VCOM Institutional Policy and Procedure Manual

VCOM Policy and Procedure

Policy #R005

VCOM costs associated with Intellectual Property management shall be reimbursed from Gross Revenues. Such costs shall include, but not be limited to, patent prosecution, maintenance, infringement actions, licensing activities, employment costs, and other related costs as approved by the Vice Provost for Research and the President. Net revenues shall be distributed in accordance with the provision of section 7.2 of this agreement. The manner and amount of said cost reimbursements will be determined by the Vice Provost for Research and the President to maintain fairness and adequate incentives in the distribution of revenue. In no case shall VCOM distribute equity obtained as a result of a license agreement directly to any person covered by this policy. Equity shall be held by VCOM and revenues distributed according to this policy at such time as a liquidity event occurs. In those cases where covered persons hold equity in a licensee of VCOM Intellectual Property, those persons shall not receive any revenue distribution from a license on which they are a named inventor of the licensed Intellectual Property. Sensitivity to conflicts of interest necessitates that certain types of research on a licensed Invention by its Inventor(s) and/or VCOM may be disallowed, whatever the funding source. Sponsored research to advance the state-of-the-art of existing inventions is encouraged under those circumstances where the Inventor's participation presents little, if any, opportunity to compromise the integrity of the Inventor and VCOM. For review of cases involving potential conflicts of interest, the Research Division shall review the case and make recommendations to the Vice Provost for Research. Final decisions rest with the President. 7.2. Schedule for Net Revenue Distribution from Intellectual Property The schedule for distribution of Net Revenues shall be designed to provide incentives to Inventors. The support and further development of technology transfer offices and functions shall be increased from the distribution of net revenues to the divisions of VCOM. All named Inventors will receive distribution according to the agreed upon proportions defined in the Invention Disclosure Form. This policy provides for the distribution of revenues from both net cash royalties and liquidation of equity shares resulting from Intellectual Property agreements. The distribution of revenue is shown in Table 1. Table 1. Net Revenue Distribution from Intellectual Property

Inventors' Personal Share Inventors' Division VCOM Share 50% 20% 30%

7.3. Distribution after Termination or Death The Inventors' personal share shall survive termination of affiliation with VCOM and, in the event of death of the Inventor, shall inure to his/her estate.

Intellectual Properties and Agreements Policies and Procedures

Page 5 of 10