Members of the University's Science Policy Committee have charged that several provisions of a little-publicized University decision last May fly in the face of more than two years of work by the committee.

The decision, which allows the University to accept stock in a fledgling firm as partial compensation for the right to a Harvard-owned patent, was made by the University's highest governing board without the consultation of the committee--the very body charged with investiating this issue.

"The science policy report contains a specific set of recommendations and explains them in the context of the real world of scientific research and technology transfer," said committee Chair Jerry R. Green. "The new policy, in contrast, seems to have been created in a vacuum."

In 1993, then-provost Green organized the Science Policy Committee to address what he called a lack of a coherent University policy on issues of institutional conflict of interest.

In September, after two years of intermittent meetings and deliberations, the committee issued a lengthy report. Some committee members said the University's decision ignores the spirit of those recommendations.

After enacting a policy decision without waiting for a report they knew was in the making, administrators acknowledge they then failed to inform the University community that such a policy had been enacted at all.

Participants in the policymaking process have called the affair a "glitch." Administrators have acknowledged a communications breakdown. And many of those responsible for enacting and living with the new policy said they are largely unaware of its existence.

Some members of the committee have even speculated about the existence of an administrative grudge against Green, the committee's chair.

Green, now Leverett professor of interfaculty teaching and research, resigned as University provost 18 months ago amid reports that he could not tolerate his boss' management style.

The Policies

The issues detailed in the science policy report included a reversal of Harvard's practice of refusing to accept stock in lieu of licensing fees if the payment of such fees would be impractical--as in the case of small, start-up companies.

The committee was already tackling these issues when Green resigned as provost in April 1994.

Advance drafts of the report, were widely circulated by mid-April. Green spent most of this summer finishing up the report, and officially released it in September.

In its final report--and in many of the advanced drafts--the committee broke with longstanding Harvard tradition by recommending the acceptance of equity, provided certain precautions were in place.

These precautions were intended to head off problems experienced by other universities, such as the University of Arizona, which spent $2.5 million as a result of a lawsuit over shared capital and unclear policies.

Members of the committee said the University's policies differed from their own recommendations--which may fail to insure against the sort of problems they hoped to head off.

* The Corporation's policy allows equity to be accepted on the basis of consultation with the "deans or their designees."

The committee's report says that the "separation of investment deci- sions from academic management is of central importance." The committee notes that a dean might face a dilemma in decisions on recruitment, retention and space and teaching allocations if the school had a financial interest in a company with which a faculty member was involved.

"I would have hoped that it would have been as separated as possible from officers involved in academic decisions," said committee member and Professor of Medicine Edgar Haber, who said he had not seen the relevant University policies. "I guess that hasn't happened."

In one illustration of the breakdown in communication, Joyce M. Brinton, the director of the University's Office for Technology and Trademark Licensing, said the conflict-of-interest issue--the guiding principle of the committee's report--hadn't been considered policy makers when addressing the equity issue.

"It's an interesting question," Brinton said. "I don't think anybody's looked at it from that point of view."

As a member of Green's committee, Brinton offered technical advice on licensing and patents.

Despite an apparent failure to communicate the goals or process of their decision, University officers defend their policy, warning that keeping deans in the dark about what faculty members are doing would be harmful.

* The Science Policy Committee recommended against putting cash into start-up companies whose equity the University holds. It also recommended that the University not participate in second-round financing of the often-fledgling companies, which are frequently starved for cash.

The Corporation decision leaves the door open for such investments, saying they will not be made "[i]n general," and allowing them after a "special review."

Green criticized that decision.

"We need a set of principles and a policy to stand by," Green said. "If the policy does not work well, it can be changed. To weaken it from the outset is to get Harvard off to a bad start in this area."

Brinton defended the policy, saying that the University wanted to keep its options open.

"I don't think anybody has any circumstances in mind when [the University would make a second investment]," she said. "It's just that until a situation occurs, you can't really make an absolute judgment.... Nobody has enough experience at this point to rule out something absolutely."

No Consensus

Green blasted the University's policies, saying they are ambiguous and lack the research needed to understand the complex issues involved.

"It offers no real assurance to public officials, investors or scientists that the University has a sound system in place to mitigate institutional conflicts of interest," Green said. "It contradicts one of the report's basic principles...that academic and fiduciary responsibilities must be thoroughly separated if serious institutional conflicts are to be avoided."

But administrators defended Harvard's policies.

Vice President for Finance Allen J. Proctor '74 said last month that the current policies were in the "best interests of the University."

Still, Carnesale left the door open for a reexamination, saying the University's science policy was continually evolving.

"Now that the report is available, our intention is to examine that carefully...and where it might be appropriate, to further refine the policy that was adopted," the provost said.

In addition, several faculty members of the Science Policy Committee defended some or all of the University's new policies.

"The Corporation in its wisdom makes decisions, but it isn't answerable back to the committee," said committee member and Professor of Biology Richard M. Losick. "I certainly don't feel slighted in the least, and I doubt anybody else on the committee does."

Action

Late last winter, Carnesale said, the University needed to make a decision on whether to accept equity as partial consideration for licenses.

In February, the provost wrote a short note to Green asking when the report would be available.

Green responded that the report would be ready "by the end of the term."

But the University decided that "there was a need to develop and implement a policy dealing with one of the issues examined by the report," namely the acceptance of equity in license agreements, Carnesale said.

So Carnesale and Proctor co-authored a March 23 discussion memorandum on the issue. The recommendations in that memo formed the basis for the University's new policy--and it is those recommendations, some committee members say, that run contrary to the spirit of the report released four months later.

Without the committee's report in hand, Carnesale said he attempted to remain faithful to the upcoming recommendations. "We examined the paperwork that was available to us and made a recommendation," he said.

Without informing Green or any committee members, Rudenstine put the memo on the docket for the May 1 Corporation meeting, at which the Corporation adopted the new policy.

(Since then, according to Brinton, the University has agreed to five exchanges of equity for licenses--some of which have come about after consultation with deans and other academic officers.)

If committee members are upset about the Corporation's actions, Carnesale and Proctor blame Green, who wrote the report, for not completing it on time.

"We did not know then when the [report would arrive]," Carnesale said. "The report was already substantially later than expected."

Carnesale also pointed to the fact that a member of his office, Assistant Provost for Policy and Planning Sarah Wald, was a member of the committee and would presumably have been kept informed of changes in recommendations.

"If members of the committee were not informed of subsequent drafts...I do confess that that's not something that occurred to me," Carnesale said. "That would not be where logic would ordinarily lead one."

But Green said the administration should have made efforts to consult a faculty member of the committee.

"I think, first of all, that I was a phone call away, and I do consider myself the resident expert [on the issue] at this point," Green said. "If they wanted to consult anybody, they had the list of people on the committee, [who were also] just a phone call away."

Green also said that he kept the administration informed of his progress. He had sent a follow-up note to Carnesale on July 5, explaining that the report would be ready within two weeks. At the time, he attributed the delay the need to "incorporate references to and assure consistency with [National Institutes of Health] materials that have only recently become available."

Beyond that, Green said, Rudenstine should have consulted the faculties at large before putting the issue before the Corporation.

"The questions raised strike so close to the heart of the academic enterprise that it is inappropriate for administrators to make these decisions without substantial faculty input," Green said.

Five of the seven faculty members of the committee said they did not know about the new policy. The remaining members could not be reached for comment.

Many on the committee agreed that if anyone from the committee should have been contacted, it was Green.

Other faculty members said the administration should have consulted the faculty.

"I would really think that issues that affect things like patent policy, licensing agreements--they have big impacts, potentially,...on [several schools]," said McKay Professor of Mechanical Engineering Frederick H. Abernathy, who was not on the committee.

"It is very hard for anyone, no matter how wise they are, to understand what is going on in every discipline from the Medical School to the School of Public Health to the Faculty of Arts and Sciences," he added.

The committee included representatives from the School of Public Health, the Faculty of Arts and Sciences, the Medical School, the Business School and the Kennedy School.

Last year and this spring. Abernathy and many other faculty members accused the administration of failing to consult the faculty on a decision to scale back benefits.

Rudenstine admitted last November that there were "flaws" in the benefits review and that the "degree of consultation was much less than it should have been."

"Now, of course, the claim is that they're supposed to give more attention to that in the future," Trumbull Professor of American History Donald H. Fleming said this week.

"You would think that they would at least communicate to the committee," added Fleming, who is not a committee member.

Who's Responsible?

After failing to consult with the committee, the administration did not relay its decision to committee members, faculty or even the president of the financial group responsible for managing the shares.

Green said he did not learn of the changes until Secretary of the Corporation Michael W. Roberts, alluded to them in a note dated September 28--nearly five months after the Corporation approved them.

And even Michael R. Eisenson, president of Harvard Private Capital Group, Inc. of the Harvard Management Company (HMC), said he was not aware of any Corporation action.

HMC is responsible for holding the shares, Brinton said, and the Private Capital Group is charged with managing holdings in private firms. Eisenson was also a member of Green's committee.

The Corporation did inform the Board of Overseers, the University's lesser governing board, according to John A. Armstrong '56, an overseer and a close adviser to the Science Policy Committee.

Administrators seemed to paint a contrasting picture about who was responsibile for informing the University community of the decision.

"I would say the president would be [the spokesperson], and he would figure out whether he would [articulate the policies]," said University Treasurer D. Ronald Daniel, a member of the Corporation. "All of that sort of lies within the management."

"It is his responsibility," said Charles P. Slichter '45, who retired from the Corporation over the summer after a 25-year tenure. "But in some instances, the president might want to prepare a statement, or the Corporation might want to."

Rudenstine and Carnesale shuffled the responsibility for informing the University between them.

Rudenstine said he usually relies on the administrator presenting the policy to the Corporation to inform the University of its approval.

"I'm not saying I don't have the responsibility," the president said. "I'm simply saying what is practical.... My normal capacity to do that is through [the officers]."

Asked if that meant Carnesale, Rudenstine said, "I don't know what he did, but I would have to ask the presenting officers [to] be responsible."

At first, Carnesale said that "it would not ordinarily fall to me to inform them."

But he appeared to back off that assertion when asked if it was Rudenstine's responsibility to have informed people.

"I don't want to point to anybody," he said. "Let me take the responsibility.... It may or may not have been [Rudenstine's place]. Why don't I take the responsibility."

Carnesale and Rudenstine both declined to acknowledge a "mistake," but other administrators said there might have been one.

"I don't think of this as being a major problem," Slichter said. "But you know in the real world, almost anything has glitches from time to time, so I can't promise you something hasn't had a glitch. But there's nothing Machiavellian."

Others disagree, however.

Green's resignation in 1994 triggered reports of personal tension between him and Rudenstine--that, sources say, were highly embarrassing to the president and the administration.

And this week, Green issued perhaps his strongest criticism of Rudenstine since resigning.

"During my two years as provost, I tried to address the principal long-term issues that will determine our future as a University.... The president was unable to focus on these questions in a systematic fashion," Green said.

Green himself declined to speculate on whether the administration was retaliating. But other members of the committee accused the administration of sinister motives.

"[Green's resignation] might have contributed to the lack of public appreciation of this [report] by the president or Massachusetts Hall," said one member of the committee, who insisted on anonymity. "Echoes of the past are part of the coolness here."

The source pointed to the fact that the committee's report was not published in the Harvard Gazette, the University's official newspaper. The Gazette has published the articles on similar reports in the past.

A source on the committee who is close to Green agreed, saying that Green's "unhappiness with Rudenstine's receptivity to the whole Science Policy Committee when it was formed was a factor in his resignation."

GGreen, chair of the Science Policy Committee and former University provost, said that Harvard's new policy "seems to have been created in a vacuum."

Rudenstine is ultimately responsible for informing the community about changes in Corporation policy, members say.

Carnesale said the Corporation needed to take action, adding that Green was responsible for seeing that the report was issued in a timely manner. He also took responsibility for not informing members of the community about the changes.Crimson File PhotoNeil L. Rudenstine University President