ENTREPRENEURIAL FAQ
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: - Evaluate the invention(s) of the Patent as a platform for commercialization of products in the field.
- Begin to develop your business model, structure, and plan for establishing a start-up company to bring products covered by the patent to market.
- Disclose, in writing, your intentions to form a company to the Office of Policy Coordination, and receive approval therefrom.
- 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.
- Incorporate your start-up company.
- 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. 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?
Visit the Private/Public Organization section of this website. 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: - you proposed to participate in research sponsored by the company or which relates to the company's technology (regardless of sponsor);
- the University licenses technology to the company; or
- your financial relationship with the company changes (i.e., you become a consultant to the company).
Conflict of Interest 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 might 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
ccoi@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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