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Discovery Disclosure: The confidential document provided to Venture Partners by a Campus Discoverer that specifies the nature of the Discovery and that may include information useful to assess University ownership, patentability, technical feasibility, and commercial viability of the Discovery.Ìý

Discovery Expenses: All documented, unreimbursed expenditures incurred by the University for any Discovery including, but not limited to:ÌýÌýÌý

1. Expenditures incurred to engage third parties to analyze, prepare, determine inventorship or authorship, file, register, record, prosecute, issue, maintain, assess value, and litigate, including defending in litigation or an administrative proceeding, Intellectual Property for a University Discovery or any other issue relating to University Discoveries;ÌýÌý
2. Expenditures incurred for obtaining searches, opinions, and otherwise in connection with marketing, licensing, enforcing, administering contractual obligations, and collecting license income for a University Discovery or related Intellectual Property;ÌýÌý
3. Expenditures for amounts owed to joint owners of a University Discovery or related Intellectual Property under Discovery management agreements or inter-institutional agreements;ÌýÌýÌýÌý
4. Any award funded and provided by the University or supported program to advance commercialization of the Discovery; andÌýÌý
5. Any unreimbursed grant funding that is required to be repaid by the grant agreement.ÌýÌý

Discovery Expenses do not include any compensation to University employees.ÌýÌý

Included Person: All faculty members and other employees of the University, including individuals receiving salaries, research stipends (whether at the undergraduate or graduate level), fellowships, or other remuneration from the University, part-time employees, student employees (whether at the undergraduate or graduate level and including research assistants); University employees on sabbatical who receive remuneration from the University; and employees on a paid leave of absence. Included Person also includes University volunteers, students, and visitors who make Substantial Use of University Resources and Visiting Scholars.Ìý

Intellectual Property: Any legal protection that exists or may be sought for any Discovery. Intellectual Property includes, but is not limited to, a Patent, Copyright, Mask Work, Trade Secret, Trademark, or Service Mark, proprietary and confidential information, and other forms of intellectual property legally recognized now or in the future.Ìý

Net Receipts: All financial consideration received by Venture Partners or its agent from the transfer, license, assignment, or sale of a Campus Discovery, the Intellectual Property for a Campus Discovery, or a product, service, or asset embodying a Campus Discovery, less all Discovery Expenses for the Campus Discovery or Intellectual Property for the Campus Discovery that generated such financial consideration. Proceeds from an investment by the University into a company or used for the development of a Campus Discovery that is commercialized by the company, including through an investment fund, are not Net Receipts.Ìý

Patent, Copyright, Mask Work, Trade Secret, Trademark, or Service Mark: Have the meanings attributed to those terms by U.S. statutes, regulations, and case law.Ìý

Principal Technology Transfer Officer: The University officer for each University campus with the delegated responsibility to the campus to perform such duties and responsibilities as the University and the campus may prescribe for the purposes of effecting Regent Policy 5.I, APS 1013, and the Â鶹Ãâ·Ñ°æÏÂÔØBoulder IP Policy and IP Procedure. The Principal Technology Transfer Officer for Â鶹Ãâ·Ñ°æÏÂÔØBoulder is the Managing Director of Venture Partners.Ìý

Sponsored Project: A research, instruction, or service activity that has been or is financially supported, authorized, administered, or managed by the University.Ìý

Substantial Use of University Resources: Use of University administered funds, Sponsored Projects, facilities, research equipment, including software, research space, or other physical assets that goes above and beyond those customarily and currently provided to any Included Person in accordance with their University affiliation as an employee, visitor, student, or volunteer. A Visiting Scholar or any other visitor makes Substantial Use of University Resources by using any University administered funds, Sponsored Projects, facilities, research equipment, including software, research space, or other physical assets. Use of offices, office equipment, libraries, desktop and laptop computers, photocopy equipment, telephones, servers, and fax machines that are customarily provided to employees, visitors, students, and volunteers are excluded from Substantial Use of University Resources. Use of University resources as permitted under a separately executed facilities use agreement will not be considered Substantial Use of University Resources. This provision is not intended to override any other University policy concerning reimbursement for facilities or equipment usage.Ìý

Technology Transfer Office: The Â鶹Ãâ·Ñ°æÏÂÔØBoulder unit responsible for securing, protecting, marketing, licensing, and managing Campus Discoveries and related Intellectual Property. Venture Partners is the designated Technology Transfer Office for Â鶹Ãâ·Ñ°æÏÂÔØBoulder.Ìý

University Discovery: Discoveries made:Ìý

1. With the Substantial Use of University Resources; and/orÌýÌý
2. In fulfillment of an Included Person’s Work Responsibilities.ÌýÌý

A Discovery made by an Included Person in connection with consulting or other third party contractual arrangements is a University Discovery if it meets the above criteria.Ìý

The chancellor delegates Venture Partners at Â鶹Ãâ·Ñ°æÏÂÔØBoulder as its Technology Transfer Office to carry out all the duties designated to the Technology Transfer Office under Regent Policy 5.I and APS 1013. The chancellor also delegates the Managing Director of Venture Partners as the Principal Technology Transfer Officer, who has the primary responsibility for the implementation of Regent Policy 5.I, APS 1013, the IP Policy and IP Procedure, and all related processes and procedures, on behalf of Â鶹Ãâ·Ñ°æÏÂÔØBoulder.ÌýÌý

All Campus Discoveries will be protected and commercialized according to the IP Procedure, and all Net Receipts must be distributed in the manner described in the IP Procedure.Ìý

Discoverers may appeal any decisions made by Venture Partners under the IP Policy and IP Procedure regarding Discoveries and Intellectual Property for Discoveries to the Senior Vice Chancellor for Research & Innovation, who will make a recommendation regarding the appeal to the chancellor or their designee. The decision of the chancellor or their designee regarding the appeal is final.Ìý

Noncompliance with the IP Policy and IP Procedure may result in disciplinary action by the Campus Discoverer’s department chair, college or school dean, or institute director, as appropriate and consistent with University policy and applicable law, up to and including termination of employment or expulsion. Noncompliance may also result in disclosure to a sponsor, if required under terms of a contract or grant, including a report to the sponsor if Venture Partners elects not to pursue Intellectual Property for the Discovery.Ìý

IV. Roles and ResponsibilitiesÌý

1. Responsibilities of Campus DiscoverersÌý
   1. Discovery Disclosure and Cooperation with Venture Partners. The involvement of Discoverers in all aspects of the Discovery protection and commercialization process is essential for successful technology transfer. As such, each Campus Discoverer is responsible for the following: Ìý
      1. Discovery Disclosure- Campus Discoverers are responsible for preparing and submitting to Venture Partners a timely written disclosure of Discoveries made by the Discoverers using Venture Partners’ standard Discovery Disclosure forms. A Campus Discoverer must make a disclosure of a Discovery as far as possible in advance of the first public disclosure of the Discovery to allow Venture Partners to perform its responsibilities under the IP Policy and IP Procedure. Public disclosures include, but are not limited to, online or print publications and publicly accessible seminars and conferences. Even if a Discovery has already been publicly disclosed, the Campus Discoverer must still submit a written disclosure of the Discovery to Venture Partners. Public disclosure of a Discovery does not relieve a Campus Discoverer from the responsibility for disclosing the Discovery to Venture Partners.Ìý
      2. Cooperation with Venture Partners- Campus Discoverers are responsible for cooperating with Venture Partners to enable Venture Partners to manage the protection and commercialization of Campus Discoveries, which includes, but is not limited to, doing the following: Ìý
         1. Taking all reasonable steps to fully complete Discovery Disclosure forms and provide a complete description of the Discovery; Ìý
         2. Providing additional information when requested by Venture Partners and otherwise assisting Venture Partners in determining the technical feasibility of the Discovery; Ìý
         3. Executing assignments and other documents as necessary to perfect University’s ownership of a Campus Discovery;
         4. Executing any documents necessary to obtain Intellectual Property for a Campus Discovery; Ìý
         5. Sharing contacts and leads for potential licensees, communicating or meeting with potential licensees, and providing samples and information to potential licensees (when reasonably available); Ìý
         6. Transparently informing Venture Partners of the intentions of any of the Campus Discoverers to form a startup company around the Campus Discovery and any subsequent plans or changes to the Campus Discoverers’ intentions;
         7. Complying with the processes set forth in the IP Policy and IP Procedure; and Ìý
         8. Other activities as reasonably requested by Venture Partners in support of efforts to secure, market, commercialize, and transfer Campus Discoveries and obtain and maintain Intellectual Property for Campus Discoveries. Ìý
   2. Sponsored Projects, Corporate, and Third-Party Obligations
      1. Campus Discoverers are responsible for providing Venture Partners with timely written notice of a Discovery to allow sufficient time to comply with any Sponsored Project obligation to report a Discovery made in the conduct of the Sponsored Project. Venture Partners will assist Campus Discoverers in assessing whether submission of a Discovery Disclosure to a Sponsored Project funding entity impacts patentability and in explaining the IP Policy and IP Procedure to collaborators. Ìý
   3. Other Reporting Requirements Ìý
      1. Campus Discoverers are responsible for providing Venture Partners with current contact information and the address to which the Campus Discoverer's apportionment of Net Receipts should be sent. This is a continuing obligation of Campus Discoverers and a Campus Discoverer’s estate in the event of the Campus Discoverer’s death, and it is encouraged that the Campus Discoverer continues to update Venture Partners with current contact information even if a Campus Discoverer leaves Â鶹Ãâ·Ñ°æÏÂÔØBoulder, so that Venture Partners may correctly distribute Net Receipts. Distribution of Net Receipts will continue to be paid to a Campus Discoverer after the Campus Discoverer leaves Â鶹Ãâ·Ñ°æÏÂÔØBoulder and to a Campus Discoverer’s estate after the Campus Discoverer’s death. If Venture Partners is unable to find a Campus Discoverer, or the Campus Discoverer’s estate, to provide the Campus Discoverer’s share of Net Receipts for a period of 24 months, such share of Net Receipts will revert to Venture Partners. Ìý
2. Responsibilities of Venture Partners
   1. Managing Director of Venture Partners Ìý
      1. As the Principal Technology Transfer Officer for Â鶹Ãâ·Ñ°æÏÂÔØBoulder, the Managing Director of Venture Partners has the primary responsibility for the implementation of the IP Policy and IP Procedure. Only the Managing Director of Venture Partners and officials who have specific Delegated Authority may undertake actions in the name of the University to execute the IP Policy and IP Procedure. The Managing Director of Venture Partners will supervise Venture Partners in undertaking the following responsibilities: Ìý
         1. Management of each Campus Discovery, including complete record-keeping and required reporting; Ìý
         2. Determining whether the University or any other party has rights to Discoveries according to Regent Policy 5.I, APS 1013, and the IP Policy and IP Procedure, and if so, the basis and extent of such rights; Ìý
         3. Determining, in their sole authority, whether to pursue Intellectual Property including, but not limited to, a Patent, Copyright, Mask Work, Trade Secret, Trademark, or Service Mark for a Campus Discovery; Ìý
         4. Assessment of what steps should be taken with respect to the commercialization of Campus Discoveries including, but not limited to, licensing, use in the public domain, or another commercialization or development strategy; Ìý
         5. For those Campus Discoveries for which Venture Partners elects to pursue Intellectual Property protection in a Campus Discovery, taking the necessary steps to obtain Intellectual Property protection for the Campus Discovery. Steps include, but are not limited to, preparing and prosecuting applications for patent, copyright registration, and other legal protection, or obtaining legal counsel or other assistance for that purpose;Ìý
         6. Where appropriate, as determined by Venture Partners, arranging for licensing, other commercial development, or use in the public domain of Campus Discoveries and Intellectual Property in Campus Discoveries, including negotiating or assisting in negotiation of licenses, assignments, or other commercialization or development agreements;
         7. Administering the collection and distribution of Net Receipts; Ìý
         8. Reviewing and negotiating sponsored research agreement terms in partnership with the Office of Contracts and Grants (OCG) that implicate existing or future Campus Discoveries and Intellectual Property for Campus Discoveries; andÌý
         9. Implementing procedures to ensure compliance with government regulations concerning Campus Discoveries developed with government support.
      2. Only the Managing Director of Venture Partners and employees who have specific Delegated Authority may bind the University to an agreement involving Campus Discoveries and Intellectual Property for Campus Discoveries. Should a University employee not possessing such Delegated Authority sign an assignment or other grant of rights of Intellectual Property for Campus Discoveries or an agreement seeking to bind the University with respect to Campus Discoveries or Intellectual Property for Campus Discoveries, such an agreement will be null and void.
   2. Venture Partners Procedures for Initial Evaluation of Discoveries Ìý
      1. Evaluation of the Discovery. Upon receipt of a Discovery Disclosure, Venture Partners will make all reasonable efforts to work with the Campus Discoverer(s) to promptly evaluate the Discovery for University ownership, patentability, appropriateness of other Intellectual Property protection, technical feasibility, and commercial potential, and may undertake any of the following actions: Ìý
         1. Requesting additional information, data, and/or further development of the Discovery from the Discoverer to complete the Discovery Disclosure;
         2. Filing a patent application, maintaining copyright, or pursuing another proprietary protection strategy for the Discovery; Ìý
         3. Developing a commercialization strategy for the Discovery, including: Ìý
            1. If a Campus Discoverer has informed Venture Partners of an intention to form a startup to develop the Discovery, offering to connect the Campus Discoverer(s) and the startup team with appropriate University programs; Ìý
            2. If the Campus Discoverer has not informed Venture Partners of an intention to form a startup to develop the Discovery, seeking interest and feedback on the Discovery from potential licensees and/or other subject area experts;Ìý
            3. Authorizing open-source licensing in the case of software or other copyrighted materials; Ìý
            4. Dedicating the University’s rights in the Discovery to the public; Ìý
            5. Allocating specific University translational or commercialization resources, including through collaboration with the Discoverer(s), to further advance the Discovery; or Ìý
            6. Formally deciding not to proceed with seeking Intellectual Property protection and/or commercializing the Discovery. Ìý
         4. In its evaluation and development of a commercialization strategy for the Discovery, Venture Partners will also consider how to preserve further academic research on Discoveries at the University and other non-profit research institutions, whether open-source licensing is appropriate in the case of software and other copyrighted materials, and the general missions of the University in the creation and dissemination of knowledge for the public good.
         5. In its development of a proprietary protection strategy for a Campus Discovery, Venture Partners may combine multiple Campus Discoveries into one patent application filing, and those multiple Campus Discoveries will be treated as one Campus Discovery.
      2. Inventorship or Authorship Determination. For patentable Campus Discoveries, in the absence of consensus on inventorship among all known potential inventors or when Venture Partners determines an inventorship analysis to be prudent, Venture Partners will work with legal counsel to determine the actual inventors pursuant to United States Patent Law. For copyrighted Campus Discoveries, in the absence of consensus on authorship among all known potential authors, Venture Partners will work with legal counsel to determine the actual authors pursuant to United States Copyright Law.
      3. Discovery Initial Evaluation Timeline. In all cases, subject to the reasonable cooperation of the Campus Discoverer(s), Venture Partners must determine University ownership and the Intellectual Property protection strategy for a Campus Discovery within four months of receipt of a complete Discovery Disclosure, which may require submission of additional information requested from Venture Partners as necessary to understand the Discovery. If the Campus Discoverer does not reasonably cooperate with Venture Partners in its initial evaluation of the Campus Discovery, this may delay Venture Partners’ initial determinations.
   3. Venture Partners will assist Campus Discoverers in assessing whether submission of a Discovery Disclosure to a Sponsored Project funding entity impacts patentability and in explaining the IP Policy and IP Procedure to collaborators.

V. Procedures

1. Intellectual Property Procedure on Discoveries and Patents for Their Protection and Commercialization (IP Procedure)ÌýÌý

VI. Related policies, forms, guidelines and other resourcesÌý