University Agenda

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CONGREGATION 14 December 2 p.m.

¶ Members of Congregation are reminded that written notice of any intention to vote against the preambles of the following statutes, signed by at least two members of Congregation, must be given to the Registrar by noon on Monday, 6 December (see the Guide to Procedures in Congregation cited in the note at the end of `University Agenda').

Statute (1): Composition of the new Council of the University

Explanatory note

On 29 June 1999 Congregation approved the proposed statute establishing the main new governance structures of the University, including the new Council of the University which will replace the present Hebdomadal Council (Gazette, Vol. 129, pp. 1323, 1482). Some of the clauses of that statute, among them being those governing the composition of the new Council, are still subject to approval by Her Majesty in Council, and the relevant clauses have therefore been forwarded to the Privy Council Office.

In accordance with the principles enunciated in recommendations 5 and 16 of the Commission of Inquiry, which favoured simplification of the University's existing legislation, the statute would have transferred the provisions governing the composition of the new Council from `Queen-in-Council' to `non- Queen-in-Council' status.

As the Secretary of State for Education and Employment is the Privy Counsellor primarily concerned with university legislation, the statute has been sent by the Privy Council Office to the DfEE for comment, and the department has pointed out that the normal arrangement is for both the role and the composition of a university's governing body to be laid down in the university's charter and statutes, which may be changed only with the consent of the Privy Council. It has therefore expressed concern `that this somewhat unusual proposal might signal a potentially undesirable precedent to other higher education institutions. In essence ... such a situation goes against the proposal in the Dearing Report [recommendation 54] ... that the identity of institutions' governing bodies should be clear and undisputed.'

Council, when promoting the proposed statute in Trinity Term, was unaware of this potential concern, and, having now been advised of the normal arrangements for other British higher education institutions, and notwithstanding the differences between Congregation in Oxford and Courts in other universities does not wish to press for the transfer of the provisions governing Oxford's new Council to `non-Queen-in-Council' status. It accordingly promotes the following statute to reverse that proposed transfer.

At the same time, opportunity is taken to amend two references to general resolutions of Congregation in Tit. IV, Sect. I (Statutes, 1997, p. 33) which were overlooked in the drafting of the provisions in the earlier statute which removed the present distinction between general and special resolutions.

(1) WHEREAS it is expedient to amend the statute establishing the new governance structures for the University which was approved by Congregation on 29 June 1999, subject to the approval of Her Majesty in Council, so as to retain the `Queen-in-Council' status of the provisions governing the composition of Council, and also to make two consequential amendments which were overlooked in the earlier statute, NOW THE UNIVERSITY OF OXFORD, in exercise of the powers in that behalf conferred upon it by the Universities of Oxford and Cambridge Act, 1923, and of all other powers enabling it, ENACTS, subject to the approval of Her Majesty in Council, AS FOLLOWS.

1 In the Statute approved by Congregation on 29 June 1999, subject to the approval of Her Majesty in Council (Gazette, Vol. 129, p. 1323), delete cl. 11.

2 Ibid., cl. 34 (p. 1327), delete `34 In Tit. IV ... new Sect. II', substitute the following, and transfer the clause to follow cl. 10 of the same statute:

`11 Ibid., delete Sect. II, concerning the composition of Council (p. 34), and substitute'.

3 Ibid., below the title of the new Sect. II insert:

`(This Section is a `Queen-in-Council' Statute—see Title XV, Section VII.)'

4 Ibid., delete cl. 54 (p. 1329).

5 In Tit. IV, Sect. I, cll. 2 and 3 (twice), concerning the functions and powers of Council (Statutes, 1997, p. 33), in each case delete `general resolution' and substitute `resolution'.

6 This statute shall be effective from the date of effect of the Statute approved by Congregation on 29 June 1999, subject to the approval of Her Majesty in Council.

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Statute (2): University Intellectual Property Policy

Explanatory note

Council has agreed, on the recommendation of the Technology Transfer Advisory Group and after extensive consultation, that changes should be made to the statute and decree encompassing the University's Intellectual Property Policy. Legislation to make the agreed changes will take effect from 1 January 2000.

The existing legislation, which was passed in 1995, provides that the University's policy on intellectual property should apply: (i) to students and other researchers who are not employees of the University and were either admitted or began their research on or after 1 July 1995; and (ii) to employees whose contracts of employment were accepted on or after 1 July 1995 (with special exceptions covering those appointed after an initial period of office). Although this policy would appear to be straightforward, the Technology Transfer Advisory Group has concluded that from the point of view of the individuals of research sponsors and of institutions, a policy which applies equally to all members of staff and students, regardless of length of service or date of admission, would be preferable for a number of reasons.

Such a policy will complement the University's commitment to equality in its practices of employment and admission. External funding agencies will have a clear basis on which to fund research and to negotiate the exploitation of intellectual property rights. The position for the individual researcher will be significantly more favourable under the new legislation as the bands for revenue sharing are changed so that, for example, where the first threshold of royalties is concerned (90 per cent of which is made over to the researcher(s)), the figure is increased from £30K to £50K. The bands have also changed proportionately to the benefit of the researcher where the responsibility for exploitation is given to Isis. The new policy also provides for a reverter to researchers if the University opts not to pursue, or gives up, exploitation.

Individual members' research may also benefit significantly through the University's procedures for allocating the proceeds of sale of equity in spin-off companies, and the researchers themselves benefit by taking the whole of the proceeds of selling their own shares. Furthermore, the University's mechanisms for the commercial exploitation of research have been reinforced through its recent investment in Isis Innovation.

The opportunity has been taken to make some further changes in the policy. In particular, the coverage of the policy has been extended to include additional forms of intellectual property, such as `courseware' (or electronic course materials) commissioned by University departments or generated with departmental funds (see the new Tit. X, Sect. IV, cl. 1 and Tit. XV, Sect. VI, cl. 1).

The new legislation provides clarification on income earned through spin-off companies and on the negotiation of shareholdings (see the new Ch. VIII, Sect. XI, cl. 6). The policy on the distribution of research milestone payments has also been amended to permit the General Revenue Account (formerly the General Fund) a share of net revenue; hitherto the policy has not distinguished between research milestone and royalty revenue (see the new Ch. VIII, Sect. XI, cl. 7 (a)).

The wording in the existing policy has been amended to indicate clearly how the funds will be shared in the event that royalty income exceeds the upper limit of the top threshold.

The position of colleges vis à vis intellectual property created with the use of University facilities has also been clarified (see the new Ch. VIII, Sect. XI, cl. 11).

The new wording which has been introduced into the old legislation is indicated below by underlining.

(2) WHEREAS it is expedient to revise the University's Intellectual Property Policy, THE UNIVERSITY ENACTS AS FOLLOWS.

1 In Tit. X (Statutes, 1997, p. 78), delete Sect. IV and substitute:

`Section IV. Of Intellectual Property

1. Subject to clause 2 below and to the provisions of the Patents Act 1977, and unless otherwise agreed in writing between the person concerned and the University, the University claims ownership of the following forms of intellectual property; in the case of (c), (d), (e), and (f) (and (g) as it relates to (c)–(f)) the claims are to intellectual property devised, made, or created by staff in the course of their employment by the University, and by persons engaged by the University under contracts for services:

(a) works generated by computer hardware or software owned or operated by the University;

(b) films, videos, multimedia works, typographical arrangements, and other works created with the aid of university facilities;

(c) patentable and non-patentable inventions;

(d) registered and unregistered designs, plant varieties, and topographies;

(e) university-commissioned works not within (a), (b), (c), or (d);

(f) databases, computer software, firmware, courseware, and related material not within (a), (b), (c), (d), or (e), but only if they may reasonably be considered to possess commercial potential; and

(g) know-how and information associated with the above.

2. Notwithstanding clause 1 above, the University will not assert any claim to the ownership of copyright in:

(a) artistic works, books, articles, plays, lyrics, scores, or lectures, apart from those specifically commissioned by the University;

(b) audio or visual aids to the giving of lectures; or

(c) computer-related works other than those specified in clause 1 above.

3. "Commissioned works" for the purpose of clauses 1 and 2 above are works which the University has specifically employed or requested the person concerned to produce, whether in return for special payment or not. However, save as separately agreed between the University Press and the person concerned, works commissioned by the University Press in the course of its publishing business shall not be regarded as "works commissioned by the University".

4. This section shall take effect on 1 January 2000, and shall apply:

(a) to all intellectual property devised, made, or created on or after 1 January 2000; and

(b) to all intellectual property devised, made, or created before 1 January 2000 and not the subject on that date of any legally binding agreement which governs or restricts its exploitation.

5. The policy set out above shall be administered in accordance with procedures which shall be determined from time to time by Council by decree."

2 In Tit. XV (p. 116, as renumbered by Statute (2) approved by Congregation on 29 June 1999, Gazette, Vol. 129, pp. 1433, 1482), delete Sect. VI and substitute:

`Section VI. Of Intellectual Property generated by Students

1. Subject to clause 2 below and to the provisions of the Patents Act 1977, and unless otherwise agreed in writing between the student concerned and the University, the University claims ownership of the following forms of intellectual property; in the case of (c), (d), (e), and (f) (and (g) as it relates to (c)–(f)) the claims are to intellectual property devised, made, or created by students in the course of or incidentally to their studies:

(a) works generated by computer hardware or software owned or operated by the University;

(b) films, videos, multimedia works, typographical arrangements, and other works created with the aid of university facilities;

(c) patentable and non-patentable inventions;

(d) registered and unregistered designs, plant varieties, and topographies;

(e) university-commissioned works not within (a), (b), (c), or (d);

(f) databases, computer software, firmware, courseware, and related material not within (a), (b), (c), (d), or (e), but only if they may reasonably be considered to possess commercial potential; and

(g) know-how and information associated with the above.

2. Notwithstanding clause 1 above, the University will not assert any claim to the ownership of copyright in:

(a) artistic works, books, articles, plays, lyrics, scores, or lectures, apart from those specifically commissioned by the University;

(b) audio or visual aids to the giving of lectures; or

(c) computer-related works other than those specified in clause 1 above.

3. For the purpose of clauses 1 and 2 above:

(a) a "student" is a person reading and registered for a degree, diploma, or certificate of the University;

(b) "commissioned works" are works which the University has specifically requested the student concerned to produce, whether in return for special payment or not. However, save as may be separately agreed between the University Press and the student concerned, works commissioned by the University Press in the course of its publishing business shall not be regarded as "works commissioned by the University".

1. Students shall sign any documents necessary in order to give effect to the claim made by the University in clause 1 above; and shall waive any rights in respect of the subject-matter of the claim which may be conferred on them by Chapter IV of Part 1 of the Copyright, Designs and Patents Act 1988.

2. The provisions of this section shall take effect on 1 January 2000, and shall apply:

(a) to all intellectual property devised, made, or created on or after 1 January 2000; and

(b) to all intellectual property devised, made, or created before 1 January 2000 and not the subject on that date of any legally binding agreement which governs or restricts its exploitation.

6. The policy set out above shall be administered in accordance with procedures which shall be determined from time to time by Council by decree."

3 This statute shall be effective from 1 January 2000.

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Decree to be made by Council if the Statute is approved

1 In Ch. VIII (Statutes, 1997, p. 556), delete Sect. XI and substitute:

`Section XI. Procedures for the Administration of the University's Intellectual Property Policy

1. Where any person who is subject to the provisions of Tit. X, Sect. IV or of Tit. XV, Sect. VI (a "researcher") creates intellectual property [1] which is capable of commercial exploitation, he or she shall report its existence to the Head of Department (or equivalent) and to the Director of the Research Services Office, providing the Director with all necessary information concerning the provenance of the intellectual property and the circumstances in which it was created. The next step shall depend upon the source of funding:

(a) whenever the conditions of research council grants require the assignment of intellectual property to the research council or its nominee, or to industrial collaborators, and whenever there is a similar requirement in an agreement for research sponsored by some other party, the research council, industrial collaborator, or sponsor shall be given the responsibility for exploitation;

(b) Isis Innovation Limited ("Isis") shall be responsible for the exploitation of research funded with research council grants the conditions of which do not include such a requirement;

(c) in all other cases, the University's preferred route to exploitation is through Isis. A researcher who wishes to exploit the intellectual property by some other means may apply to Council for permission to do so. [2] Council shall consider in particular the question of whether the alternative means of exploitation are likely to result in a reasonable return to the University from royalties or equity or other means of sharing profits which may accrue.

2. In the event of a dispute between the researcher and the University concerning the ownership of the intellectual property, the matter shall be referred to an independent expert to be agreed between the researcher and the University. If agreement on the identity of the expert is not reached within thirty days, the expert shall be a barrister specialising in intellectual property law, who shall be nominated for the purpose by the then Chairman of the General Council of the Bar. The expert's fee shall be paid by the University, but shall constitute a first charge on any profits which may accrue, whether to the researcher or to Isis or the University, whichever party or parties is or are held by the expert to be the owner of the intellectual property.

3. Where the University decides to seek exploitation of intellectual property to which it lays claim, discussions between the interested parties shall be held to determine the appropriate action to be taken. This may include one or more of the following:

(a) control over disclosure;

(b) the filing of a patent application, with the researcher as named inventor;

(c) the identification of potential licensees;

(d) the formation of a company to exploit the technology.

4. Notwithstanding paragraph (a) of clause 3, Isis and the University may consult appropriate experts in the field of the intellectual property in question, on a confidential basis, in order (for example) to assist with an assessment of innovation or commercial potential.

5. Where the University decides to seek exploitation, the researcher shall provide reasonable assistance in the exploitation process by (for example) promptly assigning his or her rights to Isis and/or to a third party specified by the University, providing information promptly upon request, attending meetings with potential licensees, and advising on further development.

6. Where exploitation is through the medium of a company formed for the purpose, royalty or sales fee income received by Isis or the University from the company shall be treated in accordance with clause 7. The respective shareholdings in the company of the researchers and the University (or Isis) shall be negotiated at the time of formation or capitalisation; and unless otherwise agreed, revenues generated by the shareholdings (both capital and income receipts) shall be retained by the shareholders, and shall not be subject to distribution under clause 7.

7. In this clause the expression "net revenue" means gross revenue less professional fees and expenses and other costs incurred in protecting the intellectual property and negotiating the arrangements for exploitation.

(a) Where there is a receipt by the University which is in the nature of a university milestone payment, no part of the net revenue shall be distributed to Isis or the researcher: the net revenue shall be distributed as to 40 per cent to the General Revenue Account and as to 60 per cent to the department(s). A university milestone payment shall be taken for this purpose to be a payment which is referable to the progress of research or development by the University, but which is not covering or supporting the cost of such research or development; as against a payment for the right to use intellectual property, or a payment referable to the progress of research or development by a party other than the University (such as a licensee), where the net revenue shall be distributed in accordance with the following paragraphs of this clause.

(b) Where responsibility for the exploitation of intellectual property is given to a research council, industrial collaborator, or sponsor under paragraph (a) of clause 1, any net revenue received by the University shall be distributed as follows:[3]

Total net revenue Researcher(s) General
Revenue Account
Department(s)
Up to £50K 90%* 10%* 0%
Band from £50K
and up to £500K
45% 30% 25%
Over £500K 22.5% 40% 37.5%

(c) Where responsibility for the exploitation of intellectual property is given to Isis, any net revenue received by Isis shall be distributed as follows:

Total net revenue Researcher(s) General
Revenue Account
Department(s) Isis
Up to £72K 63%* 7%* 0% 30%
Band from £72K
and up to £720K
31.5% 21% 17.5% 30%
Over £720K 15.75% 28% 26.25% 30%

(d) Where responsibility for the exploitation of intellectual property is given to the University, then, unless some other arrangement is approved by Council under clause 1 (c), any net revenue received by the University shall be distributed as stated in paragraph (c) of this clause, save that the 30 per cent share payable to Isis shall be passed instead to the General Revenue Account.

(e) The percentages asterisked above are intended to put the University in funds to pay the employer's National Insurance Contribution(s), but otherwise to leave the General Revenue Account out of the allocation of the bands in question. These percentages shall be adjusted to match this intention, as and when the rates of National Insurance Contribution vary.

8. (a) The University shall account to researchers for their entitlements under clause 7 on a monthly basis.

(b) A researcher's entitlement under clause 7 shall continue to be paid to him or her should he or she leave the University; and in the event of a researcher's death, the entitlement shall continue for the benefit of his or her estate.

9. Where more than one researcher contributes to the creation of the intellectual property, the distribution of their share of the income between themselves shall be a matter for them to determine (and to notify in writing to the Director of the Research Services Office); save that where there is failure to agree, the distribution of income shall be prescribed by the Vice-Chancellor, taking into account each individual's contribution.

10. If the University decides not to seek to exploit intellectual property to which it lays claim; or if, after the University has initiated or sanctioned exploitation, the University decides (in consultation with Isis) that the process of exploitation be abandoned; the University shall not unreasonably withhold or delay an assignment of the intellectual property to the researcher (at the researcher's expense). 11. The University's intellectual property policy shall not be concerned with intellectual property devised, made, or created by employees of colleges in the course of their employment by the colleges, unless they make use of university facilities. If an employee of a college creates a work with the aid of university facilities otherwise than in the course of his or her employment by the college, then any net revenue shall be distributed in accordance with clause 7 above. If an employee of a college creates a work with the aid of university facilities in the course of his or her college employment, then any net revenue shall be distributed in a manner to be agreed between the University and the college, and the researcher shall not have any entitlement to a share by virtue of this decree.'

Footnotes

[1] In these procedures the term "intellectual property" refers to the items detailed in Tit. X, Sect. IV, cl. 1 and Tit. XV, Sect. VI, cl. 1.
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[2] Members of the University who wish to seek permission from Council are asked to contact the Director of the Research Services Office in the first instance.
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[3] For the explanation of the asterisks see cl. 7 (e).
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Statute (3): Establishment of E.P. Abraham Professorship of Cell Biology

Explanatory note

Council and the General Board have accepted the proposal made by the Physiological Sciences Board for the establishment of an E.P. Abraham Professorship of Cell Biology with a munificent benefaction which has been offered by the Trustees of the E.P. Abraham Research Fund. The following statute, and the decree to be made by Council if the statute is approved, establish the new chair accordingly.

(3) WHEREAS it is expedient to establish an E.P. Abraham Professorship of Cell Biology, for which a munificent benefaction has been offered, THE UNIVERSITY ENACTS AS FOLLOWS.

In Tit. XVI, Sect. II, cl. 1 (Statutes, 1997, p. 108), after `Professorship of Clinical Biochemistry' insert:

`E.P. Abraham Professorship of Cell Biology'.

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Decree to be made by Council if the Statute is approved

1 In Ch. II, Sect. VI, § 1, SCHEDULE, concerning official members of faculty boards (Statutes, 1997, p. 246), under Physiological Sciences, after `Biochemistry, Whitley' insert:

`Biology, Cell, E.P. Abraham'.

2 In Ch. VII, Sect. I, § 5. B, SCHEDULE A, concerning professorships (p. 391), after `Whitley Professor of Biochemistry' insert: `E.P. Abraham Professor of Cell Biology'.

3 Ibid., Sect. III, concerning particular professorships (p. 412), insert new § 27 as follows and renumber existing §§ 27–8 (pp. 412–3) as §§ 28–9:

`§ 27. Abraham Professor of Cell Biology

1. The E.P. Abraham Professor of Cell Biology shall undertake research in Cell Biology and shall lecture and give instruction in that subject.

2. The professor shall be elected by an electoral board consisting of:

(1) the Vice-Chancellor, or, if the head of the college specified in (2) of this clause is Vice-Chancellor, a person appointed by Council;

(2) the head of the college to which the professorship shall be for the time being allocated by Council under any decree in that behalf, or, if the head is unable or unwilling to act, a person appointed by the governing body of the college;

(3) a person appointed by the governing body of the college specified in (2) of this clause;

(4) a person appointed by Council;

(5), (6) two persons appointed by the General Board;

(7), (8) two persons appointed by the Physiological Sciences Board;

(9) a person appointed by the Clinical Medicine Board.

3. The professor shall be subject to the General Provisions of the decree concerning the duties of professors and to those Particular Provisions of the same decree which are applicable to this chair.

4. Such part of the income of the endowment as the Medical Sciences Board shall determine not to be required to meet the costs of the professorship shall be expended on support for the professor in such manner as the Divisional Board shall direct.'

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