Policy for the Exploitation of University Intellectual property - Formation of New Companies

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1 Policy for the Exploitation of University Intellectual property - Formation of New Companies 1. Introduction By law, the University owns the Intellectual property (IP) generated by its employees in the course of their normal duties. Examples of such intellectual property include inventions, research results, know-how, designs and software (including Apps ) and this can be protected by certain legal rights such as patents, copyright, trademarks, and design rights. It is the University policy to actively encourage employees to consider the commercial opportunities that may arise from their research activities. Professional support is available to staff to promote innovation and entrepreneurism. The University has set up a dedicated group, Research & Enterprise Services (RES), to manage its intellectual property portfolio, both in terms of fulfilling its wider charitable obligations to transfer knowledge and research outputs for the benefit of industry and the community, whilst at the same time wishing to generate a financial return through the commercial development of University intellectual property as a valuable asset. One method of achieving these goals is by setting up a new company to implement the commercial development of University intellectual property. The University actively encourages formation of new Smart, Successful, Sustainable Companies where there is real potential for the development of a high growth company, requiring a commitment of investment and time beyond that available within the University. 2. Definitions The following definitions are used in this policy: (a) technology shall include knowledge, methodology, know-how and any other intellectual property rights as defined within the University Intellectual Property Policy. [ link to IP policy on RES intranet ] (b) a spin-out company is a company commercialising university-owned intellectual property, set up by a founding team including university employees or set up by 3rd parties. Example Heriot-Watt spin-out companies include SeeByte Ltd or Hydrafact Ltd. (c) a start-up company is a company associated with the University created by current/former students or current/former members of University staff to apply more general knowledge and expertise that rarely depend on or lead to patenting and licensing. (d) a high growth company is a company that contributes fully to the University mission and has the potential to reach an annual turnover of several million pounds sterling within ~3-5 years from the date of incorporation subject to technology, market conditions, level of investment raised and the quality of the management team. 3. Authorisation 3.1 A member of staff of the University or a wholly owned subsidiary of the University shall require authorisation from the University before a new spinout company is incorporated, or being appointed an officer (Director or Company Secretary), or as an employee of such a company or any to other role within a spin-out (or in certain cases, a non-university company) that could conflict with the University mission. To obtain such authorisation, the member of staff shall inform RES or its successor organisation which shall be responsible for making such arrangements as are necessary for determining whether authorisation may be granted, all as specified in Appendix In determining whether authorisation should be granted the University shall consider the following: (a) the interests of the University (b) the opportunity that exploitation of the technology presents (c) the interests of the member(s) of staff seeking authorisation (d) the prospects of the proposed spin-out company becoming a high growth company

2 4. General Provisions (e) the impact on existing and future duties of members of staff (f) the use of technology owned by the University or any subsidiary company (g) the use of University resources, such as space and equipment (h) any relevant legal or regulatory issues 4.1 The University shall have a 24% dilutable equity stake in each spin-out company. 4.2 In return for this equity stake, the University will grant to the spin-out company certain rights to use the required intellectual property in the form of a license given and received on fair and reasonable commercial terms. The University shall retain the perpetual royalty free right to use any or all technology that may be licensed to a spin-out company for academic research, academic teaching and non-commercial purposes. 4.3 The founder(s) shall decide amongst themselves how the remainder of the equity stake is to be allocated to each founder. It is considered best practice that at least a portion of this equity is kept aside for future employees, share options, investors etc. 4.4 The University shall retain the right to appoint a Director or Observer at Board meetings of a spin-out company. 4.5 A full-time member of staff of the University may not be a full-time employee of a spin-out company. However, the University may permit a full-time member of staff to become part-time or may agree a secondment in order to allow the member of staff to be employed part-time by the spin-out company. The terms and period of any secondment are to be agreed and approved by the Head of School/ institute of the secondee. 4.6 To avoid Intellectual Property crossover, it is important to document future work undertaken by members of staff who will be working both at the University and the company. It is considered best practice to maintain separate records (ideally signed and dated) for work carried out at the University and the company. Unless signed and dated documentation can be produced to show otherwise, it will be assumed that any and all future intellectual property generated by such academic members of staff has been developed while working at the University and is therefore owned by the University and on occasion where it cannot be proven, such intellectual property shall be licensed to the company from the University on fair and reasonable commercial terms. 4.7 The University shall record the cumulative cost of all third party legal and other professional fees incurred in the creation of that spin-out company and be entitled to recoup from the spin-out company, the whole cost of incorporation and intellectual property protection incurred in the development of the relevant technology and those of any subsequent technologies licensed or otherwise transferred to the spin-out company. 4.8 For a start-up company, the University shall consider the following: (a) the interests of the University (b) the association of the start-up company with the University (c) the opportunity that exploitation of the technology presents (d) the interests of the member(s) of staff seeking authorisation (e) the impact on existing and future duties of members of staff (f) the use of any technology owned or developed by the University during any period of employment (or study) at the University (g) the location of the Company and any requirement by the Company to access University resources, such as space/ equipment and (h) any relevant legal or regulatory issues

3 5. Staff 5.1 Subject to University regulations and codes of conduct and with the permission of the University, members of staff may (a) own shares or share options in a spin-out company (b) act as directors of a spin-out company (c) act as paid consultants to a spin-out company (d) be seconded from the University to a spin-out company (e) support non-university companies in a similar manner to (b), (c) or (d) Employees who take up roles as directors of companies should note that directors have legal fiduciary duties to act in the best interests of the company at all times (including duties in relation to managing conflicts of interest). RES can provide general guidance however employees should seek independent advice on their legal responsibilities. Employees who hold shares in a spinout company in their own name will be responsible for their own tax arrangements in relation to their shareholding and are encouraged to seek independent advice in relation to any tax consequences. Conflicts of interest for members of staff of the University, which arise, or may arise, as a result of the creation of a spin-out company shall be declared and addressed through the University s policy on Conflict of Interest [insert hyperlink to Conflict of Interest policy]. 5.2 New spinout companies that exploit university technology shall only be incorporated by RES through the implementation of this policy and the procedure of Appendix 1. No individual member of staff of the University shall have the authority to incorporate or dispose of a spin out company of the University. 5.3 By law, the University owns the Intellectual property generated by its employees - any member of staff of the University who has been refused permission to set up a spin-out company may not set up a company having similar objects outwith the University. Any staff member doing so would be considered in breach of their Contract of Employment and subject to disciplinary proceedings. In such circumstances the University also reserves its rights to protect its Intellectual Property against infringement by such staff member and the company. 6. Procedure for company formation 6.1 The procedure for forming a spin-out company is attached as Appendix 1 to this policy. This policy should be read in conjunction with the procedure. 6.2 The success of a new spinout company requires a firm commitment from both parties and to guarantee the best chance of successfully commercialising the technology it is important that the company is formed expeditiously, ideally within 1-3 months of approval. Failure to adhere to the expected timescale may result in adjustment to the standard terms of incorporation.

4 Appendix 1 Policy for the Exploitation of University Intellectual property - Formation of New Companies Procedure for the incorporation of a University spin-out company This Appendix seeks to set out a clear and unambiguous procedure for the incorporation of a University spin-out company. Aims of Procedure To provide a clear line of authority and communication regarding the formation and dissolution of spinout companies from the University. To provide an unambiguous procedure for members of staff of the University. To provide an appropriate audit trail for Research & Enterprise Services (RES). To provide a standard method of incorporating spin-out companies. Outline of Procedures A member of staff of the University or any wholly-owned subsidiary of the University who has an idea for a company should contact the Technology Transfer Team within Research & Enterprise Services (RES) to arrange an informal discussion with a member of the commercialisation team about the incorporation of a University spin-out company. If incorporation is not the best way to proceed, the idea will be evaluated by RES for other exploitation opportunities such as licensing, or seeking development funding etc. If incorporation is seen as the best way to proceed, the member of staff will be invited to meet with the RES team for an in-depth exploration of the proposed spin-out company with a view to highlighting potential issues and questions so these can be dealt with early on, and a Heads of Terms agreed. The member of staff will then meet with their Head of School/Institute/Section to agree in principle the incorporation of the company and any necessary amendment to employment conditions, and to discuss the use of School/Institute/Section facilities by the spin-out Company and agree, complete, and sign a Consent to use Heriot Watt University Resources Form specifying the people, any secondment/ part time working arrangement, equipment, & space agreed upon (Appendix 3). The member of staff shall provide a written statement to the Head of School/Institute/Section clearly outlining how company research activity & time commitments will not impact upon University related activity of the staff member or their research group. The member of staff will then be asked to propose the division of the balance of shares not held by the University by signing the Equity Allocation Form (Appendix 2). Subject to sections 4.3 and 6.2 of the Policy, the University will not make, or become involved, in the discussions regarding this division. The spinout company cannot be formed until this is agreed. The member of staff will be encouraged to seek advice and assistance from people (especially Heriot Watt University members of staff) involved in previous Spin-out Companies and appropriate external bodies (e.g. Scottish Enterprise, Venture funding groups, Royal Society of Edinburgh and others as advised by RES)

5 The member of staff will then complete an Application to Incorporate Form (Appendix 4) and Business Plan Form (using the supplied template Appendix 5) which may be obtained from RES. The completed application to incorporate form should be returned to RES together with the following: (a) a Business Plan using the supplied template outlining the proposed activities of the company, (b) copy of the heads of terms / agreed license for the technology required, (c) a signed Consent to Use School Resources Form outlining space, equipment and staffing needs of the company if hosted by the University or requiring access to University facilities, (d) Any other information considered relevant in supporting the formation of the spin-out company. This could relate to a position statement regarding conflict of Interest, a formal letter defining the split of a founder time between University and Company business etc., and (e) A formal letter to Head of School/ Institute/ Section clarifying the separation of research activity between University related and Company related activities. RES (& the Finance Office where appropriate) will evaluate the proposal and if supported the convener of the Innovation Advisory Group (IAG) will then submit this to the next IAG meeting. The IAG consists of senior university staff (DP Research & Knowledge Transfer, Director of RES, Enterprise Development Manager & others), entrepreneurs, external legal & lp counsel, investors and experts in research commercialisation/ high growth venture formation. The members of staff wishing to form the company will be required to attend the IAG Meeting and formally present their business case to the IAG member panel (presentation followed by Q&A). IAG will review the information received and make a recommendation on whether or not to proceed towards incorporation based upon the business opportunity. IAG may require additional information prior to making a recommendation. The recommendation of the IAG will be communicated to the member of staff and the appropriate Head of School/Institute within 5 working days of the IAG panel meeting. If the recommendation is negative, the member of staff and the Head of School/ Institute / Section will be informed of the reasons and the member of staff may be given an opportunity to resubmit. If the recommendation from the IAG is positive, the application will be referred to the next meeting of the Research & Knowledge Exchange Board (RKEB), or its successor which will consider any ethical issues, conflicts of interest, and strategic considerations but not the business plan, and may reject or approve the recommendation of the IAG. If RKEB or its successor does not give approval to the idea, the member of staff and the Head of School/ Institute/Section will be informed of the reasons and the member of staff may be given an opportunity to resubmit. Only 1 resubmission shall be allowed in any academic year. If the RKEB or its successor subsequently approves the incorporation of the company, it shall recommend an appropriate University nominated director/ observer and will instruct RES to prepare the incorporation documentation and any ancillary agreements for execution by the appropriate individuals and take such steps as necessary to incorporate the company. RES will provide draft documentation for the incorporation of the company within 1 month of the instruction from RKEB. The member of staff will have a further 2 months to obtain independent, external advice and agree the documentation, including technology licence, failing which the University may increase its equity stake in the company or impose revised license terms.

6 Appendix 2 Policy for the Exploitation of University Intellectual property - Formation of New Companies Heriot Watt University Equity Allocation Form This completed document is to be attached to the Application to the Innovation Advisory Group for Incorporation of a Spinout Company. The applicant wishes to set up a Spin-out Company and proposes a split of the 76% balance of the shares. These shares are dilutable in subsequent transactions. Member of Staff Proposed Shares Signed: Date: Witness:

7 Appendix 3 Policy for the Exploitation of University Intellectual property - Formation of New Companies Consent to Use of Heriot Watt University Resources by a Spin-out Company This completed document is to be attached to the Application to the Innovation Advisory Group for Incorporation of a Spin-out Company. Once the Spin-out Company is formed a separate agreement will be entered into for the use of School Facilities. School/Institute/Section: Head of School/ Institute: Applicant: Use of the following resources by the Spin-out Company has been agreed by the Head of School/Institute/Section: TYPE OF FACILITY DETAILS CHARGE ( ) 1. Accommodation/Space requirements (office/ lab). 2. Equipment needs (lists & usage costs) 3. Personnel (including any need for secondment) Commencement date:. to.. Signed: Applicant: Head of School/Institute/Section: Date:

8 Appendix 4 Policy for the Exploitation of University Intellectual property - Formation of New Companies Application to Innovation Advisory Group for Incorporation of a University Company PLEASE COMPLETE AND RETURN THIS FORM TO RESEARCH & ENTERPRISE SERVICES, ATTACHING ANY DOCUMENTS WHICH ARE REQUIRED AND/OR PROVIDE SUPPORT FOR YOUR APPLICATION. Proposed name of company: Member(s) of Heriot-Watt Staff involved: Proposed business sector: Potential conflict of interest with existing University activity? Yes No Proposed timescale for incorporation: Please attach the following: Business Plan, using Template supplied Consent to use School Resources Form University Equity Allocation Form Heads of Terms / License Agreement between University & Company Other supporting information (optional) FOR OFFICIAL USE ONLY Received on by Submitted to AIG on Decision

9 Appendix 5 Policy for the Exploitation of University Intellectual property - Formation of New Companies Business Plan Template To be used with an Application to Innovation Advisory Group for Incorporation of a Spin-out Company 1. Executive Summary Why a Spin-out Company is the best way forward Mission of the Spin-out Company (e.g. Purpose /Differentiating Activity/Sector) Summary of Vision of the Spin-out Company (5 years hence) Summary of key aspects of Spin-out Company and evidence for its likely success 2. Company Structure Equity split, including any held in trust for future key appointees (e.g. CEO) Company employees & their roles Plans to bring in experienced business assistance (eg CEO, marketing, sales effort, etc) Key assets required by Spin-out Company to operate 3. Product or Service to be provided Unique Selling Proposition what is different about this product or service Sustainable competitive advantage what will stop the competition catching up List of benefits and drawbacks of product or service List of minimum performance requirements expected by the market place Outstanding technical issues to be resolved 4. Marketing Drivers for change to this product or service - why the status quo is not acceptable Blocks to adopting this product or service (e.g. switching costs, entrenched competition, testing requirements, etc) SWOT (Strengths, Weaknesses, Opportunities, & Threats) analysis of this product or service vs. the competition (both in-kind competition and not-in-kind competition) What is the likely competitive response and how will this be contained? Route to market Targeted market segment Target market share and resultant estimated size of market Evidence of an identified customers & end users of product/ service Target geographical market segment (UK? World wide?) Existing customers, industrial collaborators, and key potential customers identified and initial feedback from these on the product or service Potential price Price sensitivity & Opportunity to Value Price Comparison of target price of this product or service with competition, with reasons for any expected differences Projected sales volumes and value over first 5 years of operation. Expected/target projection and evidence for this Best case scenario, if everything goes in your favour Worst case scenario

10 Exit strategies If unsuccessful If successful (IPO - Initial Public Offering floatation on stock market?), Sale to larger company?) 5. Intellectual Property Confirm ownership of intellectual property and highlight any issues Heads of Terms of license with University Confirm freedom to operate and that infringement of other s patents is not expected Outline the intellectual property strategy Which aspects will be patented (typically products) Which aspects will be kept as Trade Secrets (typically process details) What other IP protection is appropriate (e.g. design registration, copyright, etc) List patents applied for and granted with countries covered and summary of main claim. 6. Manufacturing Can the product be produced on existing equipment using existing processes or do these need to be developed? Outline the plans to manufacture the product List any capital equipment required, together with estimated cost, supplier, and lead time on delivery Specify which aspects of manufacturing can be outsourced or subcontracted List all raw materials required and suppliers, together with any special requirements or potential issues Are supplier contracts in place? Will you need to buy raw materials to a specification? Is there reliance on a single supplier or subcontractor? 7. Financial Outline the plan to obtain the necessary funding (e.g. SMART award, private investors/business Angels, Venture Capitalists, Research (RCUK/H2020) etc) What is the estimated time until the first sales, and how will the Spin-out Company be funded during this initial period? Provide a Cash Flow summary detailing income and expenditure during the first 3 years of operation, together with the underlying assumptions. 8. Risk Analysis List each of the uncertainties or risks and indicate how these will be addressed & reduced, particularly potential deathblows. Will testing, approvals, clinical trials, export licenses, etc have to be undertaken /obtained? 9. Long Term Vision for Spin-out Company What is your long term (5 & 10 year) Vision for the Spin-out Company in terms of: Markets & market share Sales volume & value; profit Geographical operation Number of employees What are your own personal long-term goals & aspirations? 10. Plan Provide an outline plan of activities in the first 3 5 years to ensure high growth company status.

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