Â鶹Ãâ·Ñ°æÏÂÔØ

Campus Discoverer: A Discoverer who is an Included Person with an appointment or affiliation to Â鶹Ãâ·Ñ°æÏÂÔØBoulder.ÌýÌý

Campus Discovery: A University Discovery made, in whole or in part, by a Campus Discoverer.Ìý

Conflict of Interest and Commitment Management Agreement: A written agreement and management plan between the University and the Campus Discoverer(s) specifying how actual or perceived conflicts of interest or commitment are reduced or eliminated as required by APS 5012: Conflicts of Interest and Commitment and the Â鶹Ãâ·Ñ°æÏÂÔØBoulder Academic and Researcher Conflicts of Interest and Commitment Policy and Standards.ÌýÌý

Delegated Authority: The authority granted by the Â鶹Ãâ·Ñ°æÏÂÔØBoulder chancellor to a Â鶹Ãâ·Ñ°æÏÂÔØBoulder officer to execute agreements in accordance with applicable University policies.ÌýÌý

Discoverer: Any individual who is the inventor or creator of a Discovery.ÌýÌý

Discovery: Any inventive idea and/or its reduction to practice which relates to, but is not limited to: new processes or methods of producing a new and useful industrial result; any composition of matter, including chemical and biological compounds and research materials; any new devices; any new plant; any new design in connection with the production or manufacture of an article; any new computer hardware and/or software programs; any clinical protocol or survey instrument; any new use or improvement of existing systems, processes, or methods of producing a new and useful industrial result, devices, compositions of matter, or software programs; and any know-how and data supporting these inventive ideas.Ìý

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.ÌýÌý

Visiting Scholar: A person who has been granted access to University administered funds, Sponsored Programs, facilities, research equipment, including software, research space or other physical assets pursuant to an appropriately executed Visiting Scholar Agreement.ÌýÌý

Visiting Scholar Agreement: A separately executed written agreement between a person or that person’s home institution and University permitting Substantial Use of University Resources, which agreement includes intellectual property provisions approved by the appropriate Principal Technology Transfer Officer.ÌýÌý

Work Responsibilities: Any work, including third party employment such as consulting activity, that is related to an Included Person’s activities or field of expertise at the University, as evidenced by their research focus, or as otherwise articulated in a faculty member’s professional plan or an employee’s position description.Ìý

III. Procedure Statement

1. Transfer of Rights in a Campus Discovery to the Discoverer(s)
   1. Venture Partners has no obligation to pursue protection and commercialization of Campus Discoveries or, having taken steps to pursue protection or commercialization of a Campus Discovery, to continue pursuing protection and commercialization of the Campus Discovery. Should Venture Partners decide that it will not exercise its rights to a Campus Discovery or not to continue to pursue protection and commercialization of the Campus Discovery, Venture Partners must notify the Campus Discoverer(s). The Campus Discoverer(s) may then submit a written request to Venture Partners to transfer all or a subset of the University’s interests in the Campus Discovery and the Intellectual Property for the Campus Discovery to all of the Campus Discoverers, as allowed by law, APS 1013, and the IP Policy and IP Procedure. Any transfer of University’s interests in a Campus Discovery and the Intellectual Property for the Campus Discovery will be subject to: Ìý
      1. The rights of any research sponsors, collaborators, or any third-party joint owners;
      2. The right of the University and other academic institutions and not-for-profit research institutions to practice the Campus Discovery for academic research and educational use, as further set forth below; and Ìý
      3. The additional procedures and limitations set forth below. Ìý
   2. Additional Procedures and Limitations
      1. Third-Party Sponsored Project Interests in the Campus Discovery. Any transfer of the University’s interests in a Campus Discovery and the Intellectual Property for the Campus Discovery may be contingent upon the approval by any company, government agency, or other third party that funded or collaborated in the conduct of the research from which the Campus Discovery was derived, if required by the applicable Sponsored Project agreement. Venture Partners will reasonably cooperate in obtaining the approval from the company, government agency, or other third party that funded or collaborated in the conduct of the research, but such approval is within the sole discretion of the third-party funder or collaborator, if required.
      2. Where Discoverers from Multiple Campuses Contribute to the Discovery. Where Discoverers from multiple campuses contribute to a Discovery, all relevant campus Technology Transfer Offices must agree before the University’s interests in the Discovery and the Intellectual Property for the Campus Discovery are transferred to the Campus Discoverers.
      3. Joint Third-Party Owners. If a Campus Discovery is jointly owned by one or more other institutions of higher education, federal labs, companies, or other third parties, such third-party joint owners will retain their interests in the Campus Discovery and the Intellectual Property for the Campus Discovery.
      4. Multiple Campus Discoverers. If there is more than one Campus Discoverer, Venture Partners will contact all of the Campus Discoverers, including any Campus Discoverers who did not participate in the transfer request, to notify them of the request and will work with all of the Campus Discoverers to process the transfer.
      5. Retained Rights. In any transfer of the University’s interests in a Campus Discovery and the Intellectual Property for the Campus Discovery to the Campus Discoverer(s), the University will retain a fully paid-up, royalty-free license to use the Campus Discovery for research, educational, and service purposes, and to permit other academic institutions and not-for-profit research institutions to do the same, for the legal life of the Intellectual Property for the Campus Discovery. Ìý
      6. Reimbursement of Discovery Expenses. If Venture Partners incurs any unreimbursed out-of-pocket Discovery Expenses for the Campus Discovery to be transferred, the Campus Discoverers may be required to reimburse Venture Partners for all such Discovery Expenses. Ìý
      7. Improvements or Follow-On Discoveries. Any transfer of the University’s interests to a Campus Discovery is limited to that Campus Discovery and the Intellectual Property for that Campus Discovery and does not include any new Discoveries that are based on or are improvements to the transferred Campus Discovery. Each Campus Discoverer has the obligation to disclose to Venture Partners new Discoveries that are improvements to transferred Campus Discoveries in a timely manner in accordance with the IP Policy and IP Procedure. Further, any transfer of the University’s interests in a Campus Discovery and the Intellectual Property for the Campus Discovery does not include the University’s interests in any Tangible Research Materials or other research materials or equipment that may have been used in the development of the Campus Discovery or that may be necessary for the practice of the Campus Discovery.
      8. No Use of University Resources. Campus Discoverers to whom a Campus Discovery has been transferred may not use University resources, personnel, time, facilities, equipment, materials, or assets to further develop, protect, or commercialize the transferred Campus Discovery.
   3. Notwithstanding the foregoing rights of Campus Discoverers to request the transfer of the University’s ownership interest in a Campus Discovery to the Campus Discoverer(s), Venture Partners has no obligation to transfer the University’s ownership interest in a Campus Discovery to Discoverers who have failed to cooperate with Venture Partners as required by the IP Policy and IP Procedure, Regent Policy 5.I, or APS 1013.
2. Distribution of Net Receipts
   1. Net Receipts Allocation Method. Net Receipts received from the commercialization of Campus Discoveries will be distributed by Venture Partners in accordance with the following allocation methodology: Ìý
      1. 35 percent to the Campus Discoverer(s) personally Ìý
      2. 25 percent to Venture PartnersÌý
      3. 25 percent to the Â鶹Ãâ·Ñ°æÏÂÔØBoulder chancellor Ìý
      4. 15 percent to the dean(s) and/or director(s) of the school(s), institute(s), and/or college(s) of the Campus Discoverer(s)
   2. Use of the Chancellor’s, Venture Partners’, Dean’s, and Director’s Share of Net Receipts. If a Discovery results from research that was supported by federal funding, distributions of Net Receipts to the chancellor, to Venture Partners, and to the dean(s) and/or director(s) of the school(s), institute(s), and/or college(s) of each Discoverer must be used to support scientific research or education and/or to cover expenses incidental to the administration of federally funded Discoveries in compliance with federal funding requirements. It is further advised that all use of Net Receipts by the Â鶹Ãâ·Ñ°æÏÂÔØBoulder chancellor, Venture Partners, deans, and directors be in support of Discoveries and Discoverers. Ìý
   3. Multiple Discoveries. Where more than one Campus Discovery is included in the same commercialization agreement, the share of Net Receipts from that commercialization agreement will first be allocated to each Campus Discovery before any further allocation.
      1. Net Receipts that are not derived from specific Intellectual Property (for example, upfront license fees or license maintenance fees) will be allocated equally among the multiple Campus Discoveries, regardless of the number of Intellectual Property corresponding to the Campus Discovery. Ìý
      2. Net Receipts that are derived from a specific patent, patent application, software code, or other copyrighted material (for example, royalties on product sales or product development milestone fees) will be allocated equally among the Campus Discoverer(s) who are the inventors of the relevant patent(s) or patent application(s) or creators of the relevant software code or other copyrighted material.
      3. If the commercialization agreement includes any Campus Discovery for which Intellectual Property protection has not been filed or that has been abandoned before Net Receipts are received, Net Receipts will not be allocated to such Campus Discovery. Ìý
      4. Equity. Net Receipts that are derived from the liquidation of equity received as consideration for a commercialization agreement will be allocated equally among all Campus Discoveries that have ever been included in the commercialization agreement, regardless as to when the Campus Discovery is included in the commercialization agreement and regardless as to whether the Campus Discovery is removed from the commercialization agreement before the equity is liquidated. Ìý
   4. Multiple Discoverers. Where a Campus Discovery is made by multiple Campus Discoverers, the share of Net Receipts to be allocated to the Campus Discoverers personally will be allocated among multiple Campus Discoverers based on each Campus Discoverer’s inventive contribution to the Campus Discovery. Individual Campus Discoverers may enter into agreements among themselves to reallocate such amounts among the Campus Discoverers or to others who contributed to the research from which the Campus Discovery was developed but whose contributions have not resulted in such individuals being considered Campus Discoverers. All such agreements must be in writing, signed by all of those affected, and submitted to Venture Partners. The allocation to each applicable school, institute, college dean or director will correspond to its Campus Discoverer’s allocation.
   5. Retroactive Effectiveness. Distributions of Net Receipts received on or after the effective date of the IP Policy and IP Procedure from all Campus Discoveries, whether disclosed on, before, or after the effective date, and irrespective of whether the Discovery is subject to a license or other commercialization agreement that was executed on or prior to the effective date, will be governed by, and such distributions will be made in accordance with, the IP Policy and IP Procedure, with the exception of Net Receipts that are subject to agreements that were separately executed prior to the effective date pertaining to the distribution of Net Receipts for a particular Campus Discovery or a particular Campus Discoverer that deviated from the University policy effective at the time, and were signed by the then-current Principal Technology Transfer Officer, which distribution will continue to be governed by such agreements. Ìý
   6. Campus Discoverers with Multiple School, College, or Institute Affiliations. In the case where a Campus Discoverer is formally affiliated with more than one school, institute, or college, the corresponding share of Net Receipts will be distributed evenly among all such affiliated Â鶹Ãâ·Ñ°æÏÂÔØBoulder units.
   7. If a Discoverer Leaves the University. If a Campus Discoverer is no longer an employee of the University, that Campus Discoverer's personal share of Net Receipts will continue. Upon the death of a Campus Discoverer, their personal share of Net Receipts will be directed to the Campus Discoverer’s heirs or estate upon and in accordance with instructions received by Venture Partners from the estate’s administrator or other legal equivalent.
   8. Exceptions. Ìý
      1. Except for the share allocated to the Campus Discoverer(s) personally, the allocation set forth above may be modified by the chancellor in instances of fiscal exigency, in which Â鶹Ãâ·Ñ°æÏÂÔØBoulder is facing a severe financial crisis that cannot be effectively resolved through alternative means. Ìý
      2. Except for the share allocated to the Campus Discoverer(s) personally or except as expressly consented to by the Campus Discoverer(s) with regard to the share allocated to the Campus Discoverer(s) personally, the above allocation of Net Receipts does not apply when it is in conflict with the terms and conditions of a third-party Sponsored Project agreement with the University. In such case, the terms of the third-party Sponsored Project agreement will control. Ìý
      3. In the case of Net Receipts obtained for the upfront grant of rights to potential Campus Discoveries that may be made in the future and corresponding Intellectual Property (which may occur under a sponsored research agreement), and where the Campus Discoverers cannot be determined because there is no existing Campus Discovery, the share that would be allocated to the Campus Discoverer(s) personally will instead be allocated to:
         1. A Â鶹Ãâ·Ñ°æÏÂÔØBoulder account for support of each of the principal investigators’ research where there is one or more designated principal investigators; or Ìý
         2. Venture Partners in instances where there is no designated principal investigator(s), such as under a master sponsored research agreement prior to any task orders under that agreement.
      4. Individual Campus Discoverers and other contributors allocated a share of the amounts allocated to the Campus Discoverers personally have the option of allocating their personal share of Net Receipts to any account managed by Â鶹Ãâ·Ñ°æÏÂÔØBoulder. All such alternate allocations must be documented in writing, signed by the affected Campus Discoverer, and submitted to Venture Partners. In order for Campus Discoverers or other contributors allocated a share of Net Receipts who desire to assign their personal share to an account managed by Â鶹Ãâ·Ñ°æÏÂÔØBoulder to have no negative tax consequence for the Campus Discoverer or other contributor, it is strongly recommended that the alternate allocation occur before the first Net Receipts are received by Venture Partners.
      5. In the case of Net Receipts received from the commercialization of any Discovery or Discoveries created by Discoverers from more than one Â鶹Ãâ·Ñ°æÏÂÔØcampus, the respective Technology Transfer Offices for each campus will agree upon terms for sharing between the relevant campuses, that takes into consideration the relative contribution between the Discoverers and that is consistent with standard agreements for sharing commercialization revenue between different campuses. Any allocation of Net Receipts between campuses will occur before any distribution under the IP Policy and IP Procedure, and only that share of Net Receipts allocated to Â鶹Ãâ·Ñ°æÏÂÔØBoulder will be subject to distribution under the IP Policy and IP Procedure.
   9. Disputes Regarding Distribution of Net Receipts. Any disputes regarding the distribution of Net Receipts that are unable to be resolved through discussions between Venture Partners and all the interested parties must be presented to and resolved pursuant to the IP Policy and IP Procedure. Ìý
   10. If a Distribution Cannot Be Made. If Venture Partners is incapable of making a payment to a Campus Discoverer, or to a Campus Discoverer’s estate in the event of the Campus Discoverer’s death, for any reason including, but not limited to, where making a payment would violate applicable laws or regulations or Venture Partners is unable to reach a Campus Discoverer, or the Campus Discoverer’s estate, using the contact information provided to Â鶹Ãâ·Ñ°æÏÂÔØBoulder by the Discoverer, to provide the Campus Discoverer their share of Net Receipts for a period of 24 months, such share of Net Receipts and all future allocations will revert to Venture Partners.
   11. Reasonable Delay of Distribution. When, in the judgment of Venture Partners, a reasonable basis exists for believing that an allocation and distribution of certain Net Receipts under the IP Policy and IP Procedure may be required to be changed, that certain Net Receipts may be required to be otherwise used or expended by Venture Partners, or that others may have a claim to such amounts, the allocation and distribution may be delayed for a reasonable period required for resolution of the matter. Payments made in good faith prior to such a resolution by Venture Partners to one or more claimants will fully satisfy any obligations on the part of Venture Partners to all claimants for the amounts paid.
   12. Minimum Threshold for Distribution. Venture Partners may delay distribution of Net Receipts to a Campus Discoverer until a minimum threshold of $1,000 has been received by Venture Partners for distribution to the Campus Discoverer.
3. Consulting and Business Activity
   1. External professional and business activities including, but not limited to, professional consulting or participation in a startup company, have the potential to result in the creation of a Campus Discovery. Any Included Person engaging in external professional or business activities, and those with Delegated Authority to approve such activities on behalf of Â鶹Ãâ·Ñ°æÏÂÔØBoulder, are responsible for ensuring that any agreements with external entities are not in conflict with the IP Policy and IP Procedure or any other applicable University policies including, but not limited to, the Academic and Researcher Conflicts of Interest and Commitment Policy and Standards and requirements to submit a Disclosure of External Professional Activity (DEPA). Venture Partners may advise an Included Person and those charged with approving the Included Person’s external professional or business activity on the application of the IP Policy and IP Procedure to the Included Person’s external professional or business activity. Prior to engaging in external professional or business activity, an Included Person is responsible for making their obligations under the IP Policy and IP Procedure and related University policies clear to those external entities. It may be prudent for the Included Person to engage outside legal counsel to provide advice on an Included Person’s participation in such external professional or business activities. Ìý
   2. To the extent a Â鶹Ãâ·Ñ°æÏÂÔØBoulder Included Person makes a Discovery in the conduct of external professional or business activities, the Â鶹Ãâ·Ñ°æÏÂÔØBoulder Included Person must disclose the Discovery to Venture Partners in accordance with the IP Policy and IP Procedure so that Venture Partners may make the determination whether the University owns the Discovery. An Included Person has no authority to grant any rights under Campus Discoveries or Intellectual Property relating to Campus Discoveries, even if such Discoveries are related to external professional or business activities with third parties.
4. Special Circumstances Related to the Grant of a License to a Startup Company
   1. Venture Partners, in consultation with the Campus Discoverer(s), will determine whether it is appropriate to license a Campus Discovery and/or the Intellectual Property for the Campus Discovery as the basis of a new company and will provide or introduce the Campus Discoverer(s) to startup programs. Venture Partners will evaluate the following four primary criteria when determining whether to license a Campus Discovery and/or the Intellectual Property for the Campus Discovery to a startup company that will be formed specifically to license and commercialize the Campus Discovery and/or the Intellectual Property for the Campus Discovery:
      1. Whether the company’s business plan or investor pitch deck sufficiently identifies the resources and steps necessary to commercialize the Campus Discovery and/or the Intellectual Property for the Campus Discovery and make the benefits of the Campus Discovery available to the public. Ìý
      2. Whether the company has received a commitment of sufficient initial funding and has a reasonable chance to obtain additional funding or revenue necessary to commercialize the Campus Discovery and/or the Intellectual Property for the Campus Discovery. Venture Partners will consider the early nature of the startup company and its specific industry and the nature of the Discovery and product development pathway in determining what constitutes sufficient initial funding to ensure that a company has every reasonable opportunity to meet this requirement.
      3. Whether the company has hired or otherwise engaged a sufficiently experienced and available manager or management team, which may include Discoverers in some cases, capable of commercializing the Campus Discovery and/or the Intellectual Property for the Campus Discovery. The company must be represented by an individual who is not an Included Person to negotiate the terms of any commercialization agreements with Venture Partners, as required under the Â鶹Ãâ·Ñ°æÏÂÔØBoulder Conflict of Interest and Commitment Management Agreement.
      4. Compliance by any Included Person participating in the startup company with applicable University policies, including completion of a Conflict of Interest and Commitment Management Agreement with Â鶹Ãâ·Ñ°æÏÂÔØBoulder’s Conflict of Interest and Commitment Office.
         1. If the new company and any Included Person who will participate in the company do not meet these criteria, the company may still receive, at the discretion of Venture Partners, either a time-limited evaluation license and option agreement to the Campus Discovery and/or the Intellectual Property for the Campus Discovery, during which period the company should work to assemble the resources and information necessary to meet these requirements; or a commercial license that will require the company to meet at least these minimum criteria within six months of the license effective date. Decisions about whether a startup company meets the primary requirements for a commercial license will be made by Venture Partners. For the avoidance of doubt, Venture Partners has no obligation to reserve a Campus Discovery or the Intellectual Property for the Campus Discovery for a Campus Discoverer’s startup company, and Venture Partners may at its own discretion attempt to commercialize the Campus Discovery and related Intellectual Property with another entity unless and until the startup company enters into an option agreement, license agreement, or similar formal commercialization agreement with respect to the Campus Discovery and/or the Intellectual Property for the Campus Discovery. Ìý Ìý
         2. Venture Partners has no obligation to cover any obligations that startup companies may owe to third parties with whom the company conducts business, including patent expenses incurred by a startup company for the prosecution and maintenance of the licensed Intellectual Property.
5. Special Circumstances relating to Equity in Startups
   1. If equity in a startup company will be accepted by Venture Partners as consideration for a commercialization agreement for a Campus Discovery and/or Intellectual Property for the Campus Discovery, such equity will be issued to Â鶹Ãâ·Ñ°æÏÂÔØBoulder License Equity Holdings, LLC, or another organization as may be designated by the University to hold such equity. The Board of Directors of Â鶹Ãâ·Ñ°æÏÂÔØBoulder License Equity Holdings, LLC, or the board of directors of another organization, as may be designated by the University to hold such equity, has discretion to determine when it will liquidate the equity, and the proceeds from such liquidation will be transferred to Venture Partners. Any such amounts received by Venture Partners from the liquidation of equity will be treated as Net Receipts under the IP Policy and IP Procedure. Ìý
   2. For clarity, Â鶹Ãâ·Ñ°æÏÂÔØBoulder License Equity Holdings, LLC, or another organization as may be designated by the University, may acquire equity pursuant to transactions where the equity is not provided as consideration for a commercialization agreement for a Campus Discovery and/or Intellectual Property for the Campus Discovery. Such instances may include, but are not limited to, equity that is issued in exchange for an investment, payment of patent expenses or other startup company expenses, or use of University resources; or equity that is received as a gift. When such equity is liquidated, the proceeds will not be treated as Net Receipts. Ìý
6. Special Circumstances relating to Students, Visitors, and Visiting Scholars
   1. Discoveries Made by Students
      1. As provided in Regent Policy 5.I, the University will not own a Discovery created by a student who is enrolled at or affiliated with Â鶹Ãâ·Ñ°æÏÂÔØBoulder if the student:
         1. Is not employed by the University at the time the Discovery is made and has not made Substantial Use of University Resources to develop the Discovery, provided that the University will own a Discovery where the student: Ìý
            1. Creates the Discovery with an Included Person who is required to assign the Discovery to the University (in which case the University will jointly own the Discovery with the student);
            2. Assigns ownership rights in the Discovery to the University in writing; or
            3. Must make an assignment of such ownership rights to the University as a condition for participation in a course.
         2. Is employed by the University at the time the Discovery is made, but the Discovery is not related to the student-employee’s Work Responsibilities and is made without Substantial Use of University Resources, provided that the University will own a Discovery where the student:
            1. Creates the Discovery with an Included Person who assigns the Discovery to the University (in which case the University will jointly own the Discovery with the student);
            2. Assigns ownership rights in the Discovery to the University in writing; or
            3. Must make an assignment of such ownership rights to the University as a condition for participation in a course.
      2. If the student-created Discovery is a Campus Discovery and the student is required to assign ownership rights in the Discovery to the University, the student will be bound by Regent Policy 5.I, APS 1013, and the IP Policy and IP Procedure the same as any Included Person including, but not limited to, having rights in the distribution of Net Receipts.
      3. A student who holds a research stipend or fellowship through Â鶹Ãâ·Ñ°æÏÂÔØBoulder and who creates a Campus Discovery during the course of the stipend or fellowship is considered an Included Person bound by Regent Policy 5.I, APS 1013, and the IP Policy and IP Procedure. Ìý
   2. Visitors and Visting Scholars
      1. As provided in Regent Policy 5.I, it will be the responsibility of each Included Person who would like to provide access to Â鶹Ãâ·Ñ°æÏÂÔØBoulder research facilities, equipment, and other research resources to a visitor to ensure that such visitor has executed an agreement with the University prior to the visitor having such access. This agreement must include Intellectual Property provisions that have been approved by the Managing Director of Venture Partners or their designee.
7. Software Discoveries
   1. Disclosure of Discoveries that are Software. For Discoveries that are software written by a Â鶹Ãâ·Ñ°æÏÂÔØBoulder Included Person, the Included Person must disclose to Venture Partners such Discoveries if the Campus Discoverer determines that the Discovery has potential commercial use, if such disclosure is required by a third-party contract or grant that funded the research from which the Discovery was derived, or if the University is obligated to grant rights to the Discovery to a sponsor that funded the research from which the Discovery derived. Venture Partners will provide a separate Discovery Disclosure form for Discoveries that are software. For clarity, Campus Discoverers who create software that is solely for teaching or academic purposes, and that has no commercial application, are not required to disclose such software to Venture Partners. This is the case unless there is a third-party grant or contract that either requires disclosure of such software Discoveries, that requires the grant of rights to the sponsor under software Discoveries, or that restricts the distribution of software Discoveries. For any of the aforementioned software not required to be disclosed to Venture Partners, the Campus Discoverer(s) may distribute the software through any open source license approved by the Open Source Initiative. If a Campus Discoverer has any questions regarding whether a particular software Discovery must be disclosed to Venture Partners, the Campus Discoverer is encouraged to reach out to Venture Partners. If a Campus Discovery is software written solely by artificial intelligence, then such Campus Discovery should not be disclosed to Venture Partners.
   2. Intellectual Property in Software. Venture Partners may:
      1. Manage the software Discovery under copyright law and market it to potential licensees, including any startup company created for the purpose of commercializing the software Discovery;
      2. Dedicate the University’s rights in the software Discovery to the public;
      3. Authorize the Campus Discoverer(s) to distribute the software Discovery through an approved open source license; or Ìý
      4. Assign the University’s interest in the Intellectual Property for the software Discovery to the Campus Discoverer(s). Ìý
   3. If a software Discovery disclosed to Venture Partners is determined by Venture Partners to be patentable, it will also be handled as a patentable Campus Discovery under the IP Policy and IP Procedure.Ìý
8. Non-Software Copyrighted Materials. The University owns the copyrighted materials made by its employees in the course and scope of their employment. While the University, through Regent Policy 5.H and APS 1014, assigns the copyright it has in certain Educational Materials and Scholarly and Creative Works (as defined by Regent Policy 5.H) back to the author(s) of the works, the University retains ownership rights to copyrighted works that are Discoveries under this policy. If a copyrighted work is both a Discovery and Educational Material or a Scholarly or Creative Work, such copyrighted work must be disclosed to Venture Partners and Venture Partners will determine the University’s ownership interest in such work in accordance with Regent Policies 5.H and 5.I, APS 1013 and 1014, and the IP Policy and IP Procedure.
9. Tangible Research Property
   1. A Â鶹Ãâ·Ñ°æÏÂÔØBoulder Included Person must work with Â鶹Ãâ·Ñ°æÏÂÔØBoulder's Office of Contracts and Grants (OCG), as detailed below, before accepting or distributing Tangible Research Property. An Included Person is also responsible for complying with any other applicable University policies and procedures on the handling of Tangible Research Property, including OCG procedures regarding material transfer agreements for inbound and outbound Tangible Research Property and applicable cybersecurity, export control, and shipping requirements. Ìý
      1. Receiving Tangible Research Property
         1. An agreement specifying the rights and obligations respecting the transfer of Tangible Research Property from an external (institutional or commercial) entity to an Included Person or an Included Person’s laboratory at Â鶹Ãâ·Ñ°æÏÂÔØBoulder must be executed between the external entity and Â鶹Ãâ·Ñ°æÏÂÔØBoulder. These agreements are negotiated and administered by OCG.
         2. The delegated authority for signing an incoming material transfer agreement is within OCG. A Â鶹Ãâ·Ñ°æÏÂÔØBoulder Included Person receiving Tangible Research Property must also sign the material transfer agreement acknowledging the terms of the agreement when acknowledgement is required.
      2. Distributing Tangible Research Property
         1. An agreement specifying the rights and obligations respecting the transfer of Tangible Research Property from a Â鶹Ãâ·Ñ°æÏÂÔØBoulder Included Person or a Â鶹Ãâ·Ñ°æÏÂÔØBoulder Included Person’s laboratory to an external (institutional or commercial) entity must be executed between the external entity and Â鶹Ãâ·Ñ°æÏÂÔØBoulder. These agreements will be negotiated and administered by OCG.
         2. The delegated authority for signing non-exclusive material transfer agreements providing for the distribution of Â鶹Ãâ·Ñ°æÏÂÔØBoulder Tangible Research Property to external entities for non-commercial or commercial research use is within OCG. Ìý
      3. Costs Associated with the Transfer of Tangible Research Property Ìý
         1. Tangible Research Property transfer agreements for the distribution of Â鶹Ãâ·Ñ°æÏÂÔØBoulder materials may provide for the recovery of costs for the preparation and shipping of the Tangible Research Property to be delivered. Allowable recoverable costs are limited to those direct costs necessary to prepare and ship the materials. Any agreement for the transfer of Tangible Research Property from Â鶹Ãâ·Ñ°æÏÂÔØBoulder to an external entity that will include remuneration in excess of the foregoing allowable recoverable costs will be treated as a license agreement to be managed by Venture Partners under the IP Policy and IP Procedure, and the remuneration will be considered Net Receipts subject to allocation and distribution in accordance with the IP Policy and IP Procedure.
      4. Departing Including Persons who are Principal Investigators
         1. When an Included Person who is a principal investigator decides to permanently dissolve or temporarily change their affiliation with Â鶹Ãâ·Ñ°æÏÂÔØBoulder because the Included Person is transferring to a new institution, retiring, terminated, deceased, or is undertaking an extended but temporary absence from Â鶹Ãâ·Ñ°æÏÂÔØBoulder, the Included Person must comply with OCG procedures regarding the handling of Tangible Research Property in the Included Person’s laboratory including, but not limited to, the Procedural Guidance for PI’s Departing Â鶹Ãâ·Ñ°æÏÂÔØBoulder.

IV. Related policies, procedures, forms, guidelines and other resourcesÌý