The IP Venture Clinic ("IPVC") plays a parallel role to public service law clinics where students represent clients under the supervision of expert legal professionals. Unique to the IPVC, students, working under the supervision of faculty, represent start-up companies and entrepreneurs from the surrounding community, with a special focus on the Blackstone LaunchPad initiative in Northeast Ohio on complex business and intellectual property matters.
Students help their entrepreneurial clients develop and cultivate real-world intellectual assets, while also applying skills learned in the fields of corporate and securities law. Here, not only do the students gain hands-on experience in both business law and intellectual property law, but they provide critically important legal resources to pre-investment entrepreneurs and inventors. Where needed, IP Venture Clinic students collaborate with graduate students from the business and science disciplines to build the case of investment. Armed with training in the Fusion curriculum, students learn to analyze early-stage technologies and engage in a robust opportunity assessment and ultimately help build the case for investment in the technology and facilitate commercial development.
IPVC students are provided with valuable working opportunities to apply and develop skills relating to the process of:
- Identifying, cultivating, and protecting intellectual property.
- Creating commercialization strategies.
- Structuring a fundable transaction.
- Launching and negotiating funding for early stage ventures.
The key clinical components include:
- Technology Protection: Student teams will work up a general IP protection and cultivation strategy, working with supervising practitioners to design and implement that strategy. Students will perform prior art searches, drafting claims and participating in the application and prosecution process with the U.S. Patent and Trademark Office (USPTO) and other patent offices worldwide. Importantly, the UPSTO has selected Case Western Reserve University School of Law to participate in the Patent Law School Clinic Certification Pilot Program, which provides law students the opportunity to represent clients before the USPTO. Students will also secure trademark protection and advise on copyright, trade secret and branding strategies.
- Cultivating a Clear Business Strategy: Student teams will create, or work with early term management to create a fundable business strategy and plan.
- Entity Structure and Filing: Student teams will create a corporate entity and draft fundamental charter documents for the company. To the extent an early governance team is put in place, the student teams will draft agreements to handle stock options and other instruments necessary to engage and compensate management, advisors, etc.
- Preparing for Investor Diligence and Building A Disclosure Model: Students will prepare investment diligence materials necessary to support investor discussions. Such diligence materials will typically include background information regarding the proposed technology, team and any material information necessary to make an investment decision.
- Creating an Offering: For promising deals, students will create private placement memoranda, as well as presentation and subscription materials to close an investment transaction.
In additional to the very broad technological experience of our clinical faculty, our model is to engage content experts from the legal and scientific communities wherever necessary, helping us maintain the ability to handle an extremely broad and diverse portfolio of potential technologies. The following is a small sampling of representative technologies we have worked with to date:
- Life Sciences - including diagnostic technologies, medical devices and "big data" healthcare analytics. Where necessary, we have engaged experts from the Cleveland Clinic Foundation, University Hospitals and the Case Western Reserve University Medical School to provide insight and efficacy input.
- Software and IT - including intelligent social media, advanced analytics and cloud-based data transformation.
- Advanced Energy - including renewable power generation, consumer and energy efficiency applications and "smart web" technologies.
- Aerospace - Including advanced propulsion and fuel efficiency technology.
In addition to scientific and technical content expertise, we also routinely draw on a large network of community intellectual property professionals and corporate/ government stakeholders to "deepen our bench" wherever needed.
The Technology Transfer Office (TTO) is a close collaborator and partner of the IPVC, but we do not act as counsel to the University in the commercialization of new technologies. Instead, we work as counsel to inventors (including student inventors) who believe they can commercialize technologies owned by the University. This approach allows us to quickly identify commercial and scientific potential while navigating the structures and legal requirements of the University to produce an investable deal. To the extent the University would invest in this kind of collaborative deal, we would represent that company in its negotiations to collaboratively structure and close the transactions, including licensing and equity participation agreements.
Our intent will be to partner wherever possible with community development organizations (e.g., NEOLaunchNET, Jumpstart Entrepreneurial Network, Innovation Fund Northeast Ohio and others), early stage investors (e.g., local angel groups and early stage funds), and service providers (e.g., local IP/venture law firms) so that the deals evaluated and created in the IPVC are well connected with and advanced by our network of potential partners and facilitators. The functional focus of the IPVC fills a void in the early-stage company landscape in Northeast Ohio, and we intend to partner with other members of this ecosystem to ensure successful company launches into the local economy wherever possible.
We also believe our local economy will benefit from an ability to cultivate and retain high-value professionals in this field. Students of the program will have opportunities to build valuable relationships in our business, investment and technology communities, entering into the local professional workforce with skills and experience that will greatly add to their marketability. In addition to successfully funded deals, outplacement and retention of local talent would be two important metrics of this program.