Academic Physician With a Startup Idea: Navigating IP and Dean’s Office

The biggest IP mistake academic physicians make is talking to the dean’s office too early and too vaguely.

You’re not a student entrepreneur in a campus incubator. You’re a post-residency physician with a real job, real patients, and an idea that might actually be worth something. That changes the power dynamics and the risks.

Here’s how to handle it like an adult who understands both medicine and business.

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1. First, figure out if your idea is “university IP” or actually yours

Do this before you send a single “Hey, I’ve got a cool idea” email from your hospital account.

The core question is boring but brutal: did you create this “within the scope of your employment” and/or using “significant university resources”?

Those phrases live in your:

• Faculty appointment letter
• Employment contract with the health system
• University IP policy (buried on some Office of Technology Transfer page)

Read them. Not skim. Read.

You’ll usually see some version of:

• The university owns inventions “conceived or reduced to practice”:
  • In the course of assigned duties (clinical, teaching, research), or
  • Using substantial institutional resources (labs, protected research time, internal grants, staff, special equipment)

Where physicians screw up:

• “I wrote this app at home, at night, so it’s mine.”
  Maybe. Did you:
  • Use patient data from the hospital?
  • Build it off an IRB-approved protocol?
  • Base it on a clinical workflow you’re officially responsible for optimizing?
  • Have residents contribute “as part of their rotation”?

If yes, your employer can probably make a credible claim.

Flip side: things that are much more likely to be your IP:

• A lifestyle/wellness consumer app that doesn’t use institutional data or branding
• A generic educational product not built as part of a funded project or assigned duty
• A medical device concept you sketched long before joining the faculty and only refined on your own time with non-university collaborators

To make this concrete, ask yourself three blunt questions:

1. Was I hired, even vaguely, “to develop X”?
2. Did I use research funds, staff, or facilities that a random outsider could not access?
3. Is there any IRB protocol, grant, or departmental project that this clearly attaches to?

If you’re “yes” on any of those, assume the institution will assert ownership or at least joint ownership. That doesn’t mean you’re dead. It just means the dean’s office is now part of your cap table whether you like it or not.

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2. Lock down what you can before you walk into the dean’s office

Once you disclose to the university, the machine starts. Disclosures get logged. Committees review “commercial potential.” And if you’ve half-baked your protections, you’ll have handed them leverage for free.

Here’s what you secure ahead of time.

a) Write down exactly what the invention is (and isn’t)

Not a fluffy one-pager. A focused description:

• The problem: “Reduce 30-day readmission for CHF using predictive analytics.”
• The core inventive concept: “Combining EHR vitals, home weights from Bluetooth scales, and text-based symptom check-ins into a risk score updated daily.”
• The implementation boundary: Is the “invention” the algorithm, the data pipeline, the patient interfacing app, or all three?

You want clarity because vague ideas are easy for institutions to absorb into “ongoing departmental quality improvement.” Specific claims are harder to swallow without negotiation.

b) Clean up your documentation trail

You want evidence of:

• When you first conceived the idea (email to yourself from personal account, lab notebook, dated notes)
• Which devices/accounts you used (personal laptop vs. hospital-issued machine)
• Who contributed what (colleague suggestions vs. actual co-inventors)

If all your notes and prototypes live only on your hospital desktop and Epic sandbox, good luck arguing it’s purely personal.

c) Stop over-sharing in meetings

Every QI meeting, grand rounds, and hallway gripe session is not your sandbox.

If your startup idea grew out of departmental brainstorms like “how do we fix discharge delays,” you’ve created a long list of people who can claim they “contributed intellectually.”

At this stage, you:

• Keep brainstorming with 1–2 trusted people max
• Use generic language in group meetings
• Do not show detailed mockups or code until you’ve sorted IP boundaries

I’ve seen faculty lose clean IP ownership because a PowerPoint with the actual algorithm logic got presented in a QI committee 6 months before they talked to tech transfer. Suddenly it’s “a departmental initiative.”

d) Consider a quiet consult with a startup/IP attorney

Not your buddy who does malpractice defense. Someone who:

• Knows university IP policies
• Has negotiated tech transfer licenses
• Understands physician employment structures

You’re not suing anyone. You’re modeling scenarios and figuring out where the landmines are before you start walking.

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3. Understand how the dean’s office and tech transfer actually think

You’re not walking into a neutral room. You’re walking into a system.

There are typically three power centers:

1. Your department chair
2. The tech transfer / innovation office
3. The dean’s office or institutional leadership (oversight and politics)

They care about:

• Liability (patient data, regulatory risk)
• Optics (does this conflict with institutional projects or sponsors?)
• Money (potential licensing revenue and institutional equity)
• Control (reputation, branding, strategic priorities)

They do not primarily care about your personal upside or founder control. If you expect that, you’ll get steamrolled.

Here’s the unvarnished reality:

• If your idea obviously uses institutional data, IRB, or staff, they will assume they have at least partial ownership.
• If the market is unclear, they may sit on it for months, which can kill early momentum.
• They will structure things to align with institutional policies, not startup norms, unless you push back intelligently.

So your job isn’t to “ask permission.” Your job is to present a structured, limited ask that protects your ability to actually build something.

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4. The right way to approach the dean’s/tech transfer office

Do not start with, “I have this idea, what do you think?” That’s how you end up with a committee, 3 steering meetings, and no company.

You walk in with a specific structure and ask them to react to that, not define it for you.

Step 1: Start with tech transfer, not the dean (usually)

Unless your relationship with the dean is unusually close and entrepreneurial, you start with tech transfer/innovation.

Email something like:

“I’m a [title] in [department]. I’ve developed a [brief description – 2 lines] outside of my formal research duties and without grant funding, but it does relate to our clinical work. I’d like to clarify IP ownership and, if appropriate, discuss a path for a startup that collaborates with the institution. Could we set up a confidential discussion?”

Key moves in that wording:

• You’ve asserted “outside of formal duties” and “without grant funding” up front
• You’ve signaled you want collaboration, not circumvention
• You’ve asked for confidentiality (they’re not your lawyer, but it still frames the conversation)

Step 2: In the first meeting, you set boundaries

You say, more or less:

• “Here’s exactly what I built or designed.”
• “Here’s what I used and did not use from the institution.”
• “Here’s my current intention: I want to form a company and I’d like a clear understanding of how the institution sees its role, if any.”

And you listen carefully to the words they use:

• If they say “this is clearly institutional IP” without nuance, you ask:
  “Can you walk me through specifically how that determination is made under our policy? I want to understand which parts you view as institutional versus personal contribution.”

• If they say “this is interesting, but early,” you respond:
  “Understood. If the institution decides not to pursue a patent or formal protection, what is the process to release or assign rights back to me or my entity?”

You’re educating yourself on their default posture. Some places are founder-friendly. Others are more feudal.

Step 3: Bring a concrete proposal, not vibes

After the initial meeting, you follow up with something structured. For example:

• You acknowledge:
  “The algorithm was developed using institutional data and under my faculty appointment, so I see this as joint IP.”

• You propose:
  “I’d like to form a startup that licenses the IP from the institution. I propose:

  • Institution: X% equity, standard royalty on net sales, non-dilutable to Series A or similar
  • Me: Founder/CEO (or CMO) role, with ability to raise external capital
  • Institution: Non-exclusive internal use rights at low or no cost”

You’re not negotiating the final deal. You’re anchoring the conversation in a “company will exist and will be controlled by founders” frame, not “maybe the institution will just commercialize this on its own” frame.

Typical Equity Splits for Academic Spinouts

Category	Value
Founders	60
University	20
Option Pool	15
Early Advisors	5

These numbers are just an illustration, but they give you a sense of reasonable ranges.

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5. Don’t ignore conflict of interest (COI) and employment issues

This is where physicians get blindsided.

Once you’re both an academic physician and a startup founder in the same domain, you’re a walking COI case study.

You’ll be asked:

• Are you testing your product on your own patients?
• Are you using residents/fellows/staff for company work?
• Are you double-dipping on time (being paid by the institution while doing startup tasks)?
• Are you steering institutional purchasing toward your company?

You want to get ahead of this with a written COI management plan.

Academic Founder and Institution Relationship Flow

Step	Description
Step 1	Idea Developed
Step 2	Assess IP Ownership
Step 3	Meet Tech Transfer
Step 4	Define Startup Structure
Step 5	COI Review
Step 6	COI Management Plan
Step 7	Clinical Use or Pilots
Step 8	Ongoing Reporting

Elements of a solid COI plan:

• Clear division of time:
  “I will commit up to X hours/week to company work, outside of clinical and institutional responsibilities.”

• Resource boundaries:
  “Company work will not use institutional staff, space, or data without a formal agreement.”

• Process for pilots/trials:
  “Any use inside the health system will go through standard procurement/IRB processes, and I will recuse myself from certain decisions.”

You want to negotiate this early, BEFORE a big grant or pilot is on the line. When money shows up, scrutiny increases and the institution’s tolerance shrinks.

Also: watch your employment contract. If you’re 1.0 FTE clinical with “no outside activities without approval,” you may need:

• Reduced FTE (0.8 or 0.6)
• Explicit written approval for outside leadership roles
• Clarity on who owns what if you leave

Leaving and then trying to reclaim rights to an invention you developed there is ten times harder than structuring it properly while you’re still inside.

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6. Common ugly scenarios and how to handle them

Let’s hit the unsanitized stuff I’ve actually seen.

Scenario 1: The institution claims 100% ownership and wants to run with it

They say, “This is institutional IP. We’ll commercialize. You’ll get a share of inventor royalties.”

Your options:

• Push for a spinout with you as founder, not just inventor:

  • “I appreciate that this is institutional IP. Given my role in conceiving and building it, and my commitment to driving commercialization, I’d like to discuss a startup structure where the institution licenses the IP to a company I help lead.”

• If they refuse and you don’t have leverage?
  Decide if you can live with being an “inventor who gets a check” rather than a founder. Some people can. Most entrepreneurial physicians won’t.

Scenario 2: They sit on it and do nothing for a year

No patent filing, no license, just “we’re evaluating.”

You put a clock on it.

Ask: “Is there a formal timeline by which the institution must decide to pursue protection or commercialization? If the institution elects not to pursue, what is the process for assigning or releasing rights to me?”

Many policies have a “we revert rights if we decline” clause. You may have to poke them to invoke it.

Scenario 3: You already shared too much in internal meetings

You did the wrong order: sold the idea everywhere internally, now want to spin it out.

Damage control:

• Document your original conception and work
• Clarify which components are truly yours vs. what got bolted on later by QI committees
• Be ready to accept that some pieces may stay under institutional control while you build a narrower, more focused product externally

You might end up licensing only part of the system and leaving the “enterprise dashboard” version inside the hospital.

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7. Practical timeline: What you do in the first 6 months

First 6 Months as Academic Founder

Category	Value
Month 1	10
Month 2	25
Month 3	40
Month 4	60
Month 5	75
Month 6	90

Think of your “founder effort” as ramping up, not all-or-nothing.

Month 1–2:

• Read your contracts and IP policy
• Document the invention, clean your trail
• Quietly consult with an IP/startup attorney
• Decide if you’re willing to leave the institution if this gets ugly (this matters more than you think)

Month 3:

• Initial tech transfer meeting
• Clarify ownership posture
• Decide whether to proceed as a university-affiliated spinout or, in some cases, shift the idea toward a more clearly personal, consumer, or non-institutional version

Month 4:

• Draft a simple concept deck (for investors/partners, not for the dean)
• Begin outlining a COI management plan
• Start entity formation with counsel if it’s clear a spinout is possible

Month 5–6:

• Negotiate basic licensing terms or at least get a term sheet
• Formalize COI plan and any FTE change
• Map out your first proof-of-concept or pilot (with clear separation between institutional role and startup role)

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8. Where an outside lawyer is non-negotiable

Some parts you can feel out alone. Some you shouldn’t.

You absolutely want outside counsel when:

• You’re reviewing or signing:

  • An IP assignment agreement
  • An option or license agreement with the institution
  • Any contract that uses “hereby assign all right, title, and interest” language

• You’re changing employment terms in a way that interacts with your startup:

  • Reducing FTE
  • Taking on executive roles in a company
  • Getting equity or options in a vendor your institution may one day use

You’re a physician. You don’t sign oncology trial protocols without reading the risk section. Don’t sign IP documents on “seems fine” either.

Need	Primary Person
IP policy interpretation	Tech transfer office
Employment & FTE questions	Department chair / HR
COI structure	COI/Compliance office
Deal terms & protections	Outside startup/IP lawyer
Strategic career tradeoffs	Trusted senior mentor

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FAQ (Exactly 5)

1. Should I talk to my department chair before tech transfer or after?
If your chair is supportive and has a track record of helping people spin things out, talk to them early. If they’re territorial or risk-averse, go to tech transfer first to understand the lay of the land, then loop in the chair with a clearer story and options. What you don’t do is gossip about your idea in faculty meetings before any formal conversations.

2. Can I just quit, build the startup, and ignore the institution?
You can quit. You cannot retroactively erase their IP claims if the idea was clearly developed using their data, staff, or within your assigned duties. If you walk and they believe you took institutional IP, you’re inviting legal headaches and making future investors nervous. Clean separation is far better: negotiate, license, or get a clear release if possible.

3. What if I used de-identified patient data I exported myself?
“De-identified” doesn’t magically make it yours. If you accessed the data through institutional systems, under institutional IRB or QI authority, it’s still institutional data. Ownership typically sticks with the institution regardless of PHI status. Don’t hang your hat on de-identification to claim personal ownership.

4. How much equity should the university get in my startup?
There’s no single “right” number, but 5–25% at formation is a typical range for university spinouts, with royalty structures on top. If they want 40–60% and a controlling board seat, that’s usually a red flag for venture-backable companies. You want enough equity and control left for you, other founders, and a future option pool.

5. Can I be both CEO of the startup and full-time faculty?
Functionally, almost never for long. On paper, some people try it, but time and COI structures usually make that unsustainable. Most serious founder-physicians either reduce FTE significantly, shift to a more flexible role (adjunct, affiliate), or eventually leave full-time academia once the company demands real attention. Plan for that decision early, even if you delay it.

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Key points to walk away with:

1. Don’t talk loosely about your idea internally before you understand IP ownership and your paper trail.
2. Approach the dean’s/tech transfer office with a clear structure and ask, not a vague brainstorm.
3. Get real legal help for any IP assignments or licenses; your future company depends on documents you sign right now.