Instances when FOR is mandatory

- GFA directly negotiates agreement for commercialization of the IP

- Public RDI directly negotiates agreements for the commercialization of IPs
- Creation of spin-off firm or company
 Private companies

Cases are as above but FOR can be not mandatory (other modes of commercialization)

- Public Bidding
- Direct Negotiation (RA No 9184)
- Build operate transfer scheme
- Other similar and/or analogous modes

Not commercialization (then exempted from FOR)

- Training services as defined by the RDI

- Public good as defined by the RDI (not vested upon the Secretary of DOST, but can be subjected
to supervisory of DOST Secretary)
- Manufacturing for pre-commercialization, in which case, a limited manufacturing license is
issued
- Other analogous cases as may be determined by the RDI
- Government extension programs as defined by the RDI

Constitution of FOD

- 3 members
 There must be one from private sector
 NO COI and NDA notarized

Transaction process – agree on term sheet and/or licensing agreement

Functions of FOB:

- Determine the date, venue, and frequency of the meetings

- Review the written request and all supporting documents
- Render opinion as to the fairness to the GFA or RDI concerned of the proposed transaction
- Shall submit and complete its FOR to the requesting party
- All requires, including all documents reviewed shall be kept confidential
- Perform other functions relevant to the mandate of the FOB, as may be necessary

Fairness Opinion Report, where to apply

- Where the technology transferee has an office or residence

- Tech transferor has an office or business address
- Tech transfer agreement is signed or is to be executed
- Where any the facilities of the tech transfer is located
- Where the target market is located

Proposed Transaction:
 - Licensing Term Sheet or TLA
- Financial Documents to prove financial capability of the transferee
 Licensor: Valuation Report
 Licensee: Audited FS
 Spin-off: Proof of Capitalization, Annual ITR, Business Plan/ Model Canvass; Terminal
Report

Documents relating to IP Protection:

Documents to support legal, social, envt, or other impact proposed transaction:

Licensor: IP Commercialization Plan

Licesee: Busness Plan, Business Model Canvass,

Background Documents of the parties to the transaction

Licensor: Mandate or Enabling Law, annual report, org chart

For spin off: Draft Articles of Incorporation, Proof of participation of the researcher; leave of absence

Licensee; SEC Registration, DTI Registration, Articles of Incorporation, Business Permit/ Mayor’s Permit

List of recommendees for possible FOB Membership (as long as COI is negative)

Filled up request form

Written recommendation – legal, envt, etc. or socio economic impact of the proposed transaction

Financial recommendation – FOB

Opinion and/or recommendation may not be followed, however, when the requesting party proceeds,
then he may provide justification in doing so despite adverse opinion or recommendation

Contents of DOR

- Discussion – proposed transaction, financial statements, industry information, economic

conditions and assumptions used therein and a comparison of similar transactions; FOB opinion
as to the fairness to the GFA or RDI of the proposed transaction, particularly its financial terms;
Cert and verification signed by members of the FOB as to the foregoing; all citations, reference
and all supporting documents, FOD opinion; proposed recommendations

COI : shareholder, director, officer, consultant or employee of any of the parties; relative; financing,
pecuniary or adverse interest, or personal gain in the proposed transaction involved in the development
of a competing tech

RDI ceases to be the owner: 1) ceases to be a Filipino entity/company; (2) failure of the RDI to disclose IP
within 6 months from the date of condifential disclosure by the Researcher(s) to the RDI; (3) failutre of
the RDI to initiate the protection of potential IPRs within three months from the date of public
disclosure (i.e. publication)