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UIDP Developing Web-Based Tool to Speed Industrial-Academic Research Negotiations


Anthony Boccanfuso
Executive Director
University-Industry Demonstration Partnership
NAME: Anthony Boccanfuso
TITLE: Executive director, University-Industry Demonstration Partnership; Senior director of strategic alliances, College of Engineering and Computing, University of South Carolina
BACKGROUND: Director for research and economic development, University of South Carolina; Science policy fellow, American Chemical Society; variety of positions at National Science Foundation, National Institutes of Health, and PricewaterhouseCoopers; PhD inorganic chemistry, University of South Carolina
Corporate sponsorship of academic research projects is at an all-time high, but the guiding principles of these two entities hangs in a “healthy but tenuous” balance, according to the University-Industry Demonstration Partnership, a non-profit working group of US universities and businesses convened by the National Academies.
While the guiding principles for each group are not mutually exclusive, the differences between them can significantly stall or even break down research collaboration negotiations between industry and academia. In fact, according to UIDP, negotiations tend to be derailed by the same divergence in principles time and again.
To address this issue, UIDP is currently developing a web-based tool called TurboNegotiator that it hopes will speed research collaboration negotiations between industry and academia by identifying common areas of disagreement between the groups and attempting to bridge those differences.
UIDP executive director Anthony Boccanfuso, who is giving a presentation on TurboNegotiator at the 10th Annual National Institutes of Health SBIR/STTR Conference this week, took a few moments earlier in the week to discuss the project with BTW.

What is UIDP’s mission?
The mission of UIDP is fairly simple and straightforward: to advance university-industry research collaborations through the development of better tools. We focus on projects that will support that mission.
Does the mission include facilitating intellectual property and licensing agreements?
We’re focused more on the research agreement part of the space, when two or more parties come together and want to do a project, and have to work out the terms associated with that agreement. Obviously intellectual property that either has [been] or may be created is a critical piece of that, but it is not the focus of the UIDP. There are lots of groups focusing on the aspects of that relationship, and we tend to focus a little bit earlier in the process, which is the agreement phase.
How has UIDP facilitated industry-academic collaborations to date?
We’re a relatively new organization – we just started our third year of existence. The TurboNegotiatior was the first project that the membership decided to take on. Our project process is really driven by the members. When they identify a need that they would like to pursue, they bring it forward. We actually have just recently approved a project process that allows members to propose projects.
We do have ongoing projects in a couple of other areas. We’ve just taken steps to develop some type of niche agreement process; and we’ve also been looking at practices that can be used by large-scale university-industry research centers. We’ll continue looking at projects that the UIDP members feel there is a need to pursue.
Who conceived of TurboNegotiator, and what was the inspiration for it?
The UIDP was created by a small, interested, and active group of universities and companies that saw there was a lag in the time from project conceptualization to the time that projects were realized. A lot of this was due to negotiations that took place around research agreements in areas such as IP clauses, indemnification, publication, and so forth.
These universities and companies got together and said that they would be willing to invest some of their financial resources and, more importantly, their time and sweat equity, in trying to develop tools to advance that.
The first project this group decided to take on was TurboNegotiator. It’s not a software tool as much as it is a tool to identify approaches to solving some of the complex issues associated with research agreements. We’ve identified areas which we find typically slow down the process of coming to an agreement in a sponsored research agreement between a university and industry member. We’ve [had] experts from various types of industry [and] various sizes of university spend literally thousands of hours trying to come up with different ways of looking at these issues; and to come to some kind of consensus on approaches that can be used when negotiating these arrangements.
The real drivers behind this were the companies and universities within UIDP, who wanted to facilitate and catalyze the current agreement process by identifying areas of agreement and … areas of [dis]agreement; and then focusing on those areas of [dis]agreement – not wasting time on the areas people have already often agreed upon.
What are some of the major areas you identified as stumbling blocks?
There are some areas that we think everybody would agree are problem areas. We’ve taken on five of these areas: statement of work, publications, indemnification, other research results, and background IP. Those have really been the foci of this initial endeavor. We can certainly add clauses where there might be other challenges, but those are the five we’ve decided to focus on at this point.
We’ve come up with consensus statements in four of those five areas, but the last one is the thorniest, which is background IP.
Why is that?
When companies enter an agreement with a university, they want to have some assurance that the university’s entire knowledge base in that area is made aware to them, so they can effectively determine how to negotiate a license or research agreement. [This] affects potential valuation and affects things going forward.
[Universities] are large organizations, many of which have multiple campuses, or multiple departments with overlapping areas of research interest. It’s very difficult for a university to perhaps know everything that is taking place in their organization at a given time.
For example, someone may be doing work in the area of, let’s say, a new medical device. Someone at the university’s medical school might be pursuing this, [and] the university might be trying to enter them into sponsored research with a company. But there may be somebody in a totally different department – chemical or mechanical engineering, or chemistry, or biology – who is also doing work in this area that the university may not know anything about, because there hasn’t been an invention disclosure; or there hasn’t been funding from any outside source. The company wants some assurance that the university makes them aware of those types of projects.
There is no malice – it is just a question of the ability of the university to identify all of the IP it may have in an area, while also trying to make sure that even if it does know about those overlapping interests that they’re not infringing upon ongoing relationships.
It’s very challenging for companies and universities to determine what to do with background IP.
This is an area that the UIDP is still working to try and facilitate?
Exactly. We’ve been working very hard. Out of those five consensus documents – which are really the heart and soul of TurboNegotiator – we’ve completed four of the agreements, and we are now pursuing the background IP. I’m confident we will wrap that up in the next several months.
TurboNegotiator almost seems like a collection of case studies that people can use to guide future agreements. Can you give me a made-up example of how this tool might be applied in a specific university-industry sponsored research negotiation?
The real value of TurboNegotiator is around the intellectual input from the various people that have helped develop the consensus documents. Rather than giving you a made-up example, I will give you a specific way that we see this tool being deployed.
If a university and company are considering entering into a research agreement, TurboNegotiator would be deployed by both parties by looking at that specific project, and filling out, in a sense, an online questionnaire, and getting responses from each party as to what they envision is associated with that project.
For example, they would [enter] their perspectives on the statement of work; on publications; on the likelihood of commercialization – a whole series of issues. There is a whole series of [questions] for which they would enter information to provide the most comprehensive and thoughtful approach to this document.
For those parties entering those answers, we would then use the software to identify areas of agreement and disagreement, and tell the parties that these are the areas where they should focus their efforts, and give them some recommendations for how they could potentially address their disagreements.
Again, it is really a way to triage out the areas of agreement, and most quickly address areas where there is disagreement between the parties as to what the likely outcome should be.
UIDP has member organizations that have different research strengths, different sizes, and operate in different industry segments. Will there be different versions of this tool for organizations in different industry sectors like biotech, IT, engineering, et cetera?
We’ve tried to focus on developing consensus statements that have universal applications by having multiple answers. We don’t see a one-size-fits-all answer. If you and your counterpart were to put your responses online, we’re not going to spit out a standard, stock answer that we recommend be used by all parties for all agreements. Our focus is, once again, on providing thoughtful approaches that can be utilized by the parties to address the specific issue.
We’re not going to say that if you agree to use TurboNegotiator that this should be your response. We don’t think that is the best approach. We really want people to focus on the areas of agreement and disagreement; and then have us provide some guidance as to what may or may not be potential approaches – we think that’s where the value is.
When it comes to various disciplines – IT, manufacturing, or biotech – we do think there is broad applicability for the approaches that we’ve developed.
Will there be a fee to use this service?
We are a not-for-profit organization, and we are not looking to make money from this. We do know there will be some cost to develop and maintain this. We don’t envision at all charging UIDP members that wish to use this, expect for perhaps maintenance. We really want this tool to be broadly used and to be shared with organizations that can benefit from it. Frankly, we think that there is a lot of potential for this to be used across many organizations.
I personally think that the small business community can especially benefit from the use of this tool, because of their unique qualities. We certainly want to make this available to as many people as possible, though.
So it’s possible that you will use this tool as an incentive for organizations to join the UIDP?
That’s right – or, other sponsoring organizations that would like to offset the cost of development, and then we would make it available to their partners or members. One of the goals or missions of UIDP is to advance American competitiveness. If we can speed up the agreement process between companies and US-based universities, we think we will have done a great service to the country, really helped advance our universities’ ability to maintain their competitive advantage, and frankly, help these companies that sponsor work at universities.
How have you funded the development of this so far?
So far we’ve used internal funds to develop this. Let me be clear – the part of this that cannot be bought is the intellectual capital that has been devoted to this project by the UIDP members. We’ve literally devoted people years to developing this tool. The software can be developed – that is not the hard part. It is coming to an agreement on the areas that these research agreements typically cover. We’re very proud of our members that have been willing to devote sweat equity to developing this tool.
You are currently selecting a web developer for this, and hope to have a beta version by December, correct?
Yes. We’ve received proposals. We’re making recommendations to the executive committee for selection of a vendor, and we should have that done within the next month.
Do you expect the UIDP member organizations to beta test the tool?
Have you thought about how you might try to get others interested in this outside of UIDP?
We think that if we’re successful, people will reach out to access the tool. If you are able to speed up the process of negotiation for one agreement per year by using TurboNegotiator, it is certainly worth the time and effort to develop this. Time is money. We will make it available to as many people as want to use it. Our members also represent the leadership of many other organizations within academia and industry, and we know that if we are successful, it will generate high demand among those organizations, because we know there is a need for it. The question is: can we generate a tool that is actually useable?

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