IIT Policy on Spin-off

IIT Policy on Spin-off

P15 - IIT POLICY on SPIN-OFF Revision Description of Modification Approval 1 First Print 23/11/2010

Index CHAPTER I General Provisions pg. 1 Art. 1 IIT goals regarding promotion and support for the creation of new enterprises pg. 1 Art. 2 Definitions pg. 1 Art. 3 Purpose of the regulations pg. 1 CHAPTER II - IIT structures dedicated to the process of setting up Spin-offs pg. 2 Art. 4 Technology Transfer Office pg. 2 Art. 5 Spin-off Technical Commission pg. 2 CHAPTER III - Proposal and assessment procedure for Spin-off pg. 3 Art. 6 Preparation of a Spin off proposal pg. 3 Art. 7 A Spin off proposal pg. 4 Art. 8 Assessment procedures for Spin-off proposals pg. 4 CHAPTER IV Authorizations pg. 5 Art. 9 Authorization for participation of staff in Spin-offs pg. 5 CHAPTER V Relations between IIT and Spin-offs pg. 6 Art. 10 Agreements between IIT and Spin-offs pg. 6 Art. 11 Intellectual Property pg. 6 Art. 12 Referral pg. 7

General Provisions ART. 1. IIT goals regarding promotion and support for the creation of new enterprises IIT holds, among its institutional purposes, that of promoting the technological development of the country, in order to promote the transition of high-tech assets to the national production system, by developing and enhancing, in collaboration with companies, knowledge for the generation of products, services and new industrial sectors that are strategic to national competitiveness. In this context, IIT welcomes the initiatives of its staff aimed at the setting up of new companies for the production and sale of products and services deriving, entirely or in part, from the results of the research in the Institute. ART. 2. Definitions For the purposes of these regulations: IIT staff means: research contract holders, technical and administrative employees; IIT Spin-off (hereinafter Spin-off) means every business initiative promoted by the IIT staff, according to the procedure in the following Chapter 3 of these regulations, which has as its purpose the development, production and marketing of goods and services derived from IIT research to which the staff contributed. ART. 3 Purpose of the regulations These regulations govern the procedure for the establishment and promotion of the IIT Spin-off and the conditions for participation by the proposing partners, IIT staff and the Institute itself. 1

CHAPTER II - IIT Structures dedicated to the process of Spin-off set up ART. 4. Technology Transfer Office (TTO) 4.1 On the subject of Spin-offs, the TTO carries out the following activities: evaluates proposals for the setting up of new companies; assesses issues relating to intellectual property; produces technological benchmarks and market studies in both national and international contexts; encourages networking with large enterprises, public and private institutions and equity investors; promotes the sensitivity of the IIT staff to Spin-off initiatives, organizes seminars and courses on the subject in order to enhance the awareness of innovation and business opportunities, and maintains relationships with similar bodies of other universities, research institutions and with national, EU and international enterprises. ART. 5. Spin-off Technical Commission 5.1 Every two years, by its own decree, the Executive Committee draws up a list made up of professionals from outside the Institute who are experts in science, economics and business management. 5.2 The Spin-Off Technical Commission consists of: the IIT Scientific Director; the IIT Director General; the Head of Technology Transfer Office, as chairman of the Commission; 2

an expert in the scientific field relevant to the activity of the Spin-off, chosen by the director of the department, facility or centre from which the Spin-off comes; an expert in the scientific field relevant to the activity of the Spin-off, chosen by the IIT Scientific Director among those who are on the list referred to in paragraph 5.1; an expert in the field of economics relevant to the activity of the Spin-off, chosen by the IIT Scientific Director among those who are on the list referred to in paragraph 5.1; 5.3 The Spin-Off Technical Commission shall carry out the following activities: assessment of merit of the Spin-off proposals; periodic technical and economic evaluation of the Spin-offs already set up; periodic monitoring of the activities of Spin-off aimed at preventing possible conflicts of interest between the Spin-off and the IIT staff and facilities involved. CHAPTER III Proposal and assessment procedure for Spin-offs ART. 6. Preparation of a Spin-off Proposal 6.1 The proponents may contact the Technology Transfer Office for assistance in preparing the Spin-Off proposal, starting from the formulation of an idea of enterprise. 6.2 In particular, the Technology Transfer Office provides support for the preparation of a business plan, market analysis and aspects related to the strategic management of intellectual property related to the Spin-off. 3

ART. 7. Spin-off Proposal 7.1. The proposal of a Spin-off must be made in writing and be sent to the Technology Transfer Office accompanied by the following documents: a detailed technical description of the technology supporting the products or services; a benchmark of the technology, market study and analysis of competitors; a business plan covering at least the first three years of the Spin-off or the number of years needed to reach financial and economic break-even; an indication of the role required from IIT in terms of support for the company during the start-up phase; an indication of the proposed partners, giving the reasons for their selection; a statute proposal for the Spin off, and for any additional contracts; a list of members of the Spin-off governing bodies suggested by the proposer; a declaration by IIT staff proposers to exclude any possible conflict of interest of the Spin-off society towards IIT. ART. 8. Assessment procedure for Spin-off proposals 8.1. The evaluation process takes place according to the following steps: The proposal is accepted by the Technology Transfer Office, which provides an assessment of merit, particularly in relation to the technological value of the proposal and its financial sustainability. TTO sends them to the Spin-off Technical Commission within fifteen (15) days; Within thirty (30) days from receipt, the Spin-off Technical Commission evaluates the proposal on the base of the TTO s assessment and prepares a report. In case of a positive evaluation, the report of the Technical Commission is sent to the Executive Committee. The Executive Committee consults the Scientific Director, reviews the proposal and evaluates its compliance with respect to the institutional aims and the specific interests of the Institute. Eventually it decides on the approval of the proposal. 4

CHAPTER IV Authorizations ART. 9. Authorization for staff participation in Spin-offs 9.1 Once the Executive Committee has approved the Spin-off proposal, upon authorization of the IIT Scientific Director and after consulting the Director of the IIT department, facility or centre where the staff works, the IIT staff will be allowed, to carry out activities for the Spin-off on one of the following conditions: a percentage of their time, maintaining their record of service and study; requesting a leave of absence; opting for a part-time contract; 9.2 IIT has the right to determine, on a case by case basis, whether to maintain the status of service of the staff, allowing them to take up administrative positions in the company (president, vice president, director, CEO or sole director) provided that the activities at the Spin-off company do not interfere in any way with their activities described in the contract with IIT. 9.3 Except as set forth in Article 9.2 above, the department directors, facility managers and centres coordinators, cannot in any circumstances be allowed to hold administrative positions in which these may be, however, involved as associates. 9.4 Participation in the Spin-off of IIT department directors, managers of facilities, centres coordinators and staff will be under the observation of the Spin-off Technical Commission, which, in accordance with the provisions of art. 5.3, is responsible for regularly monitoring the synergies or potential conflicts of interest between the Spin-off and the department, facility or centre of origin. 9.5 The holders of scholarships and PhD students of IIT, subject to authorisation in accordance with this policy, may take shares of a Spin-off, even holding administrative positions, provided that such activities do not interfere with the activities of their scholarship or doctorate. 5

9.6 The authorisation may be revoked at the discretion of the Executive Committee, where the Institute considers that the above conditions are not met or the Institute recognises the presence of a conflict of interest towards its objectives and institutional activities. 9.7 At the end of the period of activities referred to in paragraph 9.1, the IIT staff will be allowed to keep a stake in the Spin-off as an investment through the acquisition of shares or stock options. 9.8 At any time, and therefore even in case of only a participation in the company, the staff involved in the company undertakes to inform IIT of any new circumstances that may be detrimental to the interests of the Institute. 9.9 IIT shall verify the compliance with the provisions of this article, also by requesting the staff written information and by acquiring the opinion of the Director of the Department of competence. CHAPTER V Relations between IIT and Spin-offs ART. 10. Agreements between IIT and Spin-offs 10.1 IIT and the new Spin-off will regulate their relationships through special agreements; in particular they will regulate the use by the Spin-off of equipment and logistical resources, or hospitality in the structures of the Institute. 10.2 The agreements must comply with the general principles for the protection of the scientific and economic interests of the IIT and respect for transparency. ART. 11. Intellectual Property 11.1 The IIT, through a specific and separate agreement, may grant the Spin-off the free, non-exclusive, temporary, non-transferable license to the registered trademark of the Institute. 6

11.2 The IIT, through specific agreements, may grant patents and know-how of the Institute to the Spin-off, even exclusively on Italian territory and abroad. 11.3 The licensing agreements will provide for compensation in favour of IIT and will facilitate the exploitation of the licensed technology. ART. 12. Referrals 12.1 For matters not covered in this document, the principles and guidelines defined in the "Technology Transfer Strategy" (approved by resolution of the Executive Committee) shall be enforced. 7