When should I contact my Department Chair and Dean to discuss my proposed startup-related activities?
As soon as possible.
How many days per year may I dedicate to startup-related activities?
It depends. School of Medicine Health Sciences Compensation Plan participants may dedicate 21 days. Academic-year faculty may dedicate 39 days. Fiscal-year faculty may dedicate 48 days. Vacation days or unpaid leaves of absence do not count towards the time limit. If you are approaching your time limit, you should consider seeking prior approval for exceeding the time limit. For more information, refer to the Conflict of Commitment section or email Academic Personnel.
As a UCI employee, what type of role in the new company am I allowed to take?
University of California policies do not prohibit UCI employees from taking specific types of roles in outside companies, provided that these roles do not detract from or conflict with employee obligations and responsibilities to UCI. Additionally, certain UCI employees, primarily faculty members, are covered by the Conflict of Commitment Policies (APM 025 for general campus, APM 240 for Deans, APM 246 for Faculty Administrators - 100% Time, or APM 671 for Health Sciences Compensation Plan participants). These policies require annual reporting of outside professional activities and prior approval before engaging in certain outside professional activities. For example, a faculty member founding a startup who will be taking on a founding, co–founding, executive or managerial role should seek prior approval before engaging in these activities. For more information, refer to the Conflict of Commitment section or contact Academic Personnel.
In addition to the Conflict of Commitment requirements, you may be subject to additional disclosure requirements depending on what type of role you assume per the Conflict of Interest Policies. For more information, refer to the Conflict of Interest section or contact the COI team.
For Conflict of Commitment purposes, what do I need to know about my role as a founder/co-founder of a startup company?
Founding a startup company is a Category I activity requiring Conflict of Commitment annual disclosure collected by units each year and prior approval. If your role actively founding the company continues beyond your initial prior approval, you will need to request prior approval for as long as the founding activity continues. As your role changes over time - for example, no longer founding the company and moving into a board member role - your Conflict of Commitment obligations may also change.
Founding is one-time activity performed during the initial founding. If you founded the company in the past, and are no longer actively engaging in founding activities, you cease to have a founding role, and you can look to whether your activities are more like management or more like consulting.
“Founding” means to take the first steps in building, to establish (as an institution) often with provision for future maintenance. Founding is listed as one example of a Category I activity because engaging in one–time occurrences in the initial founding of a company requires significant professional commitment that may conflict with your time, attention, and dedication to University duties. Founding duties include incorporating as a legal business entity, obtaining operating space for the company, determining a company’s name, writing a business plan, etc.
It may be the case that you co-founded the company, stop actively founding the company, then continue on as a consultant. Consulting typically involves a consulting agreement. For more information, visit Faculty Consulting with Industry.
Contact Academic Personnel for advice about your specific situation.
What is the limit on equity interests in an outside company for a UCI employee?
The University of California has not established a limit on the amount of equity interests you can acquire as an UCI employee. However, the dollar value and/or the percentage of issued and outstanding shares your equity interests represent may trigger Conflict of Interest disclosure and review requirements. For more information, refer to the Conflict of Interest section.
Will I have more disclosure requirements if I acquire a new financial interest?
You will most likely have additional disclosure requirements after you acquire a new financial interest. Your requirement to disclose will depend on a number of factors including but not limited to: the type/nature of your financial interest, whether or not your UCI research is related to the entity’s interests, and the types of sponsored research in which you are involved. The disclosure requirements are based on Conflict of Interest policies. For additional guidance, review the Conflict of Interest section or contact the COI team.
How do I address my potential conflict of interest in research?
Each potential conflict of interest is unique. Therefore, the Conflict of Interest Oversight Committee (COIOC) considers multiple factors when determining whether or not additional safeguards are required to protect the objectivity of the research. Some factors the COIOC considers include but are not limited to: the study design, the status of the entity, and the nature of the investigator’s financial interest. For ideas on how to address the potential COI issues, review the COI Case Studies or contact the COI team.
May I involve a student in my startup?
Yes, but prior approval may be required. If you have or will have supervisory or academic authority over the student you would like to involve, you must seek prior approval from your Department Chair using Form AP-2. For more information, refer to the Involving Students section or contact Academic Personnel.
In addition, if that student is a graduate student and you are their faculty advisor, then a Conflict of Interest Oversight Member may be required. For more information, refer to the Conflict of Interest Oversight Members for Graduate Students sections or contact Andrea Bannigan.
What if I’m not ready to license the University of California technology(ies) that will be the basis of my startup company?
A variety of agreements are available to serve the particular needs of the company at different stages of its growth. Initially, a Letter of Intent may be sufficient. This type of short-term agreement provides for an exclusive negotiation period in exchange for limited financial consideration to UCI. This allows the startup to do any necessary due diligence around the IP and business opportunity, to refine its commercialization plan and to negotiate the license without being concerned that another party will also be negotiating with UCI. An evaluation license or option provides the company with the ability to conduct more in depth due diligence, including evaluating how the technology works in the company’s hands or performing proof of concept experiments to confirm the viability of the company’s plans. A Licensing Officer at ITG can meet with you and explain the different licensing arrangements to help you determine the best fit for your company based on its current circumstances.
What happens if my company develops IP?
It is anticipated that, during its research and development activities, a company will develop new IP that is distinct from the in-licensed UCI IP. If the new IP is generated independently by the company without UCI resources or UCI employees, the company will usually own the IP. If UCI funds, facilities, or employees were involved in generating the IP, UCI is likely to have an ownership position in the IP. If no UCI resources are used but company employees with UCI employees are co-inventors or co-authors, IP ownership may be shared with the company.
If a faculty member participates in the company and develops IP, does UCI own it?
University of California faculty are permitted to engage in certain outside professional activities, including consulting for companies. Companies are able to own IP developed by UCI faculty during permissible consulting activities that comply fully with applicable University of California policies. To learn more and to discuss best practices, please contact a Licensing Officer at ITG, or review the University of California’s Guidelines on Faculty Consulting and Intellectual Property.