What to offer a professor when you ask them to join your SBIR or STTR proposal
Andrew T. Flowers ·

Offer a professor a piece of the science that fits their lab, the right to publish it, a funded student or postdoc, a subaward budget at their university's own indirect cost rate, a role that fits the agency's rules, an honest time ask, IP terms agreed before the deadline, and a reason to keep working together after Phase I. Founders often lead with money or equity instead, and that pitch tends not to land. Here's why.
Why don't money and equity make the case?
Because neither reaches the professor the way founders picture it. On an SBIR or STTR, the small business receives the award and funds the university's share through a subaward, or a subcontract when the award is a contract. The money goes to the university, not to the faculty member (NIH Grants Policy Statement 18.5). What the professor gets is a funded student, lab time, and some of their own effort covered.
Equity has a different problem. A faculty member with equity in your company will have to disclose it under their university's policy, and on NIH work past Phase I the federal rules require the institution to review it and, if it's a conflict, manage it (42 CFR Part 50, Subpart F, with NIH's Phase I exemption). As an opening offer to someone you've just met, equity mostly adds a review.
The research on why academics work with industry points the same way. A large survey of UK engineering and physical-science faculty by D'Este and Perkmann (2011) found that most academics engage with industry to further their research rather than to commercialize their knowledge. Two literature reviews support this: faculty pursue collaborative and contract research to get resources for their own research agendas (Perkmann et al., 2013), and that kind of engagement is positively associated with their later research productivity (Perkmann et al., 2021). An SBIR or STTR offer is convincing when it's a research opportunity first.
So what does a faculty member weigh? Whether the science fits their lab, whether they can publish it, whether it trains someone, and whether their university will sign.
What should you offer?
A piece of the science that fits the lab
Pick a part of the project the lab already knows how to do, described in the terms of their own papers. A defined aim with a measurable result is easier to say yes to than "help us with the R&D". On an STTR, the research institution performs at least 30% of the work, and the statute allows no deviations (SBA Policy Directive). On an SBIR, a university can take up to a third of the effort in Phase I, shared with any other subcontractors and consultants. Still choosing? Read SBIR vs STTR first.
The right to publish, with a review window and no veto
Publishing is how a faculty member's work is measured, and these projects publish. On 82.3% of STTR projects in the National Academies survey, someone at the company had published at least one related peer-reviewed paper (NASEM 2016). Start from the SBA model agreement, which gives the reviewing party a review period and a deferral for a patent filing, but narrow its undefined "right of refusal" to removing your confidential information. Put a number of days on the review and the deferral, and keep the deferral short. Universities generally won't accept a broader veto.
Support for a student or postdoc
Every lab needs funded people with a real problem to work on. Graduate students worked on 51.1% of the STTR projects in the same survey (NASEM 2016). Name the student's piece of the aims, budget their time in the subaward, and ask whether it could feed a thesis chapter.
A subaward budget at the university's negotiated rate
Put the university's federally negotiated indirect cost rate in its budget from the first draft. On a grant, the agency's terms usually apply the Uniform Guidance (NSF's solicitation, for example, requires pass-through entities to follow 2 CFR 200.332), which requires you, as the pass-through entity, to use the subrecipient's negotiated rate where one exists. On a contract, the FAR applies instead. The professor can't waive the rate, because it belongs to the institution, not the lab. The institution can, though, and some universities, or schools within them, have published reduced or waived indirect cost rates for Phase I SBIR and STTR proposals to encourage more Phase I activity. Ask the professor to check with their research office before you build the budget.
Few companies want the university's share to grow. Only about 18% of STTR respondents in the survey agreed the institution's share of funding should increase, and about half disagreed (NASEM 2016). If the budget is tight, adjust the scope of the university's aim, not the rate.
Translation Box: indirect costs
On the academic side: the institution's shared research costs, recovered at a rate negotiated with the federal government and applied by the sponsored programs office.
On the industry side: a percentage on top of the lab's budget that looks negotiable.
In this post: the academic meaning. See indirect costs and subaward.
A clear role that fits the agency's PI rule
Say whether they'll be PI, co-PI, or key person. On an SBIR, the PI's primary employment, meaning more than half their time, has to be with the small business, so a full-time faculty member takes another role. On an STTR, the PI may be primarily employed at the research institution, but agencies add rules. NIH allows it with at least 10% of the PI's time and a formal appointment with, or commitment to, the small business (NIH Grants Policy Statement 18.5). NSF requires the PI to be primarily employed (at least 51%) by the small business on both programs, and requires an STTR co-PI from the partner research institution.
A realistic time commitment
Ask for a specific share of their time, in writing, that matches the aim you've given their lab. A vague "a few hours a month" undersells the science and surprises the professor later. NSF's Phase I runs 6 to 18 months, so check that the lab's equipment and people are free when you need them.
Fair IP terms, agreed early
Settle IP before the deadline. On an STTR, you need a written allocation of rights agreement before the award, covering who owns inventions, who may file for patents, and who may continue the research. On an SBIR, the same questions go in the subaward. Start from common practice, which the SBA model follows: each side owns what its own people invent, and under the Bayh-Dole Act each may elect to keep title to those inventions, subject to the government's license (35 U.S.C. 202). The SBA model adds an exclusive option for the company to license the university's project inventions. Our STTR rights agreement explainer walks through each clause, and the free Contract Red Flags Kit flags the IP and publication clauses that slow these agreements down.
A path to follow-on work
Map out what happens if Phase I works. On an SBIR, the share open to a university and any other subcontractors rises from up to a third in Phase I to up to half in Phase II. On an STTR, the rights agreement must say which party may continue the research, including follow-on awards outside the program. The survey is encouraging here: 71% of STTR respondents in the survey said the award enhanced their relationship with the institution (NASEM 2016).
Early paperwork with their sponsored programs office
The professor agrees to collaborate. The sponsored programs office agrees to the terms and signs for the university. Offer to work through it together, ask the office early whether it has an internal deadline ahead of the agency's, and use the free SBIR and STTR partner readiness checklist to send everything at once.
What will the professor need from you?
- Your specific aims.
- A statement of work for their part, and whether your agency measures the split in award dollars or labor hours.
- The budget numbers: the total award, their share, and their indirect costs inside it.
- The agency, the solicitation, and the deadline, including any first step, such as NSF's required Project Pitch.
- Your IP starting point: the SBA model agreement, their university's template, or your proposed subaward terms.
- A conflict-of-interest disclosure if they hold equity in your company or are paid by it, under their university's policy, and under 42 CFR Part 50, Subpart F, on NIH work past Phase I.
What should the first email say?
Keep it short and about their research:
Subject: [Your topic] and your [year] paper on [specific result]
Dear Professor [Name],
I'm [your name], founder of [company]. We're preparing a [SBIR or STTR] Phase I proposal to [agency], and your work on [specific result] is the closest match we've found to our second aim, [aim in one sentence].
We'd like your lab to lead that aim, with a subaward that funds a graduate student for [period] and [percentage] of your time. You'd be free to publish after a short review. Our specific aims are attached.
The deadline is [date]. Could we talk for 20 minutes in the next week about whether it fits?
[Your name]
What if you're the professor?
Make your academic profile easy to find. Founders look for the group whose papers and patents match their aims, so keep your bio current, and acknowledge SBIR and STTR awards in your papers. On Helikon Labs, an acknowledged small-business award shows on your profile's Funding tab, which tells the next founder you've been a partner before.
Where should you start?
With your specific aims. On Helikon, paste them into Partner search, which matches researchers on their research, patents, and bio, and is unlimited on the free plan. Each researcher's Funding tab shows the awards they've published on, including small-business awards their papers acknowledged. Message them from their profile, or use Invite to Helikon if they haven't joined, then propose a meeting. Once they're in, set the proposal up as a project with the SBIR/STTR agreement type, a timeline, a budget, and contract requirements. Helikon Labs isn't a law firm, so take the subaward and any rights agreement to your counsel and the university's research office.
If you'd like a second opinion on your offer before your first email goes out, book a free 30-minute scoping call.
Sources
- U.S. Small Business Administration (2023). SBIR and STTR Policy Directive (May 2023 version). §6(a)(2) performance of work, §6(a)(3) principal investigator, §8(d) allocation of rights. https://www.sbir.gov/sites/default/files/documents/SBA%20SBIR_STTR_POLICY_DIRECTIVE_May2023.pdf
- National Academies of Sciences, Engineering, and Medicine (2016). STTR: An Assessment of the Small Business Technology Transfer Program. Washington, DC: The National Academies Press. Appendix G, Tables G-1, G-3, G-4 and G-20. The report describes these survey data as "descriptive only". https://doi.org/10.17226/21826
- SBA model agreement, as posted by the Department of Defense. STTR Model Agreement for the Allocation of Rights. https://rt.cto.mil/wp-content/uploads/STTR-Model-Agreement-for-the-Allocation-of-Rights.pdf
- National Science Foundation (2026). SBIR/STTR Phase I, Phase II, and Fast-Track Programs, NSF 26-510. https://nsf.gov/funding/opportunities/small-business-innovation-research-small-business-technology/nsf26-510/solicitation
- National Institutes of Health. NIH Grants Policy Statement, 18.5. https://grants.nih.gov/grants/policy/nihgps/html5/section_18/18.5_small_business_innovation_research_and_small_business_technology_transfer_programs.htm
- 2 CFR 200.332, Requirements for pass-through entities. https://www.ecfr.gov/current/title-2/section-200.332
- 35 U.S.C. 202, Disposition of rights. https://www.law.cornell.edu/uscode/text/35/202
- 42 CFR Part 50, Subpart F, Promoting Objectivity in Research (50.602, applicability). https://www.ecfr.gov/current/title-42/chapter-I/subchapter-D/part-50/subpart-F
- National Institutes of Health. NIH Grants Policy Statement, 4.1.10 Financial Conflict of Interest. https://grants.nih.gov/grants/policy/nihgps/html5/section_4/4.1.10_financial_conflict_of_interest.htm
- The offer list and the first-email template are practitioner advice.
- D'Este, P. and Perkmann, M. (2011). "Why do academics engage with industry? The entrepreneurial university and individual motivations." Journal of Technology Transfer 36(3), 316 to 339. https://doi.org/10.1007/s10961-010-9153-z
- Perkmann, M. et al. (2013). "Academic engagement and commercialisation: a review of the literature on university-industry relations." Research Policy 42(2), 423 to 442. https://doi.org/10.1016/j.respol.2012.09.007
- Perkmann, M., Salandra, R., Tartari, V., McKelvey, M. and Hughes, A. (2021). "Academic engagement: a review of the literature 2011-2019." Research Policy 50(1), 104114. https://doi.org/10.1016/j.respol.2020.104114
Related
- SBIR and STTR university partners: the rules, how to find one, and what to agree before you submit
- SBIR vs STTR: which program fits when you already have a university collaborator
- The STTR allocation of rights agreement, explained for founders
- The SBIR and STTR partner readiness checklist
- Find a university partner for your SBIR/STTR proposal
- Glossary: SBIR, STTR, subaward, indirect costs, research institution, allocation of rights agreement
- Want a senior sounding board while you negotiate the subaward or the rights agreement? Our Office Hours are senior advisory by the hour, with no project required.