I

104TH CONGRESS

1ST SESSION H. R. 80

To foster economic growth, create new employment opportunities, and

strengthen the industrial base of the United States by providing credit

for businesses and by facilitating the transfer and commercialization

of government-owned patents, licenses, processes, and technologies, and

for other purposes.

IN THE HOUSE OF REPRESENTATIVES

JANUARY 4, 1995

Mr. KANJORSKI (for himself and Mr. HINCHEY) referred to the Committee on

Banking and Financial Services, and in addition to the Committees on

Science, the Judiciary, and Ways and Means, for a period to be subsequently determined by the Speaker, in each case for consideration of such

provisions as falls within the jurisdiction of the committee concerned.

A BILL

To foster economic growth, create new employment opportunities, and strengthen the industrial base of the United

States by providing credit for businesses and by facilitating the transfer and commercialization of governmentowned patents, licenses, processes, and technologies, and

for other purposes.

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled,
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1 SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

2 (a) SHORT TITLE.—This Act may be cited as the

3 ‘‘Federal Technology Commercialization and Credit En4 hancement Act of 1995’’.

5 (b) TABLE OF CONTENTS.—

Sec. 1. Short title; table of contents.

Sec. 2. Findings.

Sec. 3. Purposes.

Sec. 4. Definitions.

TITLE I—CONSOLIDATION OF INFORMATION ON TECHNOLOGIES

Sec. 101. Establishment of data base.

Sec. 102. Standardization and accessibility of information.

Sec. 103. Access to data base.

Sec. 104. Review of current Federal technology transfer efforts.

Sec. 105. Exercise of march-in-rights; reassignment of licensing responsibilities.

TITLE II—TECHNOLOGY TRANSFER AND COMMERCIALIZATION

FINANCING CORPORATION

Sec. 201. Establishment of corporation.

Sec. 202. Process of organization.

Sec. 203. Directors, officers, and employees.

Sec. 204. General powers.

Sec. 205. Promotion of technologies.

Sec. 206. Authority to represent the government.

Sec. 207. Financing of corporation.

Sec. 208. Consultation with Federal agencies, and with private parties.

Sec. 209. Review of corporation.

Sec. 210. Audit by Comptroller General.

Sec. 211. Reports.

Sec. 212. Administration.

Sec. 213. Miscellaneous provisions.

TITLE III—COMMERCIALIZATION FINANCING

Sec. 301. Technology Transfer Investment Fund.

Sec. 302. Loan and loan guarantee authority.

Sec. 303. Terms and conditions.

Sec. 304. Equity instruments purchase or guarantee authority.

Sec. 305. Technical assistance for lenders and borrowers.

Sec. 306. Outreach to specific areas.

Sec. 307. Liability.

Sec. 308. Injunctive relief.

Sec. 309. Performance measures; annual report.

TITLE IV—ALTERNATIVE MINIMUM TAX ON CORPORATIONS

IMPORTING PRODUCTS INTO THE UNITED STATES
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Sec. 401. Alternative minimum tax on corporations importing products into the

United States at artificially inflated prices.

TITLE V—MISCELLANEOUS PROVISIONS

Sec. 501. Effective date.

Sec. 502. Separability.

1 SEC. 2. FINDINGS.

2 The Congress finds that—

3 (1) through its support and funding of research

4 and development in this Nation’s Federal agencies,

5 laboratories, and educational institutions, the Fed6 eral Government has fostered the creation of thou7 sands of patents, licenses, technologies, and proc8 esses owned, or held in whole or part, by the Federal

9 Government;

10 (2) if commercialized, these patents, licenses,

11 technologies, and processes owned, or held in whole

12 or part, by the Federal Government hold the poten13 tial to greatly expand the economy of the United

14 States and to create millions of new jobs at good

15 wages for American workers;

16 (3) the Federal Government has not been suffi17 ciently effective in encouraging the commercializa18 tion of these patents, licenses, technologies, and

19 processes owned, or held in whole or part, by the

20 Federal Government;

21 (4) throughout the Federal Government, there

22 is no single inventory or source of information on
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1 patents, licenses, technologies, and processes owned,

2 or held in whole or part, by the Federal Govern3 ment;

4 (5) information on patents, licenses, tech5 nologies, and processes owned, or held in whole or

6 part, by the Federal Government is not standardized

7 in form or content, is separately maintained by nu8 merous Federal agencies and departments, and is

9 not easily accessible by the public;

10 (6) businesses and entrepreneurs in the United

11 States are largely unaware of the existence of these

12 patents, licenses, technologies, and processes, and

13 largely unaware of the possibilities for obtaining the

14 rights to these patents, licenses, technologies, and

15 processes for the purpose of commercialization;

16 (7) even in instances in which businesses and

17 entrepreneurs are aware of their rights to obtain

18 patents, licenses, technologies, and processes owned,

19 or held in whole or part, by the Federal Govern20 ment, the limited availability of credit to undertake

21 new business operations and concerns is a signifi22 cant deterrent to their commercialization;

23 (8) foreign corporations, frequently with the as24 sistance of their governments, are the primary enti25 ties obtaining rights to patents, licenses, tech-
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1 nologies, and processes owned, or held in whole or

2 part, by the Federal Government, and are the pri3 mary entities bringing about their commercialization

4 in the form of new goods and products which com5 pete with United States businesses;

6 (9) it is in the economic interest of the United

7 States to facilitate the private sector commercializa8 tion of patents, licenses, technologies, and processes

9 by United States businesses; and

10 (10) greater effectiveness will be achieved

11 through the utilization of the private sector cor12 porate structure and profit incentives in facilitating

13 the commercialization of patents, licenses, tech14 nologies, and processes than can reasonably be ex15 pected by the Federal Government performing this

16 function.

17 SEC. 3. PURPOSES.

18 The purposes of this Act are to—

19 (1) provide a self-supporting source of financing

20 for private-sector United States businesses to com21 mercialize patents, licenses, technologies, and proc22 esses owned, or held in whole or part, by the Federal

23 Government;

24 (2) develop a single, comprehensive data base of

25 information on patents, licenses, technologies, and
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1 processes owned, or held in whole or part, by the

2 Federal Government, which is standardized and eas3 ily accessible by the general public;

4 (3) heighten the awareness of United States

5 businesses and entrepreneurs of the availability for

6 commercialization of patents, licenses, technologies,

7 and processes owned, or held in whole or part, by

8 the Federal Government;

9 (4) facilitate the transfer of technologies to

10 United States businesses and entrepreneurs and to

11 assist in their commercialization;

12 (5) finance the technology transfer and com13 mercialization initiatives contained in this Act by es14 tablishing an alternative minimum tax on corpora15 tions importing products into the United States at

16 artificially inflated prices;

17 (6) achieve greater effectiveness in facilitating

18 the commercialization of patents, licenses, tech19 nologies, and processes through the utilization of the

20 private sector corporate structure and profit incen21 tive; and

22 (7) foster United States economic growth and

23 the creation of new employment opportunities for

24 American workers in good paying jobs, while

25 strengthening and enhancing the manufacturing pre-
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1 eminence of the United States into the 21st Cen2 tury.

3 SEC. 4. DEFINITIONS.

4 For purposes of this Act:

5 (1) SECRETARY.—The term ‘‘Secretary’’ means

6 the Secretary of Commerce.

7 (2) CORPORATION.—The term ‘‘Corporation’’

8 means the Technology Transfer and Commercializa9 tion Financing Corporation established under title II

10 of this Act.

11 (3) BOARD.—The term ‘‘Board’’ means the

12 board of directors of the Transfer and Commer13 cialization Financing Corporation.

14 (4) FUND.—The term ‘‘Fund’’ means the Tech15 nology Transfer Investment Fund established under

16 section 302.

17 (5) QUALIFIED CONCERN.—The term ‘‘qualified

18 concern’’ means a United States based consortia, a

19 private United States business, or an educational in20 stitution participating in a joint project with one or

21 more private United States businesses, for the devel22 opment and commercialization of patents, licenses,

23 processes, technologies—
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1 (A) owned or held in whole or part by Fed2 eral departments, agencies, or government con3 trolled corporations,

4 (B) developed in Federal laboratories,

5 (C) arising in the course of federally fund6 ed research at educational institutions, other

7 units of government, or with private concerns,

8 or

9 (D) which are made available to the Fed10 eral Government by private concerns.

11 (6) ACADEMY.—The term ‘‘Academy’’ means

12 the National Academy of Sciences.

13 TITLE I—CONSOLIDATION OF

14 INFORMATION ON TECHNOLOGIES

15 SEC. 101. ESTABLISHMENT OF DATA BASE.

16 The Secretary of Commerce shall establish and main17 tain an integrated, comprehensive data base describing all

18 patents, licenses, technologies, and processes owned, or

19 held in whole or part, by the Federal Government, or

20 which originated in the course of federally funded research

21 to which the Federal Government has an interest.

22 SEC. 102. STANDARDIZATION AND ACCESSIBILITY OF IN23 FORMATION.

24 (a) STANDARDIZATION AND ACCESSIBILITY OF IN25 FORMATION.—The Secretary shall take such steps as are
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1 necessary to ensure that the information contained in the

2 data base established under section 101—

3 (1) is in a standardized form, and

4 (2) is accessible and usable in a manner as sim5 ple and easy to use as possible, recognizing the

6 needs of small- and medium-sized businesses.

7 (b) RESPONSIBILITIES.—In carrying out this title,

8 the Secretary shall—

9 (1) consult with and, to the extent practicable,

10 utilize the capabilities of other executive agencies, as

11 appropriate, to ensure the efficient and effective im12 plementation of this section; and

13 (2) explore, with other executive agencies, ways

14 to avoid duplication of effort by consolidating the

15 administration of the program established by this

16 section with any other similar Federal program, and

17 as part of such consolidation may delegate adminis18 trative functions, as necessary and appropriate, to

19 another executive agency.

20 (c) OTHER FEDERAL AGENCIES.—Other executive

21 agencies shall provide such information, and in such form,

22 as determined by the Secretary and shall cooperate with

23 the Secretary in carrying out this section.
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1 SEC. 103. ACCESS TO THE DATA BASE.

2 (a) ACCESS TO THE DATA BASE BY THE CORPORA3 TION.—Except as provided in subsection (c), the Secretary

4 shall provide unlimited access to the data base established

5 under this title to the Technology Transfer and Commer6 cialization Financing Corporation established under title

7 II, without fee, to assist the Corporation in meeting its

8 responsibilities under this Act.

9 (b) ACCESS TO THE DATA BASE BY THE PUBLIC.—

10 Except as provided in subsection (c), the Secretary shall,

11 by regulation, develop and implement procedures provid12 ing for access to the data base established under this title

13 to members of the general public.

14 (c) RESTRICTIONS.—If, in consultation with the

15 heads of other executive agencies, the Secretary deter16 mines that access by the Corporation or any other person

17 to information contained in the data base established

18 under this title would—

19 (1) threaten national security,

20 (2) violate the proprietary rights of any private

21 interest, or

22 (3) be otherwise inappropriate

23 the Secretary shall take such steps as may determine to

24 be appropriate to limit access to the information in the

25 data base described in paragraphs (1), (2), or (3) of this

26 subsection to the Corporation or any other person.
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1 SEC. 104. REVIEW OF CURRENT FEDERAL TECHNOLOGY

2 TRANSFER EFFORTS.

3 (a) IN GENERAL.—The Secretary shall conduct a re4 view of the technology transfer activities within all Federal

5 departments, agencies, and laboratories, or which are oth6 erwise supported by Federal funds. This review shall iden7 tify those activities which may overlap or duplicate the

8 technology transfer and commercialization activities pro9 vided for under this Act.

10 (b) REPORTS.—The Secretary shall issue a report to

11 the United States House of Representatives and the Sen12 ate, not later than one year following the enactment of

13 this Act, detailing—

14 (1) the findings of the review directed under

15 subsection (a),

16 (2) the funding levels of each existing Federal

17 technology transfer and commercialization activities,

18 and

19 (3) recommendations for the modification or

20 elimination of any existing Federal technology trans21 fer and commercialization activities which he finds

22 to be duplicative of the activities provided for under

23 this Act.
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1 SEC. 105. EXERCISE OF MARCH-IN RIGHTS; REASSIGNMENT

2 OF LICENSING RESPONSIBILITIES.

3 35 U.S.C. 207(b) is amended by inserting the follow4 ing new paragraph—

5 ‘‘(4) develop uniform regulations for all Federal

6 agencies which have conveyed title to a subject in7 vention under this chapter requiring such agencies

8 to exercise their rights under section 203(l)(a) with9 in a specified period of time, and, if so directed by

10 the Secretary, to transfer the responsibility for the

11 granting of a nonexclusive, partially exclusive, or ex12 clusive license to a subject invention to such organi13 zation as the Secretary may designate.’’.

14 TITLE II—TECHNOLOGY TRANSFER AND

15 COMMERCIALIZATION FINANCING

16 CORPORATION

17 SEC. 201. ESTABLISHMENT OF CORPORATION.

18 (a) IN GENERAL.—There shall be established a Tech19 nology Transfer and Commercialization Financing Cor20 poration. The Corporation shall be operated for the pur21 pose of fostering economic growth, creating new employ22 ment opportunities, and strengthening the industrial base

23 of the United States by providing credit for businesses and

24 by facilitating the transfer and commercialization of pat25 ents, licenses, processes, and technologies—
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1 (1) owned or held in whole or part by Federal

2 departments, agencies, or government controlled cor3 porations,

4 (2) developed in Federal laboratories,

5 (3) arising in the course of federally funded re6 search at educational institutions, other units of gov7 ernment, or with private concerns, and

8 (4) which are made available by private con9 cerns.

10 (b) CORPORATION NOT AN ESTABLISHMENT OF THE

11 UNITED STATES.—The Corporation shall not be an agen12 cy or establishment of the United States.

13 SEC. 202. PROCESS OF ORGANIZATION.

14 (a) INCORPORATION.—The Secretary of Commerce,

15 the Secretary of the Treasury, and the Secretary of Labor

16 shall serve as the incorporators of the Technology Trans17 fer and Commercialization Financing Corporation, who

18 shall serve as the initial board of directors until their suc19 cessors are elected and qualified. Such incorporators shall

20 take whatever other actions are necessary to establish the

21 corporation, including the filing of articles of incorpora22 tion.

23 (b) OWNERSHIP OF THE CORPORATION.
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1 (1) The Federal Government shall retain a 60

2 percent non-voting equity ownership of the Corpora3 tion, except as otherwise provided under this Act.

4 (2) Within 6 months of the date of enactment,

5 the Secretary of Commerce shall solicit proposals for

6 the sale of the remaining 40 percent of the equity

7 ownership in the Corporation to a United States pri8 vate entity or consortium which will assume the

9 management and operation of the Corporation. Such

10 final sale shall be completed within 12 months of the

11 date of enactment.

12 (3) Any subsequent stock offering in the Cor13 poration will be managed in such manner that 60

14 percent of such offering is conveyed as non-voting

15 equity ownership, without cost, to the Federal Gov16 ernment.

17 (c) SELECTION CRITERIA AND PROCEDURES FOR

18 THE SALE OF 40 PERCENT OF THE EQUITY IN THE COR19 PORATION.—

20 (1) IN GENERAL.—The President, in consulta21 tion with the Secretary of Commerce, shall make the

22 final selection of a proposal for the sale of 40 per23 cent of the equity in the Corporation, as provided

24 under subsection (b)(2).
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1 (2) CRITERIA FOR SELECTING A PROPOSAL TO

2 RECOMMEND TO THE PRESIDENT.—In selecting a

3 proposal to recommend to the President for the sale

4 of 40 percent of the equity in the Corporation, as

5 described in paragraph (1), the Secretary of Com6 merce shall take into consideration the following fac7 tors—

8 (A) the quality of the operational plan,

9 (B) the soundness of the financing of the

10 organization and of the operational plan,

11 (C) the qualifications of, and the diversity

12 of talents and skills represented by, the submit13 ters of the proposal, including the extent to

14 which a combination of organizations is submit15 ting a joint proposal, and

16 (D) whether a State government, or unit of

17 a State government, is participating financially

18 with the organization submitting a proposal,

19 (E) the intentions of the submitters of the

20 proposal to locate the headquarters of the Cor21 poration in an area which is not located in the

22 50 largest Metropolitan Statistical Areas, based

23 on the 1990 Census, and
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1 (F) such other factors as the Incorporators

2 determine to be appropriate in meeting the ob3 jectives of this Act.

4 (3) PROCEDURES FOR SELECTING A PROPOSAL

5 TO RECOMMEND TO THE PRESIDENT.—In selecting a

6 proposal to recommend to the President for the sale

7 of 40 percent of the equity in the Corporation, as

8 described in paragraph (1), the Secretary of Com9 merce shall ensure that in the selection process—

10 (A) not less than 3 proposals are identified

11 as proposals to receive further consideration, as

12 provided under subparagraphs (B) and (C):

13 Provided, however, That if less than 3 proposals

14 are submitted each of the proposals shall re15 ceive such further consideration,

16 (B) a review procedure is implemented

17 under which the sponsors of the proposals iden18 tified in subparagraph (A) are provided an op19 portunity to make personal presentations of

20 their proposals to the Secretary or his designee,

21 and

22 (C) individual negotiations for the revision

23 of proposals identified in subparagraph (A) may

24 be entered into.
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1 (d) CONVERSION OF NON-VOTING EQUITY TO VOT2 ING EQUITY.—Prior to the solicitation for proposals, as

3 provided under subsection (b)(2), the Secretary shall, by

4 regulation, issue rules setting forth the circumstances

5 under which the Federal Government’s 60 percent non6 voting equity ownership may be converted into voting eq7 uity ownership in order to meet the objectives of this Act

8 or otherwise protect the interests of the American tax9 payers.

10 SEC. 203. DIRECTORS, OFFICERS, AND EMPLOYEES.

11 (a) BOARD OF DIRECTORS.—

12 (1) APPOINTMENT AND NUMBER.—The Cor13 poration shall have a board of directors consisting of

14 individuals who are citizens of the United States, of

15 whom one shall be elected by the board to serve as

16 chairman. The members of the board shall be elected

17 annually by the stockholders of the Corporation.

18 (2) NO CONFLICT OF INTEREST.—A director

19 may not participate in the deliberations on, or vote

20 on, a matter regarding an application, claim, or

21 other matter pending before the Corporation if, to

22 his knowledge, he, his spouse, minor child, parent,

23 sibling, partner, or organization, other than the Cor24 poration, in which he is serving as an officer, direc25 tor, trustee, partner, or employee, or any person
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1 with whom he is negotiating or has any arrangement

2 concerning perspective employment, has a financial

3 interest in the matter. A director who violates this

4 paragraph shall be subject to removal from the

5 Board, but such a violation shall not impair, nullify,

6 or otherwise affect the validity of any otherwise law7 ful action by the Corporation in which such director

8 participated.

9 (3) COMPENSATION OF THE BOARD.—The rate

10 of compensation of members of the Board shall be

11 fixed by the stockholders of the Corporation. Funds

12 for such compensation shall be drawn exclusively

13 from the capital and earnings of the Corporation

14 and shall not be drawn from moneys contained in

15 the Fund established under title III.

16 (4) BYLAWS.—The Board is empowered to

17 adopt and amend bylaws governing the operation of

18 the Corporation. Such bylaws shall not be inconsist19 ent with the provisions of this title or the articles of

20 incorporation of the Corporation.

21 (b) OFFICERS AND EMPLOYEES.—

22 (1) APPOINTMENT.—The Board shall appoint a

23 chief executive officer, who shall have the authority

24 to appoint such other officers and employees as he
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1 deems necessary to carry out the provisions of this

2 Title and the functions of the Corporation.

3 (2) NO CONFLICT OF INTEREST.—An officer or

4 employee may not participate in a matter regarding

5 an application, claim, or other matter pending before

6 the Corporation if, to his knowledge, he, his spouse,

7 minor child, parent, sibling, partner, or organization,

8 other than the Corporation, in which he is serving

9 as an officer, director, trustee, partner, or employee,

10 or any person with whom he is negotiating or has

11 any arrangement concerning perspective employ12 ment, has a financial interest in the matter. An offi13 cer or employee who violates this paragraph shall be

14 subject to termination, but such a violation shall not

15 impair, nullify, or otherwise affect the validity of any

16 otherwise lawful action by the Corporation in which

17 such officer or employee participated.

18 (3) COMPENSATION OF OFFICERS AND EMPLOY19 EES.—The rate of compensation of the chief execu20 tive officer, and all officers and employees, of the

21 Corporation shall be fixed by the board. Provided,

22 however, that at its discretion, the Board may dele23 gate to the chief executive officer, subject to the pro24 visions of paragraph (2), the authority to fix the
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1 rate of compensation for other offices and employ2 ees.

3 (4) SOURCE OF FUNDS FOR COMPENSATION.—

4 Funds for compensation for the chief executive offi5 cer, and for all officers and employees, shall not be

6 drawn from moneys contained in the Fund estab7 lished under title III.

8 (5) TENURE.—Officers and employees shall

9 serve at the pleasure of the Board.

10 SEC. 204. GENERAL POWERS.

11 The corporation shall have the power to do the follow12 ing:

13 (1) Have succession in the name of the Cor14 poration.

15 (2) Adopt, alter, and use a corporate seal.

16 (3) Sue and be sued in the name of the Cor17 poration.

18 (4) Make and carry out contracts.

19 (5) Exercise such other incidental powers not

20 inconsistent with this title that are necessary or ap21 propriate to carry out the purposes and functions of

22 the Corporation, including the usual powers con23 ferred upon a corporation by the District of Colum24 bia Business Corporation Act.

25 (6) Modify the name of the Corporation.
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1 SEC. 205. PROMOTION OF TECHNOLOGIES.

2 (a) MARKETING OF TECHNOLOGIES.—The Corpora3 tion shall undertake an aggressive, multifaceted outreach

4 program to increase awareness of the availability of pat5 ents, licenses, processes, and technologies to qualified con6 cerns under this Act. This program shall emphasize the

7 use of new information technologies, including the utiliza8 tion of cable television and the modern electronic media,

9 and the data base established under title I.

10 (b) UTILIZATION OF CABLE TELEVISION.—

11 (1) In implementing the outreach program pro12 vided under subsection (a) the Corporation shall

13 enter into contracts for the establishment of a cable

14 television network devoted to marketing efforts for

15 the commercialization of patents, licenses, processes,

16 and technologies—

17 (A) owned or held in whole or part by Fed18 eral departments, agencies, or government con19 trolled corporations,

20 (B) developed in Federal laboratories,

21 (C) arising in the course of federally fund22 ed research at educational institutions, other

23 units of government, or with private concerns,

24 and

25 (D) which are otherwise made available to

26 the government by private concerns.
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1 (2) Under terms negotiated between the Sec2 retary and the Corporation, the Secretary is author3 ized to make payments to the Corporation, from the

4 Fund established under title III, or from other au5 thorized funds, for promotional fees for the produc6 tion of segments for broadcast over cable television,

7 or other appropriate media, which identify—

8 (A) the technologies described in para9 graph (1),

10 (B) their potential commercial applica11 tions, and

12 (C) methods available for obtaining addi13 tional information on the technologies.

14 (c) TECHNICAL ASSISTANCE.—The Corporation

15 shall, upon request, provide technical assistance and serv16 ices, as appropriate and needed, to qualified concerns

17 under this title. The Corporation may charge fees for tech18 nical assistance and services provided under this section

19 in amounts sufficient to cover the reasonable cost of such

20 assistance and services. The Corporation may waive such

21 fees on a case-by-case basis.

22 (d) OUTREACH TO SPECIFIC AREAS.—The Corpora23 tion shall seek to ensure that qualified concerns located

24 in areas determined by the Secretary of Commerce to—
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1 (1) have a depressed economy or chronically

2 high unemployment,

3 (2) have been adversely affected by the loss of

4 jobs attributable to the North American Free Trade

5 Agreement, or

6 (3) be designated Federal empowerment zones

7 or enterprise communities,

8 are notified of the availability assistance through the pro9 gram established under this title and, to the extent prac10 ticable, to encourage and facilitate the participation of

11 such qualified concerns in such program.

12 SEC. 206. AUTHORITY TO REPRESENT THE GOVERNMENT.

13 (a) IN GENERAL.—In accordance with regulations

14 promulgated by the Secretary, the Corporation shall act

15 as the sole agent, and represent the interests, of the Fed16 eral Government in facilitating the transfer of patents, li17 censes, processes, and technologies to qualified concerns

18 under this Act.

19 (b) RIGHTS OF QUALIFIED CONCERNS.—In accord20 ance with regulations promulgated by the Secretary, the

21 Corporation is authorized to convey, to qualified concerns,

22 under terms and conditions to be negotiated between the

23 Corporations and qualified concerns, title, exclusive li24 cense, non-exclusive license, or other rights which may be

25 necessary and appropriate to facilitate the commercializa-
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1 tion of patents, licenses, processes, and technologies as

2 provided under this Act.

3 (c) MINIMUM RIGHTS OF THE FEDERAL GOVERN4 MENT.—In the conveyance of rights to qualified concerns

5 as provided for under subsection (b), the Corporation shall

6 ensure the following:

7 (1) The conveyance agreement contains lan8 guage providing for the right of the Corporation to

9 revoke the rights provided under subsection (b) if—

10 (A) the qualified concern does not dem11 onstrate that it is undertaking a good faith ef12 fort to achieve the commercialization of the pat13 ent, license, process, or technology; or

14 (B) the Secretary certifies that the inter15 ests of national security or the general welfare

16 of the American people necessitates the revoca17 tion of such rights.

18 (2) The Federal Government retains a license

19 to such patents, processes, and technologies for its

20 own use.

21 (3) The Federal Government receives in com22 pensation for the conveyance of such rights—

23 (A) royalty fees,

24 (B) partial equity ownership in the quali25 fied concerns to whom such rights are conveyed,
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1 (C) the right to share in the earnings of

2 the qualified entity proportionate to the value of

3 the rights so conveyed, or

4 (D) a sum of money or other compensation

5 that the Corporation determines to be appro6 priate.

7 SEC. 207. FINANCING OF CORPORATION.

8 (a) CAPITAL STOCK.—The corporation is authorized

9 to issue and have outstanding, in such amounts as it shall

10 determine, shares of capital stock, without par value,

11 which shall carry voting rights and be eligible for divi12 dends.

13 (b) NONVOTING SECURITY ISSUES AND CERTIFI14 CATES OF INDEBTEDNESS.—The corporation is author15 ized to issue, in addition to the stock authorized by sub16 section (a) of this section, nonvoting securities, bonds, de17 bentures, and other certificates of indebtedness as it may

18 determine.

19 SEC. 208. CONSULTATION WITH FEDERAL AGENCIES, AND

20 WITH PRIVATE PARTIES.

21 (a) CONSULTATION WITH FEDERAL AGENCIES.—In

22 carrying out this title, the Board and the Corporation

23 shall consult frequently with the Department of Com24 merce, and such Federal agencies and departments as is

25 appropriate, to ensure coordination and the maximum uti-
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1 lization of all related Federal resources to promote tech2 nology transfer and commercialization.

3 (b) SECURITY CLEARANCE FOR CERTAIN OFFI4 CERS.—Officers of the Corporation with the appropriate

5 national security clearances shall have access to informa6 tion in the data base, established under title I, which has

7 been otherwise restricted because of national security con8 siderations. If such officers, upon review of information

9 on technologies which have been restricted in the data

10 base, have reason to believe that information on selected

11 technologies has been unnecessarily restricted, the officers

12 shall so inform the Secretary and request that the Sec13 retary review the appropriateness of the restriction on in14 formation.

15 (c) CONSULTATION WITH PRIVATE PARTIES.—In

16 carrying out this title, the Board and the Corporation

17 shall solicit comments from private parties, including rep18 resentatives of finance, industry, and organized labor on

19 the role of the Corporation and the needs of private par20 ties.

21 SEC. 209. REVIEW OF CORPORATION.

22 (a) NATIONAL ACADEMY OF SCIENCES REVIEW.—

23 Not later than 9 years after the date of enactment of this

24 Act, the National Academy of Sciences shall conduct a re-
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1 view of the performance of the Corporation to determine

2 whether the Corporation—

3 (1) has had an overall positive effect on the

4 ability of United States industry to commercialize

5 and adopt new technologies;

6 (2) has invested in projects that exhibited a

7 reasonable potential for success;

8 (3) has successfully promoted and facilitated

9 the transfer and commercialization of patents, li10 censes, processes, and technologies developed in Fed11 eral laboratories, arising in the course of federally

12 funded research at colleges and universities, other

13 units of government, or with private concerns, and

14 which are made available by private concerns; and

15 (4) should be terminated.

16 (b) REPORT.—Upon completion of the review re17 ferred to in subsection (a), the Academy shall submit a

18 report to the President, the Congress, and the Corpora19 tion. If the Academy determines that the Corporation

20 should be terminated, the report shall include a rec21 ommended termination date.

22 SEC. 210. AUDIT BY COMPTROLLER GENERAL.

23 The Comptroller General of the United States is au24 thorized to audit the financial transactions of the Corpora25 tion. For the purposes of carrying out such an audit, the
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1 Comptroller General shall have access to all books,

2 records, and property belonging to, or in the possession

3 of, the Corporation. In the case of a person or entity which

4 has entered into a financial relationship with the Corpora5 tion, the Comptroller General shall have access only to

6 those books, records, and property belonging to, or in the

7 possession of, the person or entity which pertain to the

8 Corporation and which are necessary to carry out the

9 audit. The Comptroller General shall make a report of

10 each such audit to the Congress and the President.

11 SEC. 211. REPORTS.

12 (a) INITIAL REPORT.—The Corporation shall, after

13 the completion of the 4th year after the date of enactment

14 of this Act, submit a report to the President and the Con15 gress concerning the activities of the Corporation in carry16 ing out the purposes of this Act. Such report shall include

17 a description of the activities, expenditures, and invest18 ments of the Corporation, and analysis of the rate of re19 turn of projects in which the Corporation participated, and

20 projections of future activities, expenditures, and invest21 ments.

22 (b) PREREVIEW REPORT.—The Corporation shall,

23 not later than 8 years after the date of enactment of this

24 Act, submit a report to the President and the Congress.
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1 Such report shall contain the type of information referred

2 to in subsection (a).

3 SEC. 212. ADMINISTRATION.

4 (a) HEARINGS.—The Board may hold such hearings,

5 sit and act at such times and places, take such testimony,

6 receive such evidence, and publish or otherwise distribute

7 so much of its proceedings and reports as it may deem

8 advisable.

9 (b) OFFICE SPACE AND EQUIPMENT.—The Board

10 may acquire, furnish, and equip such office space as it

11 determines necessary.

12 (c) NECESSARY EXPENSES.—The Board may incur

13 such necessary expenses and exercise such powers as are

14 consistent and reasonably required to perform its func15 tions.

16 (d) RECORDS.—To the extent permitted by law, all

17 appropriate records and papers of the Board shall be made

18 available for public inspection.

19 (e) AID FROM FEDERAL AGENCIES.—Upon the re20 quest of the Board, the head of a Federal department or

21 agency is authorized to—

22 (1) furnish to the Board such information as

23 the Board deems necessary for carrying out its func24 tions and as is available to the agency; and
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1 (2) detail for temporary duty, on a reimburs2 able basis, such personnel as the Board deems nec3 essary to carry out its functions.

4 SEC. 213. MISCELLANEOUS PROVISIONS.

5 (a) JURISDICTION.—

6 (1) IN GENERAL.—Whenever the Corporation is

7 a party to any civil action under this title, such ac8 tion shall be deemed to arise under the laws of the

9 United States. No attachment or execution may be

10 issued against the Corporation, or any property

11 thereof, prior to entry of final judgment.

12 (2) CITIZENSHIP OF CORPORATION.—The Cor13 poration shall be deemed to be a citizen only of the

14 District of Columbia for the purpose of determining

15 the original jurisdiction of the district courts of the

16 United States in civil actions to which the Corpora17 tion is a party.

18 (b) BUSINESS ACTIVITY AND QUALIFICATION.—The

19 Corporation shall be deemed to be qualified to do business

20 in each State in which it performs any activity authorized

21 under this title.
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1 TITLE III—COMMERCIALIZATION

2 FINANCING

3 SEC. 301. TECHNOLOGY TRANSFER INVESTMENT FUND.

4 (a) ESTABLISHMENT OF FUND.—There is estab5 lished in the Treasury of the United States the Technology

6 Transfer Investment Fund. The Fund shall be adminis7 tered by the Technology Transfer and Commercialization

8 Financing Corporation, as provided in title II, in order

9 to carry out the purposes of this Act. The Fund shall con10 sist of the amounts appropriated under subsection (b).

11 (b) AUTHORIZATION OF APPROPRIATION.—There is

12 authorized to be appropriated to the Fund, to remain

13 available until expended, $3,000,000,000 for fiscal year

14 1996, $3,000,000,000 for fiscal year 1997,

15 $3,000,000,000 for fiscal year 1998, $3,000,000,000 for

16 fiscal year 1999, and $3,000,000,000 for fiscal year 2000.

17 (c) EXPENDITURES FROM THE FUND.—Amounts in

18 the Fund shall be made available without fiscal year limi19 tation to the Corporation for the purposes of promoting

20 the transfer and commercialization of technologies, as pro21 vided under section 205, and for providing financial sup22 port, through direct investment, loans, loan guarantees,

23 licenses, equity positions, and joint venture partnerships,

24 to United States based consortia, private United States

25 businesses, and educational institutions participating in
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1 joint projects with private United States businesses, for

2 the development and commercialization of patents, li3 censes, processes, and technologies—

4 (1) owned or held in whole or part by Federal

5 departments, agencies, or government controlled cor6 porations,

7 (2) developed in Federal laboratories,

8 (3) arising in the course of federally funded re9 search at educational institutions, other units of gov10 ernment, or with private concerns, or

11 (4) which are otherwise made available by pri12 vate concerns.

13 (d) INVESTMENT OF EXCESS FUNDS.—If the Cor14 poration determines that the amount of money in the

15 Fund exceeds the current requirements of the Corpora16 tion, the Corporation may direct the Secretary of the

17 Treasury to invest such amounts as the Corporation

18 deems advisable, for such period as the Corporation di19 rects, in obligations of the United States, in obligations

20 guaranteed by the United States Government, or in such

21 other obligations or securities of the United States as the

22 Secretary of the Treasury deems appropriate.

23 SEC. 302. LOAN AND LOAN GUARANTEE AUTHORITY.

24 Funds authorized under section 301 may be used by

25 the Corporation to enter into agreements to make loans
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1 and loan guarantees, either directly or in cooperation with

2 other lenders, to small- and medium-sized qualified con3 cerns based in the United States, and for operations lo4 cated in the United States, in accordance with this title.

5 SEC. 303. TERMS AND CONDITIONS.

6 Loans and loan guarantees made under section 302

7 shall be in such form and manner and under such terms

8 and conditions as the Corporation may prescribe, and shall

9 be subject to the following terms and conditions:

10 (1) Loans awarded or guaranteed shall be for

11 sound financing of development, demonstration, uti12 lization, or commercialization of technologies.

13 (2) Loans shall only be awarded or guaranteed

14 if the Corporation finds that—

15 (A) sufficient collateral, which may include

16 both tangible and intangible assets, is pledged;

17 or

18 (B) the borrower is sufficiently financially

19 sound, to reasonably ensure repayment.

20 (3) Loans awarded or guaranteed shall be sen21 ior to any other debt obligations of the borrower, ex22 cept to the extent that the Corporation considers

23 necessary to accommodate the borrower’s ability to

24 raise sufficient debt or equity capital from other
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1 non-Federal sources to pay the balance of eligible

2 project costs that are not covered by such loans.

3 (4) Interest on a loan, or portion of a loan,

4 awarded or guaranteed by the Corporation under

5 this title shall be at a rate, at the time such loan

6 is made, to equal the then current average market

7 yield on outstanding debt obligations of the United

8 States with remaining periods to maturity com9 parable to the maturity of such loan, plus an addi10 tional charge of up to 1 percent applied by the Cor11 poration to cover expected defaults and reasonable

12 administrative costs of carrying out this title.

13 (5) Except as provided in paragraph (6), the

14 maturity of loans awarded or guaranteed under this

15 subtitle may not be less than 2 years or greater

16 than—

17 (A) 10 years; or

18 (B) the useful life of property, plant,

19 equipment, or other assets, as determined by

20 the Corporation, which have been pledged as

21 collateral for such loan,

22 whichever is greater.

23 (6) The Corporation may extend the maturity

24 of or renew a loan or extend the guarantee of a loan

25 for additional periods, not to exceed 5 years, only if
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1 such extension or renewal will aid in the orderly liq2 uidation of such loan.

3 (7) Payment of interest on direct loans made by

4 the Corporation under this title may be deferred by

5 the borrower, upon approval by the Corporation,

6 only to the extent that the borrower has established

7 to the satisfaction of the Corporation that the bor8 rower has not realized sufficient earnings and re9 turns of capital to make such payment without in10 curring undue financial hardship, and that there is

11 a reasonable prospect that such loan and interest

12 thereon will be repaid.

13 (8) The Corporation may guarantee payment of

14 up to 100 percent of principal and interest on a loan

15 made under section 302.

16 (9) The Corporation may establish, charge, and

17 regulate fees to cover loan origination and servicing

18 costs that are reasonable and necessary.

19 SEC. 304. EQUITY INSTRUMENTS PURCHASE OR GUARAN20 TEE AUTHORITY.

21 (a) AUTHORITY TO PURCHASE AND GUARANTEE EQ22 UITY INSTRUMENTS.—For the purposes of this Act, the

23 Corporation may purchase or commit to purchase

24 nonvoting equity instruments, with or without equity war25 rants, or commit to guarantee, the payment of 100 percent
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1 of the redemption price of, and dividends on, such equity

2 instruments of United States based consortia, private

3 United States businesses, and educational institutions

4 participating in joint projects with private United States

5 businesses for the development and commercialization in

6 the United States of patents, licenses, processes, and tech7 nologies—

8 (1) owned or held in whole or part by Federal

9 departments, agencies, or government controlled cor10 porations,

11 (2) developed in Federal laboratories,

12 (3) arising in the course of federally funded re13 search at educational institutions, other units of gov14 ernment, or with private concerns, or

15 (4) which are made available by private con16 cerns.

17 (b) TERMS AND CONDITIONS OF EQUITY INSTRU18 MENTS—

19 (1) Guarantees and purchases of equity instru20 ments, or commitments to make such guarantees

21 and purchases, under this section may be made on

22 such terms and conditions as the Corporation shall

23 set forth in contract and to protect the interests of

24 taxpayers and the United States in the event of de25 fault or otherwise.
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1 (2)(A) Except as provided in subparagraph (B),

2 equity instruments purchased or guaranteed under

3 this section shall be senior in priority for all pur4 poses to all non-Federal equity interests in a licensee

5 unless the Corporation, in the exercise of reasonable

6 investment prudence and in considering the financial

7 soundness of the qualified concern, determines oth8 erwise.

9 (B) The equity interests of a university or con10 sortium of universities, or of a State or instrumen11 tality of a State, in a qualified concern shall be

12 equal in priority to Federal equity interests for all

13 purposes unless the Corporation, in the exercise of

14 reasonable investment prudence and in considering

15 the financial soundness of the qualified concern, de16 termines otherwise.

17 (3) Equity instruments purchase or guaranteed

18 under this section shall be redeemed not later than

19 10 years after their date of issuance for an amount

20 equal to 100 percent of the original issue price plus

21 any accrued and unpaid dividends. In order to facili22 tate the orderly liquidation of a qualified concern’s

23 investments, redemption of such equity instruments

24 may be extended by mutual consent for no more

25 than 5 years beyond such expiration date.
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1 (4) The payment of dividends on equity instru2 ments purchased or guaranteed under this section

3 may be deferred by the qualified concern until such

4 time as, and to the extent that, the qualified concern

5 realizes earnings and returns of capital available for

6 distribution. Accumulated and unpaid dividends on

7 such equity instruments shall be paid by the quali8 fied concern before or at the time of redemption of

9 the equity instruments and before any distribution

10 of net realized earnings and returns of capital of the

11 qualified concern to its non-Federal equity investors.

12 (5) For purposes of this subsection, the term

13 ‘‘dividends’’ means dividends on preferred stock and

14 returns on preferred limited partnership interests or

15 other similar securities.

16 (c) USE OF PAYMENTS.—Amounts received by the

17 Corporation from the payment of dividends and the re18 demption of equity instruments pursuant to this section

19 shall be divided as follows:

20 (1) 60 percent of such amounts shall be depos21 ited in the Technology Transfer Investment Fund

22 and shall be available solely for carrying out the pur23 poses of this Act.
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1 (2) 40 percent of such amounts shall be treated

2 as earnings of the Corporation and available for dis3 tribution as determined by the Board.

4 SEC. 305. TECHNICAL ASSISTANCE FOR LENDERS AND BOR5 ROWERS.

6 The Corporation shall, upon request, provide tech7 nical assistance and services, as appropriate and needed,

8 to lenders and borrowers under this title, and shall ensure

9 that such lenders and borrowers have ready access to ap10 propriate assistance in order to aid such lenders and bor11 rowers in achieving the purposes of this Act. The Corpora12 tion may charge fees for technical assistance and services

13 provided under this section in amounts sufficient to cover

14 the reasonable cost of such assistance and services. The

15 Corporation may waive such fees on a case-by-case basis.

16 SEC. 306. OUTREACH TO SPECIFIC AREAS.

17 The Corporation shall seek to ensure that qualified

18 concerns located in areas determined by the Secretary of

19 Commerce to—

20 (1) have a depressed economy or chronically

21 high unemployment,

22 (2) have been adversely affected by the loss of

23 jobs attributable to the North American Free Trade

24 Agreement, or
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1 (3) be designated Federal empowerment zones

2 or enterprise communities,

3 are notified of the availability assistance through the pro4 gram established under this title and, to the extent prac5 ticable, to encourage and facilitate the participation of

6 such qualified concerns in such program.

7 SEC. 307. LIABILITY.

8 Nothing in this title or in any other provision of law

9 imposes any liability on the United States with respect to

10 any obligations entered into, or stocks issued, or commit11 ments made, by the Corporation or any qualified concern

12 operating under the provisions of this title.

13 SEC. 308. INJUNCTIVE RELIEF.

14 If the Corporation determines that a qualified con15 cern has engaged, or is about to engage, in any acts or

16 practices which constitute a violation of any provision of

17 this title, or of any provision of a contract entered into

18 under authority provided under this title, the Corporation

19 may apply to the appropriate district court of the United

20 States for injunctive relief.

21 SEC. 309. PERFORMANCE MEASURES; ANNUAL REPORT.

22 (a) PERFORMANCE MEASURES.—The performance of

23 the program established under this title shall be evaluated

24 relative to progress made in achieving its purposes and

25 shall be measured in relevant and meaningful terms such
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1 as significant accomplishments in advancing technology,

2 businesses formed and financed, jobs created, taxes gen3 erated, licenses granted and maintained, capital invested,

4 and other criteria the Secretary may deem appropriate.

5 (b) ANNUAL REPORT.—The Secretary shall prepare

6 and submit annually a report to the Congress containing

7 a full and detailed account of operations under this title.

8 Such report shall include—

9 (1) an assessment of progress made in achiev10 ing the purposes of this subtitle;

11 (2) performance measures established under

12 subsection (a);

13 (3) an audit setting forth the amount, type, re14 cipient, and source of disbursements, receipts, and

15 losses sustained by the Corporation as a result of

16 operations under this title during the preceding fis17 cal year and since inception of the program;

18 (4) the Corporation’s plans to ensure the provi19 sion of financing to all areas of the country and to

20 all qualified concerns, and plans to notify and to en21 courage and facilitate the participation of qualified

22 concerns, including steps taken to accomplish those

23 goals;
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1 (5) steps taken by the Corporation to carry out

2 this title and to ensure compliance with statutory

3 and regulatory standards relating thereto; and

4 (6) recommendations with respect to program

5 changes, statutory changes, and other matters, in6 cluding tax incentives, to improve and facilitate the

7 operations of the Corporation and to encourage the

8 use of its financing facilities by qualified concerns.

9 TITLE IV—ALTERNATIVE MINIMUM TAX

10 ON CORPORATIONS IMPORTING PROD11 UCTS INTO THE UNITED STATES

12 SEC. 401. ALTERNATIVE MINIMUM TAX ON CORPORATIONS

13 IMPORTING PRODUCTS INTO THE UNITED

14 STATES AT ARTIFICIALLY INFLATED PRICES.

15 (a) IN GENERAL.—Subchapter A of chapter 1 of the

16 Internal Revenue Code of 1986 (relating to determination

17 of tax liability) is amended by adding at the end thereof

18 the following new part:

19 ‘‘PART VIII—ALTERNATIVE MINIMUM TAX ON

20 CORPORATIONS IMPORTING PRODUCTS

21 INTO THE UNITED STATES AT ARTIFICIALLY

22 INFLATED PRICES

‘‘Sec. 59B. Alternative minimum tax on corporations importing

products into the United States at artificially inflated prices.
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1 ‘‘SEC. 59B. ALTERNATIVE MINIMUM TAX ON CORPORA2 TIONS IMPORTING PRODUCTS INTO THE

3 UNITED STATES AT ARTIFICIALLY INFLATED

4 PRICES.

5 ‘‘(a) IMPOSITION OF TAX.—In the case of a corpora6 tion to which this section applies, there is hereby imposed

7 an alternative minimum tax equal to 5 percent of net busi8 ness receipts of the corporation for the taxable year.

9 ‘‘(b) TAXPAYERS TO WHICH SECTION APPLIES.—

10 This section shall apply to any corporation, foreign or do11 mestic, if—

12 ‘‘(1) gross sales in the United States during the

13 tax year of parts or products manufactured by the

14 corporation, or any subsidiary or affiliate controlled

15 by the corporation, exceeded $10,000,000,

16 ‘‘(2) during that same tax year parts or prod17 ucts manufactured by the corporation, or any sub18 sidiary or affiliate controlled by the corporation, with

19 a customs value in excess of $10,000,000 were im20 ported into the United States, and

21 ‘‘(3) its tax obligation under this section ex22 ceeds its total tax obligation under all other sections

23 of the Internal Revenue Code of 1986.

24 ‘‘(c) CREDIT FOR TAXES PAID.—There shall be a

25 nonrefundable credit against the taxes owed under this
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1 section equal to the total of all other taxes paid by the

2 corporation under the Internal Revenue Code of 1986.

3 ‘‘(d) DEFINITIONS.—For purposes of this section:

4 ‘‘(1) NET BUSINESS RECEIPTS.—The term ‘net

5 business receipts’ means the value of all parts or

6 products sold in the United States, excluding—

7 ‘‘(A) the value of parts or products sold for

8 export,

9 ‘‘(B) expenses paid for parts or products

10 produced in the United States,

11 ‘‘(C) expenses paid for services performed

12 in the United States, and

13 ‘‘(D) amounts paid for income, sales or use

14 taxes imposed by any State, or political subdivi15 sion thereof, or by the District of Columbia,

16 Puerto Rico, Guam or the Virgin Islands.

17 ‘‘(2) SUBSIDIARY OR AFFILIATE CONTROLLED

18 BY THE CORPORATION.—An entity shall be consid19 ered to be a ‘subsidiary or affiliate controlled by the

20 corporation’ if the corporation owns 5 percent or

21 more of any class of stock of the entity or if the cor22 poration exercises control over a majority of the

23 board of directors of the entity.’’
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1 (b) CLERICAL AMENDMENT.—The table of parts for

2 such subchapter A is amended by adding at the end there3 of the following new item:

‘‘Part VIII. Alternative minimum tax on corporations importing

products into the United States at artificially inflated prices.’’

4 (c) EFFECTIVE DATE.—The amendments made by

5 this section shall apply to taxable years beginning after

6 December 31, 1995.

7 TITLE V—MISCELLANEOUS PROVISIONS

8 SEC. 501. EFFECTIVE DATE.

9 This Act shall be effective upon enactment.

10 SEC. 502. SEPARABILITY.

11 If any provision of this Act, or any application of such

12 provision to any person or circumstance, shall be held in13 valid, the remainder of this Act, or the application of such

14 provision to person or circumstances other than those as

15 to which it is held invalid, shall not be affected thereby.

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