14.5 Evaluation and Protection of Intellectual Property

14.5.1 Responsibility to Disclose

Creators shall disclose promptly to the University each University IP that they determine, in good faith and using their best judgement, is a Disclosable University IP, by completing and submitting an IP Disclosure Form to TDIC. In case of doubt, Creators should complete and submit an IP Disclosure Form and consult with TDIC.

Creators shall complete the IP Disclosure Form with enough information to allow the accurate evaluation of the technical and related features and functions, co-ownership, co-creatorship (including details of all Creators and their relative contributions in percentage), commercial value, legal protections and any pre-existing conflicting rights relating to such Disclosable University IP.

Creators shall complete and submit the IP Disclosure Form and give the University the opportunity to protect a Disclosable University IP before making any Public Disclosure of such Disclosable University IP. Failure to do so may result in loss of Intellectual Property Rights and subsequent commercialization potential.

14.5.2 Evaluation by the University

TDIC manages the evaluation of University IP disclosed in accordance with 14.5.1 and arranges for the IP Evaluation Committee to conduct an evaluation of such University IP for patentability and registration purposes, commercialization potential, and other assessment.

14.5.3 Protection of University IP

TDIC administers all filing and registration processes and other legal protections, such as litigation, in relation to University IP that the University has determined to protect.

The Creators of University IP shall provide TDIC with all reasonable support and work with TDIC jointly and cooperatively with regard such processes and protections, including, without limitations, by confirming in writing upon the University's request the correctness of the information submitted in an IP Disclosure Form or by signing all documents that the University requests them to sign.

All filings and registrations shall be in the University's name or, where the University determines that the law of the relevant jurisdiction so requires, in the name of the relevant Creators and then assigned to the University at the University's request.

Subject to 14.7.4.1, the University shall pay for all costs relating to the protection, administration and maintenance of University IP.

14.5.4 University IP Abandoned or Not Commercialized

The University may assign any University IP to its Creator(s) if the University determines (i) not to protect or to abandon the protection of such University IP; (ii) that the commercialization of such University IP does not give rise to any reasonable prospect of commercial success; or (iii) that such an assignment would enhance the transfer of such knowledge for the benefit of the public; and provided in each case that such an assignment is consistent with the University’s obligations to third parties, in particular any sponsor(s) of the research from which such University IP is derived. Upon such an assignment, the Creator(s) will be entitled to seek to protect and/or commercialize such Intellectual Property at their own expenses.

Unless agreed otherwise by the Executive Vice President for Technology Development and Innovation, such an assignment of University IP shall be subject to each Creator undertaking in writing (i) to pay to the University one quarter of any revenue and/or Proprietary Interests such Creator receives in connection with the commercial exploitation of the relevant University IP, after deduction of verified ownership, protection and maintenance expenses; (ii) not to assign or otherwise transfer without the prior written consent of the University any of the rights or obligations of such Creator in relation to the relevant University IP; (iii) to provide periodically to the University certified accounts of any such revenue and/or Proprietary Interest they receive or become entitled to; and (iv) not to enter into any agreement with any entity or person with which the University conducted negotiations relating to the commercialization of the relevant University IP, or any entity or person affiliated with such entity or person, during the period of 2 years starting on the date on which such negotiations ceased.

TDIC oversees the negotiations and implementation of such assignments and undertakings.