A.DEFINITION – LEGAL FRAMEWORK
A spinoff is every legal entity created for the commercial exploitation of Research Results by Scientific Study, brought forth by Research Projects under AUA. The spinoff may take one of the following forms:
- Limited Liability Company (LLC)
- S.A. (Société anonyme)
- Private Company (P.C.)
B. PARTICIPATING IN A SPINOFF
Facilitating practical applications of research results brought forth under SARF AUA, as well as for the public interest, the University is able to participate as shareholder to said commercial entity. Said shareholding is intermediated by SARF either by monetary contribution or by contribution in kind, meaning scientific activity results; their exploitation of is given to the commercial entity.
The spinoff statute may attribute the University (SARF) preference rights, against the rest of the shareholders, in cases of Share Capital transfer to it. The involvement of the university (SARF) in the spinoff will abide by existing Codes of Conduct, the Guide for Research Funding Management, and the provisions of the Joint Ministerial Decision/679/1996, and the existing legal framework for Staff Regulations of Professors.
In case the university (SARF) wishes not to participate in the spinoff creation, a cooperation agreement will be signed between the University and the commercial entity; the contract may be a technology transfer contract or a exploitation concession contract or a simple cooperation contract. Under any of said contracts the following shall be foreseen:
- Exploitation concession of product (meaning any findings, inventions or research results that may comprise Industrial or Intellectual Property).
- Participation of the University in any income/revenue or profit generated by the spinoff‘s commercial exploitation of the researchers’ procedural knowledge.
- Exploitation concession of the AUA brand name for future products – services.
- Exploitation concession of research labs. In any case, the use of any lab must be approved by the Lab Supervisor and not impair the educational and research activity of the University.
- Decision power over the AUA brand name and lab exploitation in case a member of AUA staff does not partake (for any reason) in said enterprise.
SARF AUA may re-evaluate its involvement in said enterprise and withdraw from it for important reason. A re-evaluation period may be designated in the signed co-operation contract.
Alongside SARF AUA, AUA professors and third parties may be involved in the spinoff.
By senate‘s decision the modus and the extent of said enterprises’ involvement is determined. By senate ‘s decision the terms of contract between AUA and the Spinoff are also determined; terms regarding exploitation concessions about the “products” of the founder-researchers of AUA or broadly about involvement in profits or winnings of its commercial activity by exploiting the founders’ procedural knowledge.
C. CREATION PROCESS
For the spinoff-company to be established, first, the Research Committee and second, the Senate must approve it. To receive said approval, the following ought to be submitted:
a) A statute plan of the company-to-be
The submitted statute plan must include at least the fundamental organizational components of the company, meaning: brand name, registered office, legal nature of said company, founders, administration and the trustee of the company, purpose, duration and equity capital.
b) Contract plan between the company and SARF AUA
The submitted contract plan must include:
- The specific provisions of AUA towards the company-to-be (e.g. use of AUA‘s infrastructure etc.).
- The economic provisions of the company towards AUA and the mode of their payment.
- The arrangement of Intellectual and Industrial Property Rights
c) The business plan of the company
The business plan must include a brief description of the strategic economical exploitation of the research that the company aims to evolve.
The Research Committee is able to comprise a three-person committee in order to evaluate the economic-business plan of said company-to-be. Members of this committee can be persons of the academic or business world. For said committee to express an opinion, all of the above shall be rendered under consideration (a,b,c).
