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Posts Tagged ‘Intellectual property’

By Marielle Voksepp
Your idea, protected
Your idea, protected

Patents create value for your company: they exclude other people from doing exactly what you’re doing,  generate income through royalties and attract investors to your portfolio.

A few words of advice from Gowling’s patent agent Victoria Heppell:

“Intellectual property gives you the freedom to operate and practice your own invention.” But are there people that may block you from doing so? Do some searching to see what other patents and applications are out there – you don’t want somebody else to come forward and gain partial ownership of your idea.

“Obtaining IP is an expensive process.” Look for cost effective strategies and find ways to reduce some of these costs. Take a look at where the markets are and what strategies exist for filing.

In life sciences, IP is mostly focused on patents and trademarks.  For more advice on deciding what to patent, check out these five tips:

Reposted from MaRS

Marielle works as part of the education team at MaRS. She helps entrepreneurs get access to business resources both online and in-person.

The RIC blog is designed as a showcase for entrepreneurs and innovation. Our guest bloggers provide a wealth of information based on their personal experiences. Visit RIC Centre for more information on how RIC can accelerate your ideas to market.

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By Marielle Voksepp
Can you keep a secret? Like your IP?Can you keep a secret? Like your IP? 

IP comes in many forms: it can be a formula, program, device, a business process or information.  As tempting as it is – don’t share your idea with the world: you want to keep it a secret.

In this week’s Entrepreneurship 101 lecture, Arshia Tabrizi summarizes the pros and cons of intellectual property in a concise and straightforward manner. He also answers the questions How do I get IP? How do I keep it? And how do I use it?

Watch the lecture video to learn what you need to know about:

  1. Non-disclosure agreements
  2. Patents
  3. Copyright
  4. Trademarks

Need help figuring out how intellectual property fits into your overall business model? Make use of the resources below to properly exploit your innovations. Avoid making common mistakes by watching this Hot Tips video.

Downloads and Resources:

Reposted from MaRS

Marielle works as part of the education team at MaRS. She helps entrepreneurs get access to business resources both online and in-person.

The RIC blog is designed as a showcase for entrepreneurs and innovation. Our guest bloggers provide a wealth of information based on their personal experiences. Visit RIC Centre for more information on how RIC can accelerate your ideas to market.

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No business can hope to succeed unless its intellectual property is well protected. Do you know the best strategy to protect your IP? In this seminar our expert panel will cover basics of IP and different strategies to best protect it. We will also look into how businesses can access academic institution IP.

Join us for Intellectual Property: Protecting What’s Yours at our “Growing Your Business” breakfast event series 7:30 to 10 a.m., Wednesday,  February 16 at the University of Toronto Mississauga’s Faculty Club

Our guest speakers include:

Fabio Almeida, Senior Technology Manager
University of Toronto Innovations and Partnership Office,  is a Senior Technology Manager in Physical Sciences and Engineering with the University of Toronto Innovations & Partnerships Office, where he works with researchers, entrepreneurs and investors to commercialize university inventions. He has been an academic researcher and lecturer, a manager of R&D and product development for public companies, and directed several collaborative projects with national labs and multinational companies. He holds a Ph.D. in Physics from Cambridge University, an Executive MBA from the University of Toronto, a M.Sc. in Optics, and undergraduate degrees in Electronics and in Physics.

Grant Tisdall, Partner and Patent Agent, Gowlings Intellectual Property Group,  is a registered patent agent in Gowlings’ Intellectual Property Group, Toronto and Waterloo region offices. Grant drafts and prosecutes patent applications mainly before the Canadian, United States and European patent offices, with an emphasis on drafting originating patent applications for computer software and medical systems. He also advises clients on managing their intellectual property portfolios and coordinating their R&D activities. In addition, he has experience in European oppositions and in preparing infringement, validity and patentability opinions.

Doug Moffat, President and CEO, True Voice Technologies Inc.,  is the founder, President and CEO of True Voice Technologies Inc., an innovator of speech enabled solutions for the internet, mobile and telecom industries. Over the past 15 years, Doug founded ConverTec, a telecom software developer on the Nortel Networks platforms and Tomkin Communications a Nortel Networks telecommunication hardware/service vendor. Both companies were successful, had innovative products and services, quality management teams and were pioneers in their respective industry. Doug believes the recipe for a successful high-tech business venture is the combination of blue ocean products, creative talent, correct decision making and the right attitude.

The Research Innovation Commercialization (RIC) Centre and the Ontario Center for Environmental Technology Advancement (OCETA) jointly host the 10-event series, which runs from September to June 2011. Gowlings is the session sponsor.

For a complete schedule visit riccentre.com

Pre-Registration $25, Pay at Event $30 (covers breakfast and parking). To register, visit www.riccentre.com.

For more information, contact Shantanu at shantanu@riccentre.com or at (905) 273-3530.

The RIC blog is designed as a showcase for entrepreneurs and innovation. Our guest bloggers provide a wealth of information based on their personal experiences. Visit RIC Centre for more information on how RIC can accelerate your ideas to market.

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By Jeremy Grushcow

An article in the Hindu Business Line says the Indian Drug Manufacturers’ Association is lobbying heavily to keep data protection and other innovator-friendly IP provisions out of the free trade agreement being negotiated between India and the EU. But, with Glenmark and Jubilant on the rise, and with even Biocon carrying the R&D water in its deal with Pfizer, demands for IP protection from domestic constituents are bound to be increasingly loud.

Keep an eye on the progress of the free trade talks, continuing with the India-EU summit this week. Apparently, the main gaps are: the percentage of tradable goods that are tariff-free; a sustainable development clause; and the IP issues noted above. We’ll see how hard India pushes to keep IP out of the picture.

Re-posted from the Cross-Border Biotech Blog

Jeremy Grushcow is a Foreign Legal Consultant practising corporate law at Ogilvy Renault LLP. He has a Ph.D. in Molecular Genetics and Cell Biology. His practice focuses on life science and technology companies.

The RIC blog is designed as a showcase for entrepreneurs and innovation. Our guest bloggers pro vide a wealth of information based on their personal experiences. Visit RIC Centre for more information on how RIC can accelerate your ideas to market.

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Keep your Intellectual Property Close is the subject of the next Growing Your Business seminar, held March 10 at the LIVING ARTS CENTRE, Bank of Montreal Theatre.

These monthly seminars are hosted by RIC Centre (Research Innovation Commercialization Centre) and the Ontario Centre for Environmental Technology Advancement (OCETA).

The featured speakers include Anthony de Fazekas, Miller Thomson LLP, Don Waugh, PCA Services Inc. and Paul Blanchard, NuCove Group of Companies.

Anthony de Fazekas, Partner, Miller Thomson LLP drafts original patents in the software, e-commerce and mechanical areas. This includes firm-specific intellectual property protection strategies and trade mark advice. He also has experience in managing intellectual property issues related to corporate transactions, including large mergers and acquisitions. Anthony will discuss how and when to cost effectively protect your IP.

Don Waugh, Co-Founder & Chief Executive Officer, PCA Services Inc. is responsible for leading the strategic direction of the company. Prior to the start up of PCAS in 2006, he had built three successful technology companies – Quarsametrics, a developer of storage systems for the computer market place founded in 1994; Coolwater Ltd., an Internet access and marketing company, whose clients included Royal Bank of Canada and JVC Canada; and Echoworx Corporation, a pioneer in secure email technology founded in 2000. In addition to his current responsibilities with PCAS, Don is Chairman of the Board of Applied Recognition Inc., a company that specializes in the application of face recognition technology.

Paul Blanchard, Founder, President & CEO, NuCove Group of Companies is the founder, president and CEO of NuCove Group of Companies. Having completed a 10 year career in IBM in 1991, Paul went on to pursue entrepreneurial opportunities in environmental technologies. He co-founded a private Canadian company and secured the North American rights to a patented German technology that converts organic waste into compost and renewable energy. Paul Later left and formed NuCove Development Corporation which has established itself in the Canadian marketplace as a provider of environmental products and services.

Don’t miss this opportunity to better understand Intellectual Property.

Registration is available through the RIC Centre website. Poster.

Check in and breakfast will start promptly at 7:30 at the LIVING ARTS CENTRE
Bank of Montreal Theatre, 4141 Living Arts Drive, Mississauga, ON L5B 4B8

For further details about this event please contact: shantanu@riccentre.com

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Reposted from Maple Leaf Angels

By Craig Hayashi

I thought I would write a couple of posts on legal issues start-ups should be aware of early in their lifecycle. In particular I wanted to cover some issues, that if not handled correctly, can have a detrimental impact at a later stage in the company’s life such as when they are looking for outside financing.

I recently met with Joe Milstone, partner and co-founder of Cognition LLP. Cognition is quite active in the start-up space in Toronto. They work with start-ups by offering a dedicated lawyer to act in the role of in-house counsel on a fractional, as-needed basis, and at a cost that is about a half to a third of a more traditional business law firm.

Craig: Joe, thanks for taking the time to talk with the StartupNorth readership today. Before we start, I guess we should get the formalities out of the way by stating everything we will cover today is meant as general information only and not meant to imply specific legal advice. For this post, I thought we would talk about intellectual property. From an investor standpoint, intellectual property can be a very strong factor in how an investor values a company and forms a big part of their decision in the company’s investment worthiness. When people think about intellectual property, the first thing that probably comes to mind are patents. However, there are many other aspects relating to the ownership of intellectual property that a start-up needs to ensure are in properly place, correct?

Joe: That’s right. Most start-ups will use their own employees, outside consultants, and external vendors to help create a product. Intellectual property ownership rights need to be clearly spelled out in all of these relationships to ensure when a company goes to file a patent, seek investment or often even to complete and comply with their own sales and marketing documentation, that there is no possibility that an outside entity can stake claim to their intellectual property. We work with companies when they are at the stage when they are looking for angel or VC financing and also when they are targets of acquisition. We know that investors or acquirers will look for this in their due diligence so we advise our clients to ensure they have a strong foundation from the start.

Craig: Ok, let’s start with employees. If you have an employee on payroll, doesn’t general law cover this off and give the employer rights to any intellectual property they may develop while employed?

Joe: That is correct as a broad and general proposition, however it is best practice to get an employment agreement in writing that will cover off this and other aspects that can have a determinant on the success of a company. For example, there are certain slippery residual rights that all inventors of intellectual property retain, whether they are employees or not, and that if not handled correctly, can impede what a company can do with the intellectual property. Also, without a specific employment agreement there will be more grey areas that everyone wants to avoid. Like what if one of their employees works on their own computer/equipment on their spare time – the employee may stake claim that some of the intellectual property is his or hers. Additionally, we have also run into situations where everybody in the company has an employment agreement except the founder. This covers the founder’s interests when he or she owns all of the shares, but when outside entities are looking to make an investment, they are obviously investing in the company as an entity, not the founder.

Craig: What about non-competes?

Joe: From a company’s standpoint, the knee-jerk reaction is to seek a broad non-compete clause if it ends a relationship with an employee. However, this is usually counterproductive, because courts believe fundamentally in the rights of people to work wherever they want. As a result, courts have a strong aversion to enforce almost any non-compete against an employee unless it is framed reasonably narrowly so as to address a specific business concern that can’t be protected in other ways. A company would be better off to have a very tailored and proportional non-compete clause that outlines specific timeframes, geographies, narrowly defined businesses, etc. Even better and more likely to be upheld is the use of other mechanisms to achieve generally the same results such as non-disclosure agreements and non-solicitation covenants with respect to employees, customers and even key suppliers of the company.

Craig: Start-ups often use flexible compensation structures in the early days when money is scarce (i.e. giving people below market salaries in exchange for equities). Any comments on legal aspects around this?

Joe: Ideally in those situations, there should be a cash component and the company should ensure that the market value of the overall compensation is sufficient to ensure that the employee has received adequate consideration in exchange for him or her agreeing to be bound by any non-competes, non-disclosure and IP assignments. The main thing is to get the relationship properly documented so both sides have a record of what kind of ownership is actually being provided and on what terms, and so the company can document and comply with corporate and securities legal requirements. Also, companies should ensure that the value of any services they receive is roughly equal to the fair market value of the shares that they grant in return. This is important from a corporate governance perspective as well as a tax perspective, and companies should avoid the temptation to entice an employee by back dating share grants to a period when the market value was lower.

Craig: Any other issues around the topic of employees / employment agreements?

Joe: The other thing would be around termination (either by the company or employee). Notice and severance period should be spelled out so both sides are clear on what their responsibilities are and so, from the company’s perspective, it can set and minimize its exposure. If the wrong language is used, the company can be exposed to a multiple of four or five times. If the employee has stock options, it should be carefully spelled out what happens to unvested options as well as the exercise of vested options. This can often vary depending on whether the notice period is or is not treated as part of the term of employment, and again there is careful language that has to be used to get it right.

Craig: Moving on to consultants and outside vendors, in today’s outsourced business model it is pretty common that start-ups will use outside entities in the development of their offerings. What should start-ups be aware of?

Joe: Dealing with intellectual property ownership is critical with outside entities such as consultants and vendors, because by definition they are separate business entities from the company offering their own distinct services and sometimes products. Each consultant or vendor contract needs to clearly spell out proper IP transfers , waivers and other cooperation and assistance. Unlike employees where the employer has default ownership of the intellectual property, this is not the case for vendors and consultants, so the scope and phrasing of the contractual inclusions is even more paramount.

Craig: Start-ups often hire people on as consultants vs. employees to reduce exposure to EI/CPP payments, wrongful dismissal, etc. Have you seen any issues with this?

Joe: The biggest issue is with the Canada Revenue Agency. They have published a guide as to how they will examine a situation to determine if a consultant is actually an employee, but the criteria often don’t point all in the same direction. Start-ups should ensure their consulting agreements and arrangements fit into the guidelines outlined by the CRA. Otherwise, simply calling someone a “consultant” won’t cut it. If a start-up has been using a consultant on a consulting basis that the CRA determines is actually an employee relationship, the start-up will be exposed to fines. The other issue is to realize that a true consultant is by law an “outside” entity, meaning that more tailored and elaborate IP provisions are necessary, and also that the company has to be mindful of such relationships when entering into non-disclosure agreements, joint ventures, privacy policies and the like, particularly where that consultant will be involved and will receive sensitive information. For example, a consultant will not be bound to a NDA that a company signs with another commercial party, meaning that those terms need to be properly “flowed through” to the consultant’s company and often the consultant individually too.

Craig: A lot of good information here, thanks again for taking the time today Joe. In my next post, I’ll be talking with Rubsun Ho, also from Cognition, to discuss term sheets from an entrepreneur’s point of view.

Craig Hayashi is a founding board director of Maple Leaf Angels, Ontario’s largest and most active angel investment group with more than 40 members and approximately $6m in financings closed since the group’s inception in 2007. Follow Craig at www.mapleleafangels.com and www.startupnorth.ca

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