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A primer on Technology Transfer.

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  • w w w. v e n a b l e . c o m

    Charles J. Morton, Jr., Esq.Vasilios Peros, Esq.

    Tech TransferPrimer

    The Venable LLP logo is a U.S. Registered Service Mark of Venable LLP.

  • T A B L E O F C O N T E N T S

    I. Introduction .............................................. 1

    II. Bridging the Gap........................................ 2

    III. Does Your Team have the Right Stuff? ........ 4

    IV. Company Legal Structure .......................... 6

    V. Intellectual Property .................................. 7

    VI. Financing .................................................. 12

    TECH TRANSFER PR IMER

    Charles J. Morton, Jr., Esq.

    Vasilios Peros, Esq.

    The Venable LLP logo is a U.S. Registered Service Mark of Venable LLP.

  • I INTRODUCTION

    The region in and around Washington, D.C. provides a vast wealth oftechnologies developed in our universities and government laboratories and theassociated unique opportunities to commercialize such technologies. The effort tocommercialize such inventions, often referred to as tech transfer, is anincreasingly important part of our regional and national economies. Tech transferis often a critical element in the formation and development of the businesses werepresent. Tech transfer is also an effective alternative for larger, existingcompanies to develop and maintain their technological edge.

    The region in and around Washington, D.C. is the home of over 60government laboratories and universities. Researchers at these governmentlaboratories and universities have historically developed new technology at animpressive pace. Although a portion of such technology may be implemented invarious government programs or university teaching experiences, the majority ofthis technology is not commercialized into products and services that generatepositive revenue streams. Among the reasons for this lack of commercialization isthe fact that the researchers focus in not on such commercialization, but rather onthe task of developing the basic technology. Technology commercialization is timeconsuming and must be done in addition to research and teaching priorities.Furthermore, the more entrepreneurially minded researcher, the university andgovernment lab, typically lack the means, and connections to entrepreneurs andexisting companies, to facilitate the commercialization of technology.

    Furthermore, prior to the 1980s, the government generally retained therights to intellectual property arising out of federally funded research. Under thispolicy, there was no incentive to develop federally financed inventions for thecommercial market. Consequently, inventions through such research simply saton the shelf.

    In early to mid 1980s, the Bayh-Dole Act and its amendments were enactedas Congress perceived the need for reliable technology transfer mechanisms. TheAct enables small businesses and universities to retain rights to materials andproducts that they invent under federal funding and to license such materials tocompanies to facilitate commercialization of technology and development of newproducts. The Act also requires small businesses and universities to share royaltieswith the researcher who invented the technology, thereby motivating the

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    researcher to assist in the technology commercialization. As a result of the Act,many universities and government labs established tech transfer offices andsignificantly increased the number of patents issued to them and the number oflicenses granted to entrepreneurs and existing companies. Although the effortsof the tech transfer offices have resulted in significant increases in tech transfers,there are still vast amounts of technology that could be commercialized.This Tech Transfer Primer summarizes and discusses the basic issues regardingtech transfer. First, we explore bridging the gap between the university andgovernment lab and the entrepreneur. Second, we discuss the critical elements ofan effective team for commercialization of technology. Third, we review thepreferred choices of legal structure for establishment of the underlying business.Fourth, we summarize the basic forms of intellectual property and issues in techtransfer agreements. Finally, we discuss the various options available forfinancing the new venture. In each instance, our goal is to provide a basicoverview. A detailed discussion about these topics and many others implicated bytech transfer efforts, is beyond the scope of this Tech Transfer Primer.

    II BRIDGING THE GAP

    Much has been written about the importance of leveraging the remarkableblend of public and private strengths in the region in and around Washington, D.C.Unfortunately, when the representatives from the disparate camps actually meet, itseems they are speaking different languages. The very folks who could be helpedat local government labs and universities, often discourage the nimble, reactivecompanies that could actually harness what they create. The discouragement isnot intentional, rather it reflects a disconnect in the language of the entrepreneurversus the university or lab employee. Despite noble efforts by tech transferoffices, often the gulf is simply too broad to bridge, and enormous amounts ofresearch and technology remain untapped.

    Professional advisors and carefully crafted agreements are essential tobridge the gap. Advisors can play an important role in helping companies focuson the strategic benefit of potential partnerships and create ways to realize thosebenefits. For example, helping companies understand and value the long-termpotential of a relationship with a research and technology producing

  • organization can, at times, be difficult. Equally challenging may be convincing atechnology transfer officer of the wisdom of licensing technology to a small companywith little experience in product development, manufacturing and distribution.

    In both instances, the benefits may be more significant than either sidewould expect. In the case of the long term potential, small companies strugglingin this difficult economy may find it difficult to invest the time and resourcesnecessary to build a relationship with a university or a government lab. Theuncertain return, perceived insider advantage and fear of the unknown, allconspire to support the status quo. Unfortunately, the real threat to most smallcompanies is an unwillingness to grow. Those that thrive are learning, evolvingand seeking new challenges. It is in that process that they find opportunity.There is no better place locally to exercise that process than in the effort to minetech transfer opportunities. We do mean mine; just as people searched for goldor silver, the local government labs and universities are depositories of wealth tobe extracted. It is often hidden, even disguised, but nonetheless real. Thechallenge for local companies is to find it, dust it off, and reveal its true value.

    The sources of this research and technology are limited by their ownpreconceptions. There are often institutional preferences, real or perceived, ofdealing with larger companies with well-developed design and development teamsand distribution channels. Such companies, however, may not be the best atadapting existing technologies to new applications. They may not be thecompanies that could actually take the research and technology to the next level.

    Carefully crafted agreements between labs or universities and entrepreneurscan also help to bridge the gap. The agreements often provide for modest equity,or at least profit sharing in the specific technology and associated rights beingtransferred. They should define in clear and unambiguous terms the scope of thetransfer and any residual rights retained by the transferor. There must be arecognition built into the pricing of the tech transfer of the seminal role played bythe private sector company in actually commercializing the technology.Reciprocally, the entrepreneur must value the important role played by the actualinventor of the technology and often it is important to forge a workingrelationship with that inventor. In short, like in any successful relationship, it mustbe built on a foundation of mutual respect and an effort to find a structurethrough which both sides win.

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    So today, as you drive past one of our fine universities, or look past the fenceat one of our government labs, imagine the hidden resources that are there. Theyarent on the surface and it may take some time to find the resources that are theright fit for your company, but they are certainly there. With planning andstrategic digging, you may be the one to strike gold.

    III DOES YOUR TEAM HAVE THERIGHT STUFF?

    The road to successful development and commercialization of technologycan be filled with unexpected twists and turns. But fortunately, the road can alsobe very rewarding and profitable. Assembling the right team - the right mix ofindividuals with technical, business and other critical skills - is an essential step tothe successful commercialization of a product conceived in one of our universitiesor government labs and the success of the company that is formed around it.However, scientists and business managers many times speak different languagesand travel in different circles. Despite their efforts, they fail to become part of thesame team, lessening the likelihood of success.

    The successful team will include both experienced technical and businessindividuals and professional advisors. The team must include the scientist and histechnical support team as they hold the knowledge concerning the invention andwill be invaluable in product design, development and manufacture. Equallyimportant, the team must also include a business manager who has expertise inmanaging a company and dealing with a variety of professional advisors andfinancial matters. Finally, professional advisors such as an attorney, accountantand banker are critical to the success of the team.

    The benefits of the right team are significant. The completion of thedevelopment of the product idea and the subsequent product design, testing andmanufacturing will require significant attention from the scientist and thetechnical team. However, other issues regarding business formation, intellectualproperty protection, financing acquisition, hiring of employees and staff, and salesand marketing will require equally focused attention. The business managerworking with the professional advisors must be skilled in accomplishing these tasks.

    The relationship of the scientist and the business manager should becomplementary. They must function well together to succeed, thereby making the

  • day to day relationship between them critical. Documenting that relationship andmaking sure each party understands their role is vitally important.

    Many legal and financial issues will require the focus of the businessmanagers efforts. First, the legal structure of the company must be selected. Thecompanys attorneys and accountants can best advise the company on anappropriate structure that provides a shield against liability, affords beneficial taxtreatment, and facilitates financial investment in the company. Careful planning isrequired to assure that control of the company remains with the foundingstockholders.

    Equally important is the acquisition and protection of the companysintellectual property. Many times, the product idea has been developed by auniversity or a government laboratory. The university or government lab mayhave filed a provisional patent application or may already have been granted apatent on the product idea. Therefore, the company will license the product ideaand the associated intellectual property rights from the university or governmentlab. The companys attorneys should be able to advise effectively the businessmanager in negotiating the terms of such license to acquire the technology for usein a broad territory while containing expenses such as initial licensing fees andannual royalties.

    In the early stages of business formation and product development, thecompany must also pay close attention to the protection of its trade secrets andtrademarks. As the product is developed, the amount of information considered atrade secret will increase. The business manager will want to implementappropriate procedures and legal agreements to protect such trade secrets.Similarly, trademarks that distinctively brand the company and its products willbe developed and need to be afforded adequate legal protection.

    Finally, the company will require financing to achieve its success. Thecompanys accountants can effectively prepare the companys financial statementsand clearly define such capital needs. Moreover, the companys attorneys willguide the business manager to the appropriate sources of capital and through themaze of agreements that will be negotiated before the funding arrives in thecompanys bank account.

    Although there will be an urge to forge ahead alone, the parties involvedmust take time to build the right team. Complemented by experienced business

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    and legal professionals as an integral part of the team, the scientist will increasehis probability of avoiding many of the potholes on the road to success.

    IV COMPANY LEGAL STRUCTURE

    The selection of the appropriate company structure is essential to thesuccessful commercialization of technology. From the early stages of technologycommercialization, the entrepreneur and his business manager must pay closeattention to the selection of the companys structure. The appropriate companystructure provides a shield against liability, affords beneficial tax treatment, andfacilitates financial investment in the company. In addition, careful planning isrequired to assure that control of the company remains with the founding partieswhen the company obtains additional financing from outside sources. A skilledcorporate attorney can help to successfully navigate these rough seas.

    Although there are many choices for the companys structure, the two mostused and desirable forms for early stage companies establishing tech transferopportunities are the S corporation and the limited liability company. First, theselegal structures provide essentially the same shield against liability. The liability ofthe companys stockholders and members will be generally limited to only theamounts that each has invested in the company. This shield from liability isespecially important for the founding parties because it can protect from loss oftheir home and other personal assets. It is important, however, to realize thatlimitations on liability will likely be determined by contracted guarantees that thefounders will be compelled to enter into.

    Second, the selection of appropriate company structure will avoid the issueof double taxation. In the case of both the S corporation and the limited liabilitycompany, income passes through the company to its stockholders and is taxedonly once at the stockholder level. Minimizing taxes, while always desirable, isespecially important to the operations of the start-up company.

    Third, these company structures offer effective managementapproaches. The S corporation will have stockholders, a board of directorsand officers. The limited liability company will have members and can bemanaged collectively by its members, by a managing member or by a board ofdirectors. The entrepreneur and the business manager will typically hold thetop positions of the start-up company.

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    Once the corporate structure is selected, the entrepreneur must pay closeattention to the number of shares the company issues to its founders andinvestors. The entrepreneur may consider selling an interest in the company tohis business manager and several key founding parties or employees, therebygiving them a vested interest in the success of the company. However, the numberof shares sold is critical to assure that the entrepreneur retains control of thecompany. In addition, at some point in the future, the company may pursueadditional financing from outside investors. It is critical that the foundersunderstand what percentage of stock of the company such investors will want fortheir investments and plan its initial stock sales accordingly to assure that theentrepreneur retains control of the company.

    Although the selection of the company structure and the allocation ofinterests in the company may seem like a paper exercise at first, the foundingparties eventually discover that it is essential to effective company operations andto retaining control.

    V INTELLECTUAL PROPERTY

    The acquisition and protection of intellectual property is also essential to thesuccessful commercialization of a government or university product, as well as thesuccess of the company formed around the initiative. From the early stages ofresearch and development, researchers and entrepreneurs must pay close attentionto the protection of intellectual property rights. A lack of understanding of thetechnology and the associated intellectual property rights can lead to anunintended partial or incomplete transfer of the intellectual property rights,creating unplanned hurdles to overcome during product development andcommercialization. In some cases, debates concerning ownership of intellectualproperty rights can make negotiations with a university or government lab for thetechnology transfer difficult, if not impossible. In other situations, the lack ofadequate protection after the technology transfer can limit the value andprofitability of the product. A skilled intellectual property attorney can help tosuccessfully navigate these rough seas.

  • The basic forms of intellectual property rights include trademarks,copyrights, trade secrets and patents. Each form of intellectual property providesits own group of rights and scope of protection. One form, or a combination offorms, of protection will typically be implemented.

    A trademark is generally a word, phrase, symbol or design used to identifyand distinguish the source of goods or services from its competitors. Examples oftrademarks include Microsoft for computer operating systems andCompaq for personal computers. Trademark law protects the consumersability to accurately ascertain the source of goods and services and protects thegoodwill associated with products and the businesses for which the marks areused. A trademark should be distinguished from a copyright that protects anartistic or literary work and from a patent that protects an idea or invention.

    Although one can use a mark without federal registration, there areadvantages to federal registration of the mark. For example, the person whoobtains federal registration of a mark is presumed to be the owner of the mark forthe associated goods and services and is afforded exclusive nationwide use of thatmark within a recognized scope of business. Accordingly, such person can preventother parties from using marks that are confusingly similar to its mark. The markmust be used either in interstate commerce or the person must have an intent touse the trademark in order to be afforded federal registration. Federal registrationalso provides other significant advantages, such as increased damages, to a partyinvolved in a court proceeding involving matters such as trademark infringement.

    To best achieve protection of its marks, the company should implement acoordinated trademark strategy. The company should seek the advice of anexperienced marketing professional who, working with the entrepreneur and histeam, should develop options concerning the branding and marks for thecompanys new products. The companys attorney should perform a trademarksearch to assure that the selected marks for the product are not similar to, and donot infringe upon, the marks of another party. The companys attorney shouldthen file for federal protection of the selected marks.

    A copyright protects artistic and literary works. Copyright protection for awork is generally afforded to those works that fall under the following subjectmatter categories: literary works; musical works (including lyrics); dramaticworks (including music); pantomimes/choreographic works; pictorial, graphic,

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  • and sculptural works; motion pictures/audiovisual works; sound recordings; andarchitectural works. These definitions are flexible. For example, such assets assoftware code, manuals, screen displays, audiovisual works and sound recordingsmay be afforded copyright protection.

    A copyright in a work is created immediately if the work is original, fixed in atangible medium of expression, and within the protected above subject mattercategories. For example, in the case when an author writes a book, the copyright iscreated upon the placing of the words on the paper. While there is no formalrequirement for an owner of a copyright to file an application seeking to register acopyright, it is highly recommended.

    Copyright owners enjoy several exclusive rights, including the right toreproduce the copyrighted work; distribute copies of the copyrighted work;prepare derivative works based on the copyrighted work; perform the copyrightedwork publicly; and display the copyrighted work publicly. The creator may alsoassign his rights in the copyrights to other parties or license use of the copyrightsto third parties. The creator is granted the exclusive rights for varying lengths oftime, generally for authors life plus a specified time period.

    It is important to note that only the copyright owner has the right to create aderivative work - a work based on, or in other words, derived from, pre-existingcopyrighted material. It consists of a contribution of original material to a pre-existing work so as to re-caste, transform, or adapt the pre-existing work. Forexample, modification of copyrighted software or the enhancement of data in adatabase are derivative works.

    The intellectual property attorney should carefully review the copyrightsassociated with the product and the technology transfer from the university andgovernment lab. Because copyrights are created without registration requirements,the university or government lab will typically own the copyrights in thetechnology being transferred.

    A patent generally protects inventions and ideas. A utility patent is the mostcommon and covers new and useful inventions of a process, a machine, an articleof manufacture, a composition of matter or a useful improvement to the aboveitems. Examples of inventions for a utility patent include medical devices,chemical compounds, processes for manufacturing electronic components, andsoftware-related inventions. More recently, patents have been allowed for

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  • business methods that involve a procedure or process to perform some businessfunction. For example, a patent can be obtained for a new means of marketingand distributing a product by electronic commerce using the Internet. A patentshould be distinguished from a copyright that protects an artistic or literarywork but not the ideas in such work.

    A patent granted in the United States provides the owner the exclusive rightto prevent others from manufacturing, using, importing, offering for sale, orselling the invention in the United States. These rights also include the right toprevent others from importing the invention into the United States. Accordingly,any technology transfer which is based on patents generally requires a license ofthe underlying patent rights. The university or government lab must have clearprocedures for the disclosure of new inventions and technology. Carefully craftedemployment related agreements should be implemented to assure that theuniversity and government lab does own the intellectual property rights beingtransferred. Without such employment agreements, there could be confusion overwho owns the work.

    The entrepreneur and his attorney must carefully review the technologytransfer agreements to assure that the license includes all of the patent rightsrequired for the operations of the entrepreneurs company. The technologytransfer agreements can license all, or only a portion, of the total patent rights heldby the university or government lab. Many times, the license granting patentrights will be limited to a specific geographical territory and to a specific field orindustry. In addition, the license will typically require the payment to theuniversity or government lab of an initial licensing fee and an annual royalty feebased on the sales of the company. It is critical that the entrepreneur and his teamunderstand the terms and conditions of any license and the associated impact onthe companys revenues and growth.

    Inevitably, the company will also develop its own new inventions and ideas.To best achieve protection of such patentable inventions and ideas, the companyshould implement a coordinated patent strategy. The company should implementappropriate policies for disclosure of new ideas and inventions as well as carefullycrafted employment related agreements which place ownership with the company.The company should also seek the advice of an experienced marketingprofessional who, working with the entrepreneur and his attorney, should

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  • determine which of the many ideas and inventions should be submitted forformal patent protection. The companys attorney should perform a patent searchto assure that the ideas and inventions do not infringe upon the patents of anotherparty and, if appropriate, then file for the patent application.

    Trade secrets are protected by keeping the ideas, inventions and otherconfidential information not generally known to the public. Under the UniformTrade Secrets Act (UTSA), a trade secret is any information, including a formula,pattern, compilation, program, device, method, technique or process that deriveseconomic value from its secrecy and is the subject of reasonable efforts tomaintain its secrecy.

    An entrepreneur can invest significant amounts of money and time in thedevelopment of new products, processes and customer lists. The entrepreneur isthen faced with the question of whether to protect that intellectual property undera patent or copyright statute or to maintain the intellectual property in aconfidential manner as a trade secret. The determination of which course to takeis a challenging one, requiring the entrepreneur and his attorney to weigh theeffect of public disclosure under patent and copyright laws with the companysability to maintain secrecy and commercial value through treating the inventionor idea as a trade secret.

    There are several reasons why trade secret protection may be favored overpatent protection. First, patents are given monopoly rights of limited duration,whereas trade secret rights persist as long as their secrecy is maintained. Thepotential for unlimited duration of rights is an attractive attribute of a trade secret.Second, a trade secret inherently is not disclosed to the public, leaving no trail forothers to follow. One of the primary effects of patent protection is to provideothers with a clear blueprint of the invention. Third, as with a copyrightprotection, the trade secret protection is immediate. In contrast, the process ofpatent application and issuance can take several years. Trade secret protectionmay be the only viable approach if the anticipated period of commercial value ofan invention is a very short one.

    It is a good practice to obtain an employees written acknowledgement of theconfidentiality of the companys information and agreement to not disclose suchinformation. Similarly, such an agreement should be implemented when sharingtrade secret and confidential information with a third party. However,

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    confidentiality agreements with employees may not be enough to ensure tradesecret protection. The company should implement a trade secret protectionstrategy that also includes: (1) limitations on access to trade secrets, (2) specialsecurity for areas in which materials containing trade secrets are stored, (3)specific procedures for monitoring access to materials containing trade secrets,and (4) the implementation of firewalls and security software to protect againstunauthorized access to network systems.

    Although there will be an urge to complete quickly the technology transferagreement and product development, careful review and understanding of theintellectual property issues associated with the product and the technologytransfer are critical to negotiating a complete and cost effective deal with theuniversity and government lab. Continued monitoring and implementationof an intellectual property strategic plan will maximize the value of theseintangible assets.

    VI FINANCING

    As with any other business, the development of a business, even a product,fueled by a technology transfer requires financing. Working capital is a necessarytool for any developing business. In this regard, companies built upontechnology transfers are no different. Capital is needed for such companies to turnideas into a product and to build the team to turn the product into profits.

    Financing for businesses comes from an array of sources, from the foundersto public sources. It also comes in many different flavors, from debt to equity andmany permutations of the sources and flavors. When looking for ways tofund technology transfer opportunities, entrepreneurs should carefullyconsider all the options.

    It may be axiomatic to suggest, but nonetheless it is important sometimes tostate the obvious, that the first place all businesses should look for funding is withits owners. No one is as likely to see the value in the vision as those who conceivedit. And, no one should be prepared to invest in the business if the owners are not.

    Assuming owners are prepared to make a significant commitment to thebusiness, there are an array of governmental funding sources that encourage

  • linkages between public sector laboratories and private sector business. Some ofthese, such as Marylands Industrial Partnerships (MIPs), do so as an explicit partof their mission. Others, such as the Small Business Innovation Research(SBIR) program, do so as a natural consequence of their mission. They exist atboth the federal and state level and run the gamut from grants to equityinvestments.

    Federal programs include the SBIRs. SBIRs provide varying levels of support,from a phase one grant with a maximum investment of $100,000 to much more insubsequent phases. These dollars are designed to help in the development, testingand commercialization of technology in specific fields. Applications for fundingthat reflect partnerships between public laboratories and private business farebetter than others. These funds, which are not required to be paid back and do notinvolve the purchase of equity by the government, are arguably the best money anycompany can receive.

    States sponsor a number of programs that can help to give such ventures aboost. For example, developed by the Maryland Department of Business andEconomic Development (DBED), the Challenge Investment Fund and EnterpriseInvestment Fund Program, offer staged equity investments of not more than$150,000 and $500,000 respectively. Relatedly, MIPs and the MarylandTechnology Transfer Fund provide research dollars to engage a professor tocommercialize technology developed at a Maryland college or university. Thismoney, which is attached to a modest royalty stream for the funding source, isanother inexpensive source of working capital.

    Although these programs may seem difficult to understand, and here we haveonly touched on a handful of those that exist, it is worth the investment of time tolearn the ropes. In this funding climate, all sources of capital are difficult tonavigate. Governmental sources exist for the explicit purpose of helping to developbusiness opportunities. As a result, it should come as no surprise that suchmoney is typically far less expensive than funds from other sources.

    The programs, however, should not be viewed in a vacuum. Traditional debtsources, such as senior debt from banks, even SBA backed loans, cannot beforgotten. Nor can subordinated debt from mezzanine funding sources. Thechallenge is to orchestrate these sources of funds into a something that works foryour company, not something that only works on the blackboard.

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  • For an equity investment to be attractive, companies will have todemonstrate a unique market edge in a potentially significant and lucrativespace and an ability to achieve the desired results. The ability to protect themarket edge through proprietary technology and intellectual property isessential. Management teams with a history of success are far more likely toreceive funding. Anything that can be done to speed the path to profits andto protect the business model along the way, will enhance the possibility ofsecuring funding.

    This is where technology transfer opportunities provide an edge. Theability to leverage proven technology dramatically reduces risk and thereforeincreases the likelihood of funding. By working to commercialize atechnology that has already been vetted in a government or universitysetting, a company can enhance the chances of success.

    Even with the deck stacked in favor of funding, many challenges willremain, including valuation, timing, the desire not to sell at too low a price,and general hesitancy on the part of investors. That is one of the reasons thatnon-equity based investments, or creative joint ventures, may provide anattractive alternative under the right circumstances. While the structure ofsuch relationships is limited only by the creativity of those setting them up,working with suppliers and customers can often provide a source of fundingwith which a company can grow. Common relationships vary fromencouraging favorable payment terms from customers and vendors whoprovide, in essence, the capital necessary to do a particular job; to obtainingprototypes in exchange for some future interest. Relationships withcompetitors with existing sales channels, may also provide an unexpectedopportunity to take advantage of the infrastructure created by someone else.

    Again, while joint ventures are common in many settings, in the arena oftechnology transfer they can be particularly helpful. The nature of thetransferred technology and its level of maturity will obviously affect theability to create these relationships. Nonetheless, in almost every instance,the credibility and intellectual power behind a technology being transferredout of a university or government lab will enhance its attractiveness topotential partners.

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  • Technology transfers will continue to play an important driving forcein our regions economy. In order for the full promise of this opportunityto be realized; however, there must be adequate funding to permitcommercialization efforts to thrive, not just survive. Individuals who areworking with technologies should look for opportunities to creatively obtain thefunds needed to fuel the growth of their business. With discipline, hard workand the right technology, good things are certain to come from the effort.

    Biographies

    Charles J. Morton, Jr. is a partner at the law firm of Venable LLP. He wasrecently recognized as one of the best lawyers in Baltimore when it comes toadvising entrepreneurial firms. His practice focuses on representing suchfirms and the men and women who own and invest in them. He hasextensive experience working with the universities and government labs andteaches technology transfer at the Johns Hopkins University.

    Vasilios Peros is an associate at the law firm of Venable LLP. He focuses hispractice on business transactions, corporate law, intellectual property law andtechnology. His previous experience includes over fifteen years as anengineer and manager at a Fortune 100 corporation. He teaches intellectualproperty law at the Johns Hopkins University.

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