflict
management plan addressing the employee's or student's proposed
participation in the UTCC.
(b) Each agreement between the university and the UTCC,
excluding any agreement between a university affiliate and the UTCC whereby its
interest in intellectual property is assigned, licensed, transferred, or sold,
requires written TTOC approval. At the discretion of the TTOC, institutional
agreements that contemplate numerous university purchases may not require
approval for each purchase under the agreement.
(3) Supervisors, tenure
initiating unit heads, and unit leaders are responsible for monitoring
employees' and students' compliance with all applicable university
policies and conflict management plans.
(4) Employees and
students who wish to participate in a UTCC shall not be involved with any
negotiations between the company and the university or a university
affiliate.
(5) Supervisors, tenure
initiating unit heads, or unit leaders must be actively involved in the
development of the conflict management plan(s) relating to a UTCC.
(6) If a supervisor,
tenure initiating unit head, or unit leader has a financial interest or is
otherwise participating in the UTCC, another administrator more senior to the
conflicted individual must be appointed to perform the responsibilities of the
supervisor, tenure initiating unit head, or unit leader.
(7) If the TTOC
determines that a transaction involving a UTCC is not in the best interest of
the university, the transaction shall not be approved.
(8) Employees and
students may choose to not seek TTOC approval for their participation in a
UTCC; however, the exception provided in paragraphs (C)(1) and (C)(2) of this
rule will not apply without TTOC approval and their participation will be
subject to applicable laws and university policies.
(E) Responsibilities to the
university.
(1) Faculty should not
allow their financial interests in a UTCC to adversely influence their
teaching, 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. While faculty are permitted
by university policy and this rule to engage in authorized private business
activities relating to their university positions, they continue to be
responsible for the performance of all of their university teaching, research,
and service obligations.
(2) Staff may engage in
activities relating to a UTCC during regularly assigned working hours only if
they take approved leave or document flexible schedule arrangements with their
supervisor. Staff may pursue only those research projects that will advance the
missions of the university and the employing unit, without regard to the
financial interests of individual employees, and that are authorized by their
supervisor, tenure initiating unit head, or unit leader.
(3) Student employees may
not engage in activities relating to a UTCC during regularly assigned working
hours.
(4) Faculty, staff, and
students participating in a UTCC are to at all times clearly represent whether
they are acting in their university or UTCC role when conducting professional
activities.
(F) Conflict of interest management
standards.
(1) University
facilities, equipment and other resources may be used for the benefit of a UTCC
pursuant only to a sponsored research agreement, facilities use agreement, or
other appropriate contractual arrangement.
(2) The conflict
management plan may describe the employee's contemplated initial equity
interest, debt participation, and/or fiduciary role in the UTCC and provide
enforceable milestones for reduction of that interest, participation, and/or
role.
(3) Faculty shall not
allow their activities with UTCCs to consume a disproportionate amount of their
professional attention. Faculty engaged in approved outside activities who are
unable to perform all of their university responsibilities must reduce those
outside activities or request a reduction of appointment or other approved
leave in accordance with university policies. Faculty professional leave should
be authorized in accordance with other university policies (e.g. faculty
professional leave).
(4) Staff who are unable
to perform all of their university duties because of activities in connection
with UTCCs must reduce those outside activities or request a reduction of
appointment or other approved leave in accordance with university
policies.
(5) Research benefiting a
UTCC may not be used to satisfy the criteria for a thesis or dissertation if
the material is restricted from publication. Faculty must inform the student in
writing of any such publication restriction prior to the start of the
student's research.
(6) A student may not be
employed by or participate in a UTCC in which a faculty member participates if
the faculty member has a university supervisory, teaching, evaluation,
advising, coaching, or counseling relationship with the student.
(7) Students may be
employed by a UTCC, subject to the limitation set forth in paragraph (F)(5) of
this rule.
(8) University regulatory
review boards including, for example, the institutional review board and the
institutional animal care and use committee, may be used for research
benefiting a UTCC pursuant to a sponsored research agreement or another
arrangement approved by the TTOC, and any other university
policies.
(9) Employees may not be
the principal investigator in sponsored research projects funded by UTCCs in
which they participate if the projects involve approval by the institutional
review board or if the projects include veterinary clinical trials involving
the use of animals unless provided for by other university policies. For
sponsored research not requiring institutional review board or institutional
animal care and use committee oversight, faculty or staff may assume the role
of principal investigator if a formal conflict management plan approved by the
TTOC and the conflicts approval committee is in place.
(10) Agreements for
sponsored research projects funded by UTCCs must include, at a minimum, a
requirement for full university publication rights and full cost recovery,
unless otherwise approved in writing by the vice president for
research.
(11) Employees
participating in UTCCs approved pursuant to this rule continue to be bound by
the university's intellectual property policy and all other applicable
university policies.
(12) New intellectual
property made or created by faculty or staff who have received TTOC approval
for their participation in a UTCC will be owned by the university or university
affiliate, unless the TTOC determines otherwise in view of section 3345.14 of
the Revised Code, federal law, and the university's intellectual property
policy. New intellectual property made or created by faculty or staff who
choose to not seek TTOC approval for their participation in a UTCC will be
governed by state and federal law and the university's intellectual
property policy and not this rule. New inventions and/or discoveries developed
by the faculty, staff member or student for the company must be disclosed to
the technology commercialization office as required by the university's
intellectual property policy.
