News Article

Date: Jun 16, 2011
Source: ( click here to go to the source)

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THE
UNIVERSITY
OF
MICHIGAN
REGENTS
COMMUNICATION
ACTION
REQUEST
.
Subject:
Option
Agreement
between
the
University
of
Michigan
and
FlexDex
LLC.
,
Action
Requested:
Approval
of
Option
Agreement
Preamble:
A
statutory
conflict
of
interest
situation
was
identified
by
the
Office
of
Technology
Transfer
while
reviewing
the
technology
transfer
agreement
that
then
triggered
a
review
by
the
Medical
School
Conflict
of
Interest
Board.
A
plan
for
management
of
the
possible
risks
associated
with
the
conflict
of
interest
was
then
developed
and
approved
by
this
Board.
This
proposed
option
agreement
("Agreement")
falls
under
the
State
of
Michigan
Conflict
of
Interest
Statute
because
Professors
James
Geiger
and
Shorya
Awtar
are
both
employees
of
the
University
of
Michigan
("University")
and
partial
owners
of
FlexDex
LLC
("FlexDex").
The
law
permits
such
an
Agreement
provided
it
is
disclosed
to
the
executive
officers
and
approved
in
advance
by
a
2/3
vote
of
the
Regents
of
the
University
ofMichigan.
Background:
Dr.
Geiger,
a
professor
in
Surgery,
and
Dr.
Shorya
Awtar
a
professor
in
Mechanical
Engineering,
are
the
partial
owners
of
a
for-profit
company
called
FlexDex
(the
"Company").
FlexDex
was
formed
recently
to
commercialize
minimally
invasive
surgical
tool
and
desires
to
obtain
an
option
for
an
exclusive
license
from
the
University
of
Michigan
to
the
University's
rights
associated
with
the
following
technologies:
UM
OTT
File
No.
3864,
entitled:
"Minimally
Invasive
Surgical
Tool
with
Enhanced
Dexterity"
(Geiger,
Awtar,
Patrick
Quigley,
Andrew
Mansfield)
The
Office
of
Technology
Transfer
selected
the
Company
as
a
University
partner
and
negotiated
the
terms
of
the
proposed
Agreement
in
accordance
with
University
policy
and
its
accepted
licensing
principles.
Parties
to
the
Agreement:
The
Regents
of
the
University
ofMichigan
and
FlexDex.
Agreement
Terms
Include:
Agreement
terms
include
granting
the
Company
an
option
to
obtain
an
exclusive
license
with
the
right
to
grant
sublicenses.
The
Company
will
pay
an
option
fee
and
reimburse
patent
costs.
The
University
will
retain
ownership
of
the
optioned
technology
and
may
continue
to
further
develop
it
and
use
it
internally.
No
use
of
University
services
or
facilities,
nor
any
assignment
of
University
employees,
is
obligated
or
contemplated
under
the
Agreement.
Standard
disclaimers
of
warrantees
and
indemnification
apply,
and
the
Agreement
may
be
amended
by
consent
of
the
parties,
such
as
adding
related
technology.
University
procedures
for
approval
of
these
changes
will
be
followed
and
additional
conflict
of
interest
review
will
be
done
as
appropriate.
Pecuniary
Interest:
The
pecuniary
interests
of
Drs.
Geiger
and
Awtar
arise
from
their
ownership
interest
inFlexDex.
Net
Effect:
The
Office
of
Technology
Transfer
has
negotiated
and
finalized
the
terms
of
a
worldwide
exclusive
option
agreement
for
patents
related
to
UM
OTT
File
No.
3864.
FlexDex
will
obtain
use
and
evaluation
rights
to
the
above
listed
University
technology.
Recommendations:
This
matter
has
been
reviewed
and
approved
by
the
Medical
School
Conflict
of
Interest
Board
and
a
plan
has
been
developed
to
manage
the
potential
risks
associated
with
the
conflict
of
interest.
In
light
of
this
disclosure
and
our
finding
that
the
Agreement
was
negotiated
in
conformance
with
standard
University
practices,
I
recommend
that
the
Board
of
Regents
approve
the
Option
Agreement
between
the
University
and
FlexDex.
Respectfully
submitted,
Stephen
R.
Forrest
Vice
President
for
Research
June
2011