Unreimbursed Research in anticipation of future equity position. James R. Brett 18 Jul 2000 16:13 EST

From a sibling campus:

Has anyone out there had experience with establishing master
agreements
with for-profits that would allow faculty (and perhaps students)
to do
research as delineated in Project Agreements under the Master at
no
reimbursement with the anticipation of future negotiated
agreements for
a share of the company?  It is being proposed that we offer this
type of
agreement to "startup" companies.

Some of the proposed language states:

"In addition to or in lieu of the specifications delineated in
this
agreement, the Project Agreement Proposal may also address
special
conditions which differ from or add to the provisions specified
in this
Agreement, including Sections 8 (Intellectual Property and
Inventions)
and 9 (Grant of Rights), as well as the specification of any
licenses,
restrictions on fields of use, rights of the parties with respect
to
improvements or derivative works, or other legal or financial
matters.
These may include longer-term, less-defined collaborative
development
partnerships for which other mechanisms, such as a transfer of
equity or
royalties based on relative contributions  to the development,
may be
negotiated.  Except to the extent provided in a Project Agreement

Proposal explicitly referencing the portion(s) of this Master
Agreement
intended to be varied thereby, the terms of this Master Agreement
will
prevail."

and

"For projects which fall under the master agreement, work may be
performed without reimbursement or with partial reimbursement in
return
for future equity position, or otherwise according to the terms
of the
executed Project Agreement Proposal covering same."

Please share your experience and thoughts on this idea.  I am
also
concerned about indirect cost recovery on projects with less than
full
reimbursement, and establishing criteria for the term "start-up".

Thanks as always for your help.

Sharon Kuhlenschmidt
Grants Development Analyst
Building 38 Room 152
California Polytechnic State University
San Luis Obispo, CA 93407
(805) 756-5963
fax:  805/ 756-5466
e-mail:   xxxxxx@calpoly.edu

--
James R. Brett, Ph.D., Director
Office of University Research
California State University, Long Beach
562-985-4833   fax 985-8665
http://www.ur.csulb.edu/main.htm

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