Simple Agreement for Innovation Licensing (SAIL) Version 3.0

After consultation with a broad cross-section of the Canadian innovation community, version 3.0 of the Simple Agreement for Innovation Licensing (SAIL) v3.0 is ready for release! You can find this version of the agreement at www.howtosail.ca/documents. The website also got a facelift generally - check it out at www.howtosail.ca.

If you have been following the development of the framework, the major changes to v3 from v2 are concentrated around the financial model. What we heard clearly from those who provided feedback on v2 was that the components of the convertible debt included in SAIL required accounting overheads that added unnecessary complexity. To address this, we have separated the components of convertible debt into two buckets, one of which requires careful accounting and corresponds to accounting that universities were already doing anyway, and one that does not. In this way, SAIL v3 should be no more administratively complex than any existing licensing framework. Alongside this version, we have also developed a comprehensive guide to its use. The guide, also available at the previous link, provides a detailed, axiomatic rationale for every decision made in SAIL and walks users through the process of a SAIL negotiation, section by section. 

The other significant change relates to the axioms themselves. A few axioms have had wording tweaked to clarify intent, with the most significant changes being made to axiom 5. This axiom relates to how institutions should seek to benefit from supporting commercialization activity, with the new axiom 5 making clear that SAIL’s position is that universities should effectively seek to be treated as the first angel investor in their startups, with the amount of support provided commensurate with the marginal cost of commercialization above and beyond the costs involved in the research process itself, for which the institution has already been paid through other means like publicly funded grants. The guidance document dives deep into the rationale for this, also providing a framework for thinking about situations in which it is reasonable to execute a license agreement that may not be compliant with all of the axioms. 

In addition, definitions and language have been edited for simplicity and clarity throughout. While SAIL and its associated guidance document are not yet at the standard of “plain language”, they are getting close. You can expect a minor release to take it the rest of the way in the near future.

The last piece of the puzzle is funding, and providing research institutions not just the tools (SAIL) to deliver impact beyond the lab, but also the resources. Stay tuned for developments on this front. 

Many thanks to University of Ottawa Innovation Support Services, for hosting the roundtable discussion that informed the latest update to the framework using funding from Intellectual Property Ontario, to co-hosts CanInnovate, MVIP™ Solutions, Inc. and FORPIQ, to Robin Ford for her work simplifying the language in the agreement enroute to a true plain language contract, and to all those who participated and shared their insights.