Managing University-Affiliated Organizations

Presented by

J. Michael Slocum, Esquire Slocum & Boddie, P.C. 5400 Shawnee Road, Suite 300 Alexandria, Virginia 22312 (703) 451-9001 jmichaelslocum@slocumboddie.com

WS8: Sunday, April 7, 2013

TYPES OF UNIVERSITY-AFFILIATED ORGANIZATIONS

• Research foundations (administrative managers for research activities of university)

• Organizations not separately incorporated (e.g., "Institutes" and "centers")

• Separately incorporated research organizations

• Fund-raising organizations (e.g., alumni foundations)

• Patent management/royalty collecting organizations

• For-profit spinoff

• Quasi-state agencies

2

ESTABLISHING UNIVERSITY-AFFILIATED ORGANIZATIONS

• Laws authorizing or restricting establishment of organization

• Funding of organization • Ownership of research (or other activity) results • Membership of board of directors/management

structure • Division of labor with university departments and

offices • Legal liability for damages arising from research

activities • Independence of the affiliated organization

3

OBJECTIVES

• Defining university objectives

• New or revised functions and services for implementation

• Decision-making analysis

• Implementation

4

RESEARCH FOUNDATIONS (Administrative Managers For

Research Activities of University)

• Example:

▫ Texas A&M Research Foundation

Independent non-profit service organization to facilitate research and development within The Texas A&M University System and selected other entities

Administrative services and resource support

Established on November 14, 1944 (continued)

5

RESEARCH FOUNDATIONS (Administrative Managers For

Research Activities of University) (2)

• Other Examples: Old Dominion University Research Foundation SDSU Research Foundation - San Diego Research Foundation - University of Pennsylvania

• Many others ▫ May also be a Technology Transfer and Manage-

ment Organization, Funding Source, etc. e.g., Wisconsin Alumni Research Foundation SUNY Research Foundation UPenn and Penn State

6

ORGANIZATIONS NOT SEPARATELY INCORPORATED

(e.g., "Institutes" and "Centers")

• Usually established to support, promote or conduct some type of specialized research ▫ e.g., Virginia Tech

Research Institutes of Virginia Tech Fralin Life Science Institute

Institute for Creativity, Arts and Technology

Institute for Critical Technology and Applied Science

Institute for Society, Culture and Environment

Virginia Bioinformatics Institute

Virginia Tech Carilion Research Institute

Virginia Tech Transportation Institute

7

UNIVERSITY-AFFILIATED RESEARCH CENTER

(DoD) research center associated with a university Established 1996

• Johns Hopkins University ▫ Applied Physics Laboratory (APL)

• Pennsylvania State University ▫ Applied Research Laboratory (ARL)

• University of Hawaii at Manoa ▫ Applied Research Laboratory (ARL)

• University of Texas at Austin ▫ Applied Research Laboratories (ARL)

• University of Washington ▫ Applied Physics Laboratory (APL)

• University of California at Santa Barbara ▫ Institute for Collaborative

Biotechnologies (ICB)

• University of Southern California ▫ Institute for Creative Technologies (ICT)

• Georgia Institute of Technology ▫ Georgia Tech Research Institute (GTRI)

• Massachusetts Institute of Technology ▫ Institute for Soldier Nanotechnologies(ISN)

• University of Texas at Austin ▫ Institute for Advanced Technology (IAT)

• Utah State University ▫ Space Dynamics Laboratory (SDL)

• UC-Santa Cruz ▫ Ames Research Center

• Stevens Institute of Technology ▫ Systems Engineering Research Center (SERC)

• University of Maryland ▫ Center for Advanced Study of Language

(CASL)

8

SEPARATELY INCORPORATED RESEARCH ORGANIZATIONS

• Identified as a basic form in ▫ Palmer, Non-profit Research and Patent

Management in the United States Publication 371, National Academy of Sciences, National

Research Council, 1956

• Thousands of such organizations with more or less connection to universities ▫ See: Research institutes in the United States

http://en.wikipedia.org/wiki/Category:Research_Institutes in_the_United_States

I know not to cite Wikipedia, but sometimes its great.

For more, see http://nsf.gov/statistics/seind12/c5/c5h.htm

9

FUND-RAISING ORGANIZATIONS (e.g., Alumni Foundations)

• Not within the scope of this program, except that some of these (WARF) are also Tech Transfer and Research Funding organizations

• Interesting starting point for further review

▫ Alumni Association Funding Models: Summary Findings from 20 Universities

FINAL REPORT OF FINDINGS, November, 2010, The Napa Group and PEG, Ltd. http://www.napagroup.com/pdf/Alumni%20Association%20Funding%20Survey.pdf

10

PATENT MANAGEMENT/ROYALTY COLLECTING ORGANIZATIONS

• Again WARF is best know example

• See a discussion of another such organization:

▫ Role of University Technology Transfer Offices in University Technology Commercialization: Case Study of the Carleton University Foundry Program

Journal of Services Research, Volume 6, Special Issue (July, 2006) Institute for International Management and Technology

11

FOR-PROFIT (OR PERHAPS NON-PROFIT) SPINOFF

• Prominent examples of university spinoffs are: ▫ Genentech (for profit) ▫ SRI (non-profit, but with more than 50 for-profit

spinoff ventures)

• See: IP Handbook of Best Practices http://www.iphandbook.org/handbook/ch13/p01 ▫ CHAPTER NO. 13.1, Creating and Developing

Spinouts: Experiences from Yale University and Beyond, Brown & Soderstrom

▫ And see Guidelines for Spin-off Company and Equity Management in University Technology Transfer (available by link on www.slocumboddie.com)

12

QUASI-STATE AGENCIES

• EXAMPLES: ▫ The Center for Innovative Technology (CIT),

Virginia ̶ non-profit corporation provides commercialization and seed funding and creates partnerships between start-up companies and advanced technology consumers

▫ New Jersey Commercialization Center for Innovative Technologies (CCIT) is incubation facility dedicated to life sciences and biotechnology companies, offering wet labs

(continued)

13

QUASI-STATE AGENCIES (2)

• EXAMPLES: ▫ See: A state agency-university partnership

for translational research and the dissemination of evidence-based prevention and intervention (Partnership between the Prevention Research Center at Penn State and the Pennsylvania Commission on Crime and Delinquency) Bumbarger BK, Campbell EM; Adm Policy Ment

Health. 2012 Jul;39(4):268-77. doi: 10.1007/s10488-011-0372-x

14

LAWS AUTHORIZING OR RESTRICTING ESTABLISHMENT OF ORGANIZATION

• State laws authorizing University to establish affiliates

• State laws authorizing Universities as “sue or be sued” ▫ SOVEREIGN AND GOVERNMENTAL IMMUNITY: WHEN DO THEY BAR SUIT

AGAINST STATE AGENCIES AND LOCAL GOVERNMENTS? 13 Tex. Tech. Admin. L. J. 259

• State laws restricting University activities • Federal tax laws • Other Federal Laws: ▫ Bayh-Dole ▫ Anti-trust laws

15

FUNDING OF ORGANIZATION

• Purpose and parentage: where you go starts with where you start ▫ University or segment (department, etc.) identity ◦ Infrastructure ̵ formal or informal

◦ Hierarchy or partnership oriented

◦ Technical oriented

• Multi-organizational issues • Academic organizations are not all the same

Missions to disseminate knowledge v. primarily research

Centralized offices v. decentralized at some level

Accountability (How good is accounting system? What support is available to assure accountability and compliance?)

(continued)

16

FUNDING OF ORGANIZATION (2)

Communications between University and affiliate

Integrated or independent accounting/funding

“Signature” authority for initial and continuing financial transactions and funding

Repayment?

◦ State government issues

17

QUESTIONS TO ASK BEFORE BEGINNING

• What are you trying to achieve?

• Why this particular structure?

• Who are you dealing with?

• What are the motivations?

• What if this venture doesn’t work

▫ Always have an exit strategy

18

FUNDING AFFILIATED ORGANIZATIONS

• Capitalization

• Funding by Government agencies and foundations

▫ Prerequisites

• Private funding (contracts and consulting)

• Donors and gifts

19

FINANCING AND SUPPORT

• Financing provided by the parties or by outside source? ▫ Pro rata? Parent provides all financing? Third Party

donors/contributors? ▫ Optional or required

What if parent does not have the necessary funds? What if a third party does not come through?

▫ Maximum amount either in actual dollar terms or based upon some formula

• Consider fixing in advance all relevant terms of financing and debt, including repayment terms, ranking of obligation to repay, etc.

(continued)

20

FINANCING AND SUPPORT (2)

• Third-party financing

▫ Third party rights? Security or guarantees?

▫ If guarantees are to be given, limits and pro-rata to the percentage interest

▫ Security granted

• “In-Kind” support

▫ To what extent parent is going to provide support or services

▫ Pricing for such support and services

▫ Substitution for support if not provided

21

THE BASIC COMPONENTS OF AN AFFILIATED ORGANIZATION PLAN

• Parties to the contract • Entities and persons

• The term (duration) of the affiliated organization • Permanent or project-based

• Mission and “vision” • Costs to be paid • Organizational, logistics and support, personnel,

fees and taxes, etc., as appropriate

• Location of affiliate (continued)

22

THE BASIC COMPONENTS OF AN AFFILIATED ORGANIZATION PLAN (2)

• Communications between University and Affiliate • Reimbursement of University and others’ costs

by Affiliate • Return from Affiliate • Commissions, royalties or compensation

• Ownership of work and products • Corporate protection from liability • Security requirements • Insurance

(continued)

23

THE BASIC COMPONENTS OF AN AFFILIATED ORGANIZATION PLAN (3)

• Management of intellectual property

• Confidentiality/privacy

• Restrictions on competition between University

and Affiliate

• Employment/subcontracts/consulting

• Independence of Affiliate

• Publicity (continued)

24

THE BASIC COMPONENTS OF AN AFFILIATED ORGANIZATION PLAN (4)

• Termination of relationship

• Rights of parent and child (e.g., “first refusal”)

• Remedies and limitation of liability

• Assignment

• Compliance/regulatory issues

• Law applicable and jurisdiction

• Conflicts of interest/objectivity/etc.

25

PLAN OF ACTION AND DELIVERABLES

• Distinguish what is to be done and what is to be provided

• Phases and interim efforts and deliverables

• Timing of efforts and deliveries

• Clear statement that the relationship is business-to-business OR principal-to-agent

• Which party is responsible for implementation

26

PRELIMINARY DETERMINATIONS

Sources of funding

Goals for Affiliate

Deliverables (e.g., new corporation/master contract with new venture/licensing deal/patent management agreement)

Assure that there is agreement on sharing of results/income/costs

(continued)

27

PRELIMINARY DETERMINATIONS (2)

Deal with logistics upfront – procurement, personnel, property, policies

Multi-institutional issues and practices (Who deals with the RFP or the auditors?)

Transparency or “separation of church and state”

“Fairness” to each party ̶ parent and child, employees, clients and donors and vendors and other third parties

How the collaboration/affiliate will function

28

RISK

Minimize and mitigate Shared vision Involve higher staff Encourage evaluation of a variety of approaches Evaluate academic and “cultural” differences Reinforce mutual interests – Affiliate should not be a

competitor or a drain on resources Benefits defined for use of Affiliate Dedicate enough resources to make the plan work Agreements made at the right levels – if the

Governor has to say yes, get the Governor (and staff) involved early

29

OWNERSHIP OF RESEARCH (OR OTHER ACTIVITY) RESULTS

• Universities PRODUCT is intellectual property

▫ Prime question always must be ownership and control of the PRODUCT

30

INTELLECTUAL PROPERTY ISSUES

• University typically wants to use what the Affiliate owns

• Affiliate’s need for ownership to exploit or manage IP?

• Common for parties to transfer IP to each other to address objectives of the agreement

• Transfers frequently include restrictions

◦ Field of use, timing, payments

◦ Transfers to and from third parties (continued)

31

INTELLECTUAL PROPERTY ISSUES (2)

“IP” includes patents, copyrights, trademarks, databases and trade secrets

• Validity of existing IP

• Rights for use by parent and child in R&D and education

• Field of use issues particularly when exclusive licensing out is contemplated

• Joint and co-ownership issues

• Anti-trust issues

• Derivative rights

• Exploitation

32

KEY IP ISSUES

• IP to be contributed by each party? For what field of use and on what terms (assignment v. license, royalties, exclusivity)?

• On-going obligations to contribute IP (i.e., a “hunting license”)? If so, any limitations on this and how to implement those limitations?

(continued)

33

KEY IP ISSUES (2)

• Ownership of IP including “Foreground IP.” What about Foreground IP that is an improvement on a party’s IP? Post-Termination IP (“derivatives”)

• Ownership of IP on termination/dissolution of Affiliate (buy/sell, liquidation, run-off)?

• On termination, access to any “Background IP”

34

INTELLECTUAL PROPERTY AGREEMENTS BETWEEN

UNIVERSITY AND AFFILIATE

Determining IP rights

◦ Definitions

• Background IP

• Developed IP

–Jointly during the agreement

–Independently during the agreement

Inventions v. patents (continued)

35

INTELLECTUAL PROPERTY AGREEMENTS BETWEEN

UNIVERSITY AND AFFILIATE (2)

Technology v. products

Territory

Granting definitions

◦ Exclusive, non-exclusive, reserved rights, license, assign and assignment, etc.

Royalties

36

OWNERSHIP

• Rights in any data, materials or systems

• Actions, documents or instruments reasonably necessary to enable a party/THIRD PARTY to obtain, defend and enforce its rights

• Delivery, storage and ownership of copies of such data, materials or systems

(continued)

37

OWNERSHIP (2)

• Intellectual Property Rights in software, documentation, drawings, data, information, database, educational program or even physical product (e.g., samples) ▫ Background

▫ Specified

▫ Incidental

▫ After–developed or acquired

▫ Joint development

▫ Territory and field of use

(continued)

38

OWNERSHIP (3)

• Actions, documents and steps necessary to effectively vest and manage such Intellectual Property Rights

▫ Expense

▫ Assistance required

39

MANAGEMENT STRUCTURE

• Parties

• Governance

• Management committee or board of directors

• Officers

• Auditors, reporting and access to information

• Disputes

40

PARTIES

• Which parties should be involved

▫ Parent entities, state, Federal and other governments, donors, etc.

How far up the chain is it necessary to go

To ensure performance of the obligations to and by the Affiliate

To enforce support, non-conflict, non-competition covenants, etc.

(continued)

41

PARTIES (2)

• Government entities as parties

▫ Statutory and regulatory issues

• Should Affiliate be a party to any of the foundational agreements/documents

• Specific enforcement of obligations

• Iterative consideration of structure of Affiliate

42

GOVERNANCE

• Depends largely on the actual structure chosen (another iterative loop back)

• Management vehicle to direct the Affiliate ▫ Extent of the authority given to the management vehicle

compared to reserving significant decisions to the University (shareholders, members or partners); fiduciary duties at different levels will factor into this decision

▫ Choice of appointees to the board or management committee and accountability to the joint venturers

▫ Authority to retain and remove personnel, including the chief executive officer

(continued)

43

GOVERNANCE (2)

• Management vehicle to direct the Affiliate (continued)

▫ Scope of protection for Parent and other parties on fundamental decisions and changes – particularly

where one of the “parents” has a minority ownership interest

▫ Substantive standards and processes for dealing with non-arm's length transactions and other conflict of interest situations

▫ Process for developing, approving and updating the business plan and budget

44

MANAGEMENT COMMITTEE OR BOARD OF DIRECTORS

• Board representation or formula

▫ What about deadlock or parent/child dispute possibility

▫ Who gets final say about what? Board/University (who at University)/Government/donors?

• Particular qualifications for members of management board and any particular prohibitions on who can act

• Removal and replacement of members of management board

(continued)

45

MANAGEMENT COMMITTEE OR BOARD OF DIRECTORS (2)

• When and how often will management meet? ▫ Notice requirements ▫ Quorum for valid meeting ▫ Can management board members be represented by

alternates ▫ Who can call meetings ▫ Under what circumstances can management board act

without an in-person meeting–i.e., telephonic meetings or actions by signed consent

• Powers and duties of management board ▫ Matters requiring approval of parent(s) and matters

requiring super majority or unanimity

46

OFFICERS

• Officers

▫ President, CEO

▫ Managing Director or general manager

▫ Overall leadership versus responsibility for the day-to-day operations

▫ CFO/financial management

▫ Compensation?

(continued)

47

OFFICERS (2)

• Who will have right to nominate which officers or whether the management board has that right

▫ Certain parties (e.g., State agency) could have right to nominate certain officers; right to nominate could rotate (often found with Chair)

• Right to remove and replace officers

• Limits on authority of officers, signing authority, etc.

• Directors' and Officers' Liability Insurance

48

AUDITORS, REPORTING AND ACCESS TO INFORMATION

• Who will the auditors for Affiliate be?

▫ Auditors of parent or other party, or independent

▫ How can firm be changed

• Frequency of financial statements

▫ Nature and frequency of other reporting requirements

• Permitted access for parent and other parties to books, records and employees

▫ Notice, during business hours, etc.

• Should rights be removed/restricted under any circumstances

49

ACTIONS REQUIRING CONSENT –

EITHER BOARD OR OTHERS

• Approval of annual business plan and budget or any change to any approved annual business plan or budget

• Transactions outside the ordinary course of business (over a specified annual dollar threshold)

• Change of name or scope of the business

• Creation of subsidiaries

• Admission of new co-venturers, transfer of ownership interests, issue, sale or transfer of shares or rights

(continued)

50

ACTIONS REQUIRING CONSENT –

EITHER BOARD OR CO-VENTURERS (2)

• Incurring debt, granting security or guarantees

• Payment or other distribution or return of capital

• Change in management board, establishment or change in committees or appointment or removal of officers

• Insolvency-related actions

• Certain types of contracts

• Approvals required in connection with litigation or other proceedings

51

DISPUTES

• Mediation

• Litigation or arbitration

▫ Mandate of arbitrators–i.e., is it any dispute between

the party or only specified types of disputes or under specified clauses

Certain types of disputes may not be arbitrable

Specific performance

Preserving right to go to court for certain types of breaches–e.g., breach of confidentiality, non-solicit or

non-compete (continued)

52

DISPUTES (2)

▫ Set out rules or cross reference to specific set of rules

▫ Consider whether there should be prohibition on arbitrator amending the Affiliate’s foundational agreement or granting damages or other specific remedies

▫ Number and how chosen

▫ Parameters around how arbitrators are to act (e.g., findings of fact and conclusions of law)

(continued)

53

DISPUTES (3)

• Location of actions (in court? In an agency or University entity?)

• Applicable law

• Costs – who pays what? ▫ Breach of affiliation agreement

▫ Third-party actions (for and against)

▫ Determinations of a particular value or payment (e.g., license fees or termination costs)

54

DIVISION OF LABOR WITH UNIVERSITY

• Choices come in a multitude of sizes and shapes

▫ Partnership v. independent entity

▫ Separate corporation means SEPARATE (sometimes)

▫ Contractual divisions

Either be a co-ownership model or simply a contract between the parties whereby parent and child or co-affiliates retain all their own assets and agree as to their separate rights and obligations

“Partnering" arrangements, strategic alliances and outsourcing services arrangements

55

SCOPE/PURPOSE OF THE AFFILIATION

• What activities does the Affiliate intend to do or refrain from doing

• Corporate opportunity issues ▫ Existing and potential future conflicts with each party's

businesses

• Scope of non-compete covenants and the confidentiality obligations of each party

• Any core technology or other intellectual property ("IP") either to be transferred to the affiliate or to be granted by the affiliate back to University or to others

(continued)

56

SCOPE/PURPOSE OF THE AFFILIATION(2)

• Other inter-corporate arrangements that either will be required for the Affiliate to operate or that are required to make the investment in the Affiliate meet the business case

• Due diligence

▫ Generally no less than that required for an corporate acquisition and in many cases more thorough

57

REGULATORY ISSUES

• Current and any anticipated regulatory issues, including:

▫ Private ownership of government resources

▫ Tax considerations, especially if one party is non-profit

▫ Antitrust

▫ Export, security and privacy issues

▫ Labor and employment issues (continued)

58

REGULATORY ISSUES (2)

• Restrictions, registration and other issues related to ownership and control of the Affiliate, assets, of University and Affiliate, the operation of Affiliate’s proposed business in light of University mission, and ALWAYS – ownership and management of IP resulting from research

• Dilution, exit and liquidation rights (continued)

59

REGULATORY ISSUES (3)

• Government requirements for accounting treatment in Affiliate (consolidated returns, IRS affiliated and supporting organization rules)

• Government and contractual obligations to third parties (state and federal governments, donors, banks and others)

• Approvals required for the implementation and ongoing operation of the Affiliate, including non-compete or confidentiality obligations

60

TAX CONSIDERATIONS

• Flow-through, independent taxation or consolidation with parent(s)

• Income, employment, property tax issues

• Non-profit status issues

• Taxation of IP

• “Off-shoring” potential

• Credits against affiliated tax liability/use of non-profit status by others

61

POSSIBLE STRUCTURE

• “Pure” patent licensing/management with little or no collaboration

• Collaborative in research ▫ Co-commercialization

Certain aspects of discovery research relegated to affiliated entity; trials, regulatory and commercialization were left to commercial “Affiliate” Sale and marketing of a product under a single trademark,

with cooperation in commercializing

Co-marketing (independent simultaneous sale and marketing by parties of a defined product under different trademarks)

(continued)

62

POSSIBLE STRUCTURE (2)

• Co-development

▫ Discovery research and/or product development activities, with a continuing role by each party

• Joint ventures

• Equity acquisitions

• Supporting organization

63

LEGAL LIABILITY FOR DAMAGES ARISING FROM RESEARCH ACTIVITIES

• Purpose: allocate responsibility for liability for loss between affiliated parties and others

▫ Eliminate uncertainties about liability for loss

▫ Shift liability for loss

▫ Establish process for responding to claims

(continued)

64

LEGAL LIABILITY FOR DAMAGES ARISING FROM RESEARCH ACTIVITIES (2)

• Structure:

▫ Corporate veils

▫ Indemnification

▫ Insurance

▫ Separation of functions

• Related Provisions: Insurance provisions seek to ensure that parties can meet obligations and immunity/limitation of liability provisions may limit on exposure

65

STATE LAW ALWAYS AN ISSUE

• State/public institutions

▫ State constitutions, statutes or legal requirements may limit the state or local government or public institutions (such as state universities conducting research)

Example: Arizona Law provides that no person may incur any obligation against the state not authorized by an appropriation and an allotment. Ariz. Rev. Stat. 35-154.

▫ Ability of University and Affiliate will vary by structure

State universities (Ohio)

Not authorized to commit the state to an unknown liability

Would have to be a line item in the state budget which can only be authorized by the state legislature

66

TYPE OF “INDEMNFICATION”

• Bilateral (“cross-indemnification”) or unilateral

• Who will benefit from protection?

▫ Employees, officers, directors, investigators, subinvestigators

▫ IRB?

▫ Other Affiliated entities?

▫ Agents, subcontractors?

▫ Students?

▫ Donors/granting agencies?

67

EXCEPTIONS TO DUTY

• “Carve-outs” to obligation of Parent or Affiliate?

▫ Non-compliance with foundational or contractual documents

Statutory v. corporate governance or simple breach

▫ Negligence or willful misconduct by Affiliate/others

• Third parties and defense in event of lawsuits

• Application of “Respondeat Superior”

Tthe "Master-Servant Rule"

68

TERMINATION OF AFFILIATION

• Reasons for termination

• Payment on termination

• Responsibility for third parties (e.g., patients) on termination

• Students and other non-employee personnel

• Close-out

• Notice (continued)

69

TERMINATION OF AFFILIATION (2)

• Inability to continue business (bankruptcy, etc.)

• Inability to continue (Force Majeure)

• Breach or default

• Loss of key personnel (death, disability, move by key person from employer, etc.)

• Accrued rights or liabilities on or after such termination

• Action on materials, data and other property if the contract terminates

• Payment on termination/withholding/damages

70

SEPARATION AND TERMINATION

• If, when and how the termination will occur

• Returns of property that a party transferred to the other or to third parties, restoration of intangibles

• Employees, consultants and subcontractors

• Goodwill

• Employee benefits

• Future opportunities (continued)

71

SEPARATION AND TERMINATION (2)

• Payments to the parents and to creditors

• Buy-out formulas

• Continued cooperation by parents, noncompetition

• Remedies on termination or separation

▫ Accounting

▫ Payments

▫ Specific performance and prohibitions (injunctions, etc.)

(continued)

72

SEPARATION AND TERMINATION (3)

• Technology issues

▫ Licenses

▫ Grantbacks and continuing licenses

▫ Rights of a withdrawing party

▫ Opportunity to grant licenses to a third party

▫ Compulsory licensing

(continued)

73

SEPARATION AND TERMINATION (4)

• Trademarks, databases and other IP

• Duplication of tangible know-how

▫ Manuals

▫ Work-in-progress and similar materials

▫ R&D implementation (test-beds, prototypes, tooling)

74

TERMS AND CONDITIONS CONCERNING POST COLLABORATION COOPERATION

• Closing down/transitioning affiliation to independence

• Managing the exploitation of intellectual property obtained from research; marketing and licensing intellectual property after termination/transition

75

REFERENCES AND READINGS

76