14.7 Commercialization
14.7.1 Purpose of Commercialization
The University encourages the commercialization of University IP for public use and benefit and TDIC is responsible for such activities.
In no case shall the purpose of commercialization of University IP be related to any unethical, illegal or criminal matters.
14.7.2 Assistance of Creator(s)
Commercializing University IP successfully often requires the cooperation of the Creators or other relevant Policy Subjects. The University may request from time to time the Creator(s) of University IP or other relevant Policy Subjects to work with TDIC and relevant third parties (such as commercial entities) to commercialize relevant University IP. Each such Creator or Policy Subject shall provide TDIC with all reasonable support and work with TDIC jointly and cooperatively. TDIC shall attempt to minimize the assistance required.
14.7.3 Team Agreement
If the University signs an agreement with a third party for the commercial exploitation of a single University IP or more than one University IP or that may result in the creation of further University IP, then, at the same time, the University and the Creators of all relevant University IP shall enter into a Team Agreement.
The agreement shall include, without limitations, (i) a confirmation from the Creators in relation to each relevant University IP, that to the best of their knowledge all of the people entitled to be included in the Team Agreement are party to it; (ii) a record of the allocation amongst all relevant Creators of the Creators' Collective Share of IP Revenues issued from such commercial exploitation; and (iii) an acknowledgement that the allocation amongst all relevant Creators of the Creators' Collective Share of IP Revenues may be subject to amendment in the future if there is a material change in the direct contributions of the Creators to the relevant University IP or if new University IP is added to the underlying agreement with the third party.
If the relevant Creators fail to agree on the allocation for the purpose of a Team Agreement or the revision of a Team Agreement, then the Executive Vice President for Technology Development and Innovation shall decide on such allocation, having consulted with such persons and/or entities as he/she deems fit, and the notice of his/her decision to the relevant Creators shall be deemed the relevant Team Agreement.
14.7.4 Distribution of Revenues
14.7.4.1 General Rules
The University shall distribute IP Revenues issued from the commercial exploitation of University IP accruing from agreements entered into prior to the date of adoption of this Policy according to the distribution rules specified in the Previous Policy.
The University will share with the Creators of University IP the monetary benefits that may accrue to the University from the commercial exploitation of such University IP by allocating to such Creators (collectively) one third of the Net IP Revenues generated by such University IP (the "Creators' Collective Share of IP Revenues"). The University shall be entitled to the remaining two thirds of such Net IP Revenues.
The "Net IP Revenues" relating to a University IP shall be determined by the University by deducting from the relevant IP Revenues:
(i) all extraordinary out-of-pocket expenses incurred by the University in relation to such University IP (such as legal fees incurred in a dispute connected to such University IP or their commercialization or material maintenance costs); and
(ii) any tax that it is required to deduct and/or withhold by applicable laws.
14.7.4.2 Collectively Created Intellectual Property
IP Revenues generated by collectively created University IP, whose creatorship cannot be attributed to one or a discrete number of Creators but rather result from simultaneous or sequential contributions over time by multiple individuals, shall be fully allocated to the University, unless there is a written agreement to the contrary. For example, software developed and improved over time by multiple Policy Subjects where authorship is not appropriately attributed to a single or defined group of Creators would constitute a collectively created Intellectual Property for the purpose of this section. However, the mere fact that multiple individuals have contributed to the creation of Intellectual Property does not, in-and-of itself, compel the conclusion that the Intellectual Property constitutes a collectively created Intellectual Property.
14.7.4.3 Frequency of Distribution
The University will distribute the Creators' Collective Share of IP Revenues to eligible individuals on an annual basis.
Where an annual distribution is administratively inefficient, TDIC may decide on an alternative distribution frequency with the approval of the Executive Vice President for Technology Development and Innovation.
Where TDIC determines in good faith that IP Revenues may (i) be disputed or (ii) require the University to incur extraordinary out-of-pocket expenses, TDIC may decide to withhold all or part of such IP Revenues for as long as necessary with the approval of the President.
14.7.4.4 Creator’s Estate
A Creator’s estate, heirs, legatees or assignees will be entitled to such Creator’s share of relevant Creators' Collective Share of IP Revenues for as long as the University receives any IP Revenues from the commercialization of the relevant University IP and shall be deemed Creators for the purpose of this Policy.
14.7.4.5 Contact and bank details
The onus is upon each Creator to ensure that the University has their up-to-date contact and banking details for the purpose of distributing IP Revenues. In the absence of up-to-date banking details, the University shall keep a Creator’s share of Creators' Collective Share of IP Revenues in reserve for a maximum period of three years after which all rights of such Creator to receive such payment will be forfeited. If the University pays an amount into an incorrect account as a result of information supplied to it being outdated or incorrect, the University shall not have any further obligation or liability in respect of such payment, which shall be deemed to have been duly and properly made.
14.7.4.6 Proprietary Interests
The University may at times accept Proprietary Interests from a corporate licensee as consideration for the license of any University IP.
For so long as it holds such Proprietary Interests, the University shall manage them at its sole discretion. Any acquisition or issuance of further Proprietary Interests on the basis of rights arising from the holding by the University of Proprietary Interests that the University accepted as consideration for the license of any University IP (such as anti-dilution rights) shall be for the sole benefit of the University.
When IP Revenues are earned from the holding of Proprietary Interests that the University accepted as consideration for the license of any University IP, such as the payment of dividends or the receipt of proceeds from the sale of Proprietary Interests, the University shall distribute them in accordance with the provisions of 14.7.4.
14.7.5 Startups
The University proactively encourages entrepreneurship and the development of startups as ways to commercialize University IP and promote new business and industry creation.
TDIC oversees the University’s entrepreneurship initiatives, including, without limitations, by operating its Proof-of-Concept Program, Innovation Square Startup Accelerator Program and Innovation Square Incubator. The University provides support services to startups, which license any University IP or which are part of any of the programs associated with the University’s entrepreneurship initiatives.
Policy Subjects shall consult TDIC for details about the University’s entrepreneurship initiatives and associated programs, the terms and conditions of use of the Innovation Square Incubator and/or to license any University IP for a startup.