By Roger Hagy Jr. | Illustration by Len Stuart
Originally published in Tennessee Law, Spring 2015
The Business Clinic, led by professor Brian Krumm, provides legal services to local businesses and entrepreneurs while allowing students to learn the ins and outs of transactional law. The clinic boasts a fascinating variety of clients, so we decided to imagine what a city block featuring some of these businesses might look like.
1. iCare Academic LLC is a partnership between faculty of UT’s colleges of Nursing and Engineering to provide electronic medical records (EMRs) for students to use in simulated educational settings. The clinic created the LLC and drafted beta-testing, employment, consulting, and end-user agreements. Wolters Kluwer acquired iCare (now called DocuCare), for which the clinic helped negotiate and draft the asset purchase agreement to sell the company and later formed a new business entity to pursue future opportunities.
2. 490 BioTech, named a Top 10 Innovation in 2013 by The Scientist Magazine, is led by UT microbiology scientists. The company develops patent-protected bioluminescent human cell lines genetically programmed to report on biological events that affect their metabolic status, which accelerates the pace of new drug discovery and the testing process while reducing overall costs. The clinic worked with the scientists to establish 490 BioTech as a corporation and drafted material-transfer, licensing, and nondisclosure agreements and a corporate conflict-of-interest policy.
3. Seismix LLC produces ZMIX, a zero-calorie cocktail additive. The Business Clinic is currently helping Seismix trademark ZMIX for a variety of purposes, and for more than a year, they have been using the trademark to sell products in Tennessee and Georgia.
4. Nutraceutical Discoveries Inc. was formed by UT Professor Emeritus of Nutrition Michael Zemel to commercialize his development, Innutria, which, when added to a food or drink, is intended to help the body burn fat more efficiently. The clinic helped the company enter into a venture capital transaction.
5. BBB Elastomers LLC markets Superelastomer technology, a polymer (discovered by UT scientists) that promises to replace conventional rubber with something stronger and greener. The clinic formed the LLC and prepared nondisclosure and material- transfer agreements.
6. Solex LLC is developing a peptide agent and an imaging test to help doctors detect and diagnose amyloidosis, an under-diagnosed disease for which no imaging test is currently available. Amyloidosis can trigger Alzheimer’s disease and contribute to heart failure, type 2 diabetes, rheumatoid arthritis, and twenty-three other diseases that can lead to death. The Business Clinic created the LLC and operating agreement for Solex and helped the company, comprised of scientists with the UT Graduate School of Medicine, complete a licensing agreement with the UT Research Foundation (UTRF).
7. Floodlight Genomics LLC was founded by UT entomology professor Kurt Lamour to market an application he developed that increases genetic testing capacity while reducing cost. The clinic formed the LLC, obtained a licensing agreement with UTRF, and drafted a sublicensing agreement.
8. Open Door Church is a small, predominantly African American church that entered into a rental agreement with an option to buy the facility it had been using for the past twelve years. However, upon full payment of the obligations under the lease, the landlord refused to surrender the deed. The clinic first attempted to negotiate with the landlord on the church’s behalf, but later filed an action in the Knox County Chancery Court to resolve the issue. The mediation was successful, and the parties have entered into a settlement agreement. The church is now the owner of the property.
9. Rentique LLC is a Knoxville-based mobile boutique business that offers customers a variety of high-quality, trendy clothing through a rental service in which customers wear an item for a fraction of the purchase price at a typical boutique clothing store. The clinic drafted Rentique’s articles of organization and an operating agreement and is currently developing a licensing agreement and customer contracts.
10. HessJett LLC, which provides private aviation services within the Southeast, is the first client of UT Law’s new Trademark Clinic, affiliated with the Business Clinic and also led by law professor Brian Krumm. The Trademark Clinic is helping Terry Hess, the sole owner of HessJett, obtain trademark registration for his company’s name and logo. Ultimately, the trademark application will be evaluated by an attorney with the US Patent and Trademark Office, whose Law School Clinic Certification Pilot Program helped launch the new Trademark Clinic at the College of Law.