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Accredited investor: under the Securities Act of 1933, a company that offers or sells its securities must register the securities with the SEC or find an exemption from the registration requirements. The federal securities laws define the term accredited investor in Rule 501 of Regulation D. Additional information on accredited investors can be found at http://www.sec.gov/answers/accred.html.
Assignee: the entity who owns a patent.
Association of Technology Managers (AUTM): a living, dynamic, global network of more than 3,500 technology transfer professionals who work in academic, research, government, legal, and commercial settings. AUTM is dedicated to promoting and supporting technology transfer through education, advocacy, networking and communication. Additional information on AUTM can be found at http://www.autm.net/home.htm.
Bayh-Dole Act: adopted in 1980, the legislation gave universities, small businesses, and non-profits intellectual property control of their inventions and other intellectual property that results from federal funding. Additional information on the Bayh-Dole Act can be found at http://www.access.gpo.gov/nara/cfr/waisidx_02/37cfr401_02.html.
Business plan: a formal document that describes the potential business model and is used to assess a startup’s viability.
Confidential Disclosure Agreement (CDA): are used to maintain confidentiality between the parties when confidential information is shared.
Copyright: protection given to original works of authorship fixed in any tangible medium of expression, giving the holder of the copyright the exclusive right to reproduce, adapt, distribute, perform, make derivate works, and display the work. Software is a common copyrighted work in an academic setting. Although research publications are also copyrighted works in an academic setting, according to academic custom, the University does not take institutional ownership in individual publications. Additional information on copyrights can be found at www.copyright.gov.
Exclusive License: a license for intellectual property that is given exclusively to one licensee.
Feasibility study: a proposal including the business concept, technology, market, and management team that projects the potential impact and success of a startup.
Income Distribution Agreement (IDA): covers the terms of agreement between the inventors of an item of technology with respect to the distribution of license income between the inventors and the University with respect to the development of the technology.
Intellectual Property (IP): any invention, discovery, improvement, copyrightable work, integrated circuit, mask work, trade secret, and licensable know-how and related rights. Examples of IP include a cure for a disease, software, a new type of mousetrap, or books.
Intellectual Property Disclosure Form (IPDF): a formal document used to declare a new technology and subsequently analyze it for commercial or public value.
Inter-Institutional Agreement (IIA): must be used when University materials are co-owned or licensed with another Institution, typically another university. The IIA includes the agreement, information about patent rights, and the unique business terms of the inter-institutional relationship.
Invention: any useful process machine, composition of matter, or any new or useful improvement of the same. Computer software may also be classified as an “invention.”
Inventor: an individual or group of individuals who invented, authored, or were otherwise responsible for the creation of the intellectual property.
License: legal permission granted by the owner to allow another party to use the intellectual property.
License agreement: provides the company certain rights to University Intellectual Property, in return for commercialization efforts and payments to the University.
License application: outlines the inventor’s proposed plans for commercialization and demonstration of business case.
License terms: defined items within the license agreement the licensor and the purchaser of the license agree to uphold.
Licensee: a for-profit, privately held company to which the University licenses or assigns intellectual property rights in University-owned technology.
Material Transfer Agreements (MTA): are used when University materials are transferred to a company for further evaluation or development. The Agreement also includes provisions for confidentiality between the parties. Additional information on MTAs can be found at http://www.ospa.umn.edu/policiesandprocedures/MTAs/index.html.
Minimum payments: the minimum amount the licensee is required to pay.
Non-disclosure Agreement (NDA): a legal contract to protect information considered to be proprietary or confidential. The parties agree not to disclose information covered by the agreement.
Non-Exclusive License: a license for intellectual property that can be given to multiple licensees.
Office of Institutional Compliance: provides independent oversight over the University of Minnesota’s compliance programs and is responsible for coordinating and monitoring these programs to assure that the University is compliant with federal, state, and local laws and regulations as well as University policies. Additional information on the Office of Institutional Compliance can be found at http://www.instcomp.umn.edu/.
Option Agreement: provides a specific amount of time to evaluate an invention before licensing. Generally, a one-time fee is charged, and other fees, such as patent costs may also be included.
Patent: grant of property rights on new, useful, and non-obvious inventions by the U.S. Government through the U.S. Patent and Trademark Office (USPTO). The grant of a patent excludes others from making, using, selling, offering to sell, or importing the invention in the United States. Patents are specific to the granting country or region of countries. In the United States, the right conferred by the patent grant extends throughout the United States. Additional information on patents can be found at www.uspto.gov.
Plant Material Testing Agreement (pMTA): a contract that controls the transfer of plant materials from the owner or authorized licensee to another party, generally an institution for research purposes or a grower who plans to test the plant variety in their environment.
Prior art: the total body of knowledge including publications and patents, which teaches or otherwise relates directly to an invention. This is the primary criterion in determining the patentability of a new invention.
Provisional Patent Application: a strategy to preserve your rights for one-year during which a decision must be made whether to file a regular patent application. A Provisional Patent Application is not examined but must serve as the priority date for later-filed applications.
Public disclosure: any communication to a person not obligated to keep the information confidential which provides the details that enable them to recreate your discovery. Public disclosures include: oral presentations, abstracts, posters, papers, theses, awarded grant applications, Web sites, e-mails, blogs, and even a confidential conversation that occurs in public.
Report of External Professional Activities (REPA): form filled out annually by faculty and staff to report external activities and business and financial interests in accordance with the University policies that govern external professional conduct, activities, and interests. Additional information on REPA can be found at http://egms.umn.edu/REPA/.
Research sponsor: government, foundation, not-for-profit entity providing monetary or material support to a research project.
Royalties: usage-based payments made by the licensee to the University for ongoing use of University intellectual property.
Small Business Innovative Research grants: a highly competitive program that encourages small businesses to explore their technological potential and provides the incentive to profit from its commercialization by offering federal research and development awards. Additional information on SBIR grants can be found at http://www.sbir.gov/.
Sponsored Projects Administration (SPA): is the University of Minnesota system-wide office authorized to submit research proposals and receive awards from external sources on behalf of the Board of Regents of the University of Minnesota. SPA is also the fiduciary for the University on grant-related matters. Additional information on SPA can be found at http://www.ospa.umn.edu/aboutspa.html.
Sponsored Research Agreements: a contract that is negotiated with Sponsored Projects Administration (SPA) and typically provides companies a first option to an exclusive license to any inventions arising from the contracted work. Additional information on Sponsored Research Agreements can be found at http://www.ospa.umn.edu/.
Term sheet: a non-binding document that captures the business terms of an agreement between a company and the University around a particular technology.
Trademark: protection given to any distinctive word, name, symbol, or device, or any combination used, or intended to be used, in commerce to identify and distinguish the goods of one manufacturer or seller from goods manufactured or sold by others, and to indicate the source of the goods. The OTC generally does not pursue trademark protection except in select cases. Most of the trademark protection that occurs at the University is protection of the University’s name, symbols, and mascots. Handling of these trademarks is done through The University Athletic Department. Additional information on trademarks can be found at www.uspto.gov.
Trade secret: protection given to a formula, process, device, or other business information that is kept confidential to maintain an advantage over competitors. Due to the open nature of public universities, trade secrets, while commonly important intellectual property in companies, are less commonly protected in academic settings.
Venture capital: is provided as seed funding to early-stage, high-potential, growth companies and more often after the seed funding round as growth funding round (also referred as series A round) in the interest of generating a return through an eventual realization event such as an IPO or trade sale of the company.
CEO-in-Residence Program: matches CEOs and business executives who have a track record of success in establishing, financing, and leading startup companies with University of Minnesota intellectual property and if an appropriate opportunity is identified, contributing to or leading a new startup company.
External Entrepreneur: entrepreneur or investor outside the University of Minnesota who seeks to create a new company based on a license to University research.
Intellectual Property Commitment Committee: is the final authority for review of all disclosed intellectual property and determines the outcome of all disclosures. It is composed of four to six University representatives and two to three private sector experts.
Office for Technology Commercialization: oversees all aspects of technology commercialization at the University of Minnesota. OTC has five business units: Life Sciences, Engineering & Physical Sciences, Software and Information Technologies, Agriculture and Horticulture, and the Venture Center that all work together to determine the best path of commercialization for each technology.
Researcher Entrepreneur: University researcher who has a desire to initiate a startup and feels their research program may create this opportunity.
Startup application: the first step in the Startup Process that includes entrepreneur information, a description of the startup business concept, and an initial feasibility study.
Startup company: Office for Technology Commercialization defines a startup to be a new company that is spun out and given a license to commercialize University of Minnesota technology.
Technology Liaisons: work with investigators to seek out opportunities to patent or license discoveries, support researchers during commercialization, and respond to inquiries from the University community.
Technology Marketing Manager (TMM): works with industry and entrepreneurs to negotiate mutually beneficial agreements that maximize chances for commercial success.
Technology Strategy Manager (TSM): works with inventors to provide guidance with respect to disclosure, evaluation, and the protection process.
University Regents Commercialization of Intellectual Property Policy: governs patents and the ownership, commercialization and dissemination of intellectual property rights in technology created at the University. Read the University Regents Commercialization of Intellectual Property Policy.
Venture Center: the business unit within OTC that works with entrepreneurs, researchers, and investors to create startup companies based on University research.