Pursuant to the Revised Implementing Rules and Regulations of Republic Act 10055 or the Technology Transfer Act of 2009, the Fairness Opinion Board (FOB) is now lodged at the DOST Regional Offices. The FOB provides the DOST Secretary with a Fairness Opinion Report (FOR). The FOR is an assessment of whether a proposed technology transfer agreement between a Research and Development Institute (RDI) and a technology adopter or business is fair to the government.
WHO REQUESTS FOR A FAIRNESS OPINION REPORT (FOR)?
It is the Research and Development Institute (RDI) or the Government Funding Agency (GFA) who is the owner of the technology who will apply for a FOR to the DOST Regional Director. The RDI can be a State University or College (SUC), a government research center, or even a private research institute that received government funds for the generation of the subject technology.
WHEN DOES AN FOB CALLED UPON?
a. The constitution of a FOB is done, whenever publicly funded research and development outputs are commercialized.
b. The FOB reviews fairness to the government (government funding agency or research institute) of the financial terms, such as the licensing or royalty fees, specified in the licensing agreement.
WHAT IS INSIDE A FAIRNESS OPINION REPORT?
a. A discussion which shall include, but not be limited to, a review and analysis of the proposed transaction, financial statements, industry information, economic conditions and assumptions used therein and a comparison of similar transactions;
b. FOB opinion as to the fairness to the GFA or RDI of the proposed transaction, particularly its financial terms;
c. Recommendations on the proposed transaction;
d. All citations, references and all supporting documents; and
e. A certification and verification signed by all members of the FOB as to the foregoing
DOCUMENTARY REQUIREMENTS FOR APPLICATION OF A FOR:
1) Proposed Transaction,
i. Technology Licensing Agreement
ii. Licensing Term Sheet
2) Financial Documents to Prove Financial Capability of the Transferee
Licensor: Valuation Report
Licensee: Audited Financial Statement
Spin-Off: i. Proof of Capitalization, ii. Annual Income Tax Return, iii. Business Plan/Model Canvass, iv. Terminal report
3) Documents Relating to IP Protection
i. IP application/registration
ii. SOA of IP application
iii. Application/Registration Number
iv. Freedom to Operate
v. Trade Secret Protocol or Agreement
4) Documents to support legal, social, environmental, or other impacts of the proposed transaction, and
Licensor: IP Commercialization Plan
Licensee: i. Business Plan, ii. Business Model Canvass, iii. Marketing Plan, iv. Published Articles, Press Releases
5) Background Documents of the parties to the transaction.
Licensor: i. Copy of Mandate/Enabling Law, ii. Annual Report, Organizational Chart
Licensee: i. SEC Registration, ii. DTI Registration, iii. Articles of Incorporation, iv. Business Permit/Mayor’s Permit, v. Company Profile
Spin-Off: i. Draft Articles of Incorporation, ii. Proof of Participation of the researcher, iii. Leave of Absence