To: Vice Presidents, Chancellors, Deans, Directors and Heads of Schools, Division, Departments and Offices

Re: Policy on Intellectual Property

The following policies are effective immediately and supersede, in whole or in part, any prior inconsistent verbal or written policies of the University including, but not limited to, Executive Memorandum No. B-10, dated March 21, 1973.

INDEX

I.	Purpose
II.	Definitions
III.	Applicability
IV.	Agreements with Sponsoring Organizations
V.	Outside Activities
VI.	Inventions
VII.	Copyrightable Works
VIII.	Trademarks
IX.	Tangible Research Property
X.	Reconveyance of Rights to Inventor/Creator
XI.	Equities of Participating Parties
XII.	Committee on Patents and Copyrights
XIII.	Miscellaneous

1. Purpose

   Inventions, copyrightable works and other creative products of scholarship that have the potential to benefit the public through practical application may result from the activities of University personnel in the course of their duties or through the use, by any person, of university resources such as facilities, equipment, or funds.

   The purpose of this policy on intellectual property is to provide the necessary incentives and protections to encourage the discovery and development of new knowledge, and its application and transfer for the public benefit.

   In so doing, the University is guided by the following goals:

   1. To optimize the environment and incentives for research and scholarship, and for the creation of new knowledge at the University;

   2. To enhance and protect the educational, research and service missions of the University;

   3. To recognize and protect the interests of the public; of individual creators of novel concepts, inventions, and materials; of the University; and of sponsors of research and scholarship;

   4. To bring the fruits of scholarship into practical use for the benefit of society as quickly and effectively as possible; and

   5. To protect the interests of the people of Indiana and the Trustees of Purdue University through a due recovery by the University of its investment in research and scholarship.

2. Definitions

   As used in this Memorandum, the following terms have the meaning indicated:

   1. Intellectual Property. The term "Intellectual Property" as used herein is broadly defined to include inventions, copyrightable works, trademarks, and tangible research property. Intellectual Property includes, but is not limited to, that which is protectable by statute or legislation, such as patents, copyrights, trademarks, service marks, trade secrets, integrated circuit masks, and plant variety protection certificates. It also includes, but is not limited to, the physical embodiments of intellectual effort, for example, models, machines, devices, designs, apparatus, instrumentation, circuits, computer programs, visualizations, biological materials, chemicals, other compositions of matter, and plants.

   2. Inventions. The term "Invention" means a process, method, discovery, device, plant, composition of matter, or other creation that reasonably appears to qualify for protection under the United States patent law (utility patent, plant patent, design patent, certificate of Plant Variety Protection, etc.), whether or not patented at any time under the federal Patent Act as now existing or hereafter amended or supplemented. An Invention may be the product of a single inventor or a group of inventors who have collaborated on a project.

   3. Copyrightable Work. The term "Copyrightable Work" means an original work of authorship, which has been fixed in any tangible medium of expression, now known or later developed, from which it can be perceived, reproduced, or otherwise communicated, either directly or with the aid of a machine or device, such as:

      • Literary works such as books, journal articles, poems, manuals, memoranda, tests, computer programs, instructional material, databases, bibliographies;
      • Musical works including any accompanying words;
      • Dramatic works, including any accompanying music;
      • Pantomimes and choreographic works (if fixed, as in notation or videotape);
      • Pictorial, graphic and sculptural works, including photographs, diagrams, sketches and integrated circuit masks;
      • Motion pictures and other audiovisual works such as videotapes;
      • Sound recordings;
      • Architectural works; and
      • Any other works determined to be copyrightable under the federal Copyright Act as now existing or hereafter amended or supplemented.

      A Copyrightable Work may be the product of a single author or a group of authors who have collaborated on a project.

   4. Trademark (including Service Mark). The terms "Trademark" and/or "Service Mark" mean any word, name, symbol or device, or any combination thereof, adopted and used to identify goods or services and distinguish them from those manufactured or sold by others, such as names or symbols used in conjunction with plant varieties or computer programs.

   5. Tangible Research Property. The term "Tangible Research Property" means perceptible items produced in the course of research including such items as biological materials, engineering drawings, integrated circuit chips, computer databases, prototype devices, circuit diagrams, and equipment. Individual items of Tangible Research Property may be associated with one or more intangible properties, such as Inventions, Copyrightable Works, and Trademarks. An item of Tangible Research Property may be the product of a single creator or a group of individuals who have collaborated on a project.

   6. University Resources. The term "University Resources" means any support administered by or through Purdue University, including but not limited to University funds, facilities, equipment or personnel, and funds, facilities, equipment, or personnel provided by governmental, commercial, industrial, or other public or private organizations which are administered or controlled by the University. University Resources are to be used solely for University purposes and not for personal gain or personal commercial advantage, nor for any other non-University purposes. Intellectual Property that is developed with integral and significant use of University Resources, where use was essential and substantial rather than incidental, shall be considered to have been created through use of University Resources. The application and interpretation of the above terms in any particular situation rests with the Committee on Patents and Copyrights and its determination shall be final, subject to the review procedures set forth in this Memorandum.

      The University recognizes and affirms the traditional freedom of its faculty and staff to publish pedagogical, scholarly, or artistic works without restriction. Accordingly, notwithstanding the foregoing general policy regarding the use of University Resources, when determining ownership and license rights in Copyrightable Works, the University will not construe the provision of office space, on-campus training, library facilities, ordinary access to office computer workstations and software or networks, or salary as constituting significant use of University Resources, except for those instances where the resources were furnished specifically to support the development of such Copyrightable Works.

   7. Committee on Patents and Copyrights. The term "Committee on Patents and Copyrights" means a standing committee appointed by the President of Purdue University whose organization, purpose and powers are specified in this Executive Memorandum.

3. Applicability

   This policy, as amended from time to time, shall be deemed a part of the conditions of employment for every employee of the University, and a part of the conditions of enrollment and attendance at the University by students. It is also the policy of the University that, by participating in a sponsored project and/or making significant use of University Resources and/or participating in teaching, research, or service projects, individuals (including non-compensated individuals) accept the principles of ownership of Intellectual Property as stated in this policy, unless an exception is approved in writing by the University. All creators of Intellectual Property shall execute appropriate assignment and/or other documents required to set forth effectively ownership and rights as specified in this policy.

4. Agreements with Sponsoring Organizations

   No agreements assigning ownership or rights in Intellectual Property shall be executed by individuals covered by this policy directly with a sponsoring organization without the prior written approval of the President of the University. The University reserves the sole right to make agreements with sponsoring organizations and to include therein such provisions regarding the ownership and disposition of rights in Intellectual Property as it deems to be in the interest of the University and the public.

5. Outside Activities

   To perform outside activities, faculty and staff members must obtain prior approval of the President of the University, on President's Form 32a or revisions thereof. The individual may own rights to Inventions, Copyrightable Works, and other forms of Intellectual Property made or developed in outside activities, other than those involving the use of University Resources, provided such ownership is approved by the President on Form 32a. University employees engaged in outside activities shall not enter into Intellectual Property agreements related to outside employment, such as consulting or summer employment agreements, without affirmative notice to the prospective employer that the Intellectual Property rights of the University cannot be subordinated to a third party consulting or employment agreement, unless such agreement has been made a part of President's Form 32a or revisions thereof and has been approved by the President of the University.

6. Inventions

   1. Principle of University Ownership. The University shall own all domestic and foreign rights in and to any and all Inventions made or developed by all persons subject to this policy under Section III either in the course of employment by the University, or through the use of University Resources.

      The rights owned by the University include all economic and property rights as well as the right to patent Inventions. Net proceeds will be shared with the inventor, as provided in the General Principle of Division (Section XI. 2.b. below).

   2. Course of Employment. Inventions will be considered as having been developed in the course of employment where conception and/or development is in the individual's subject area of principal competence for which the individual is employed.

   3. Disclosure and Protection. All persons subject to these regulations under Section III shall promptly disclose in writing, through the appropriate department head and dean, all Inventions that they create, and assign to the University any Invention covered by this policy. If more than one individual participated in the discovery or development, the report shall be signed by all such participants. The report shall constitute a full and complete disclosure of the subject matter of the discovery or development and the identity of all persons participating therein. Such persons shall cooperate with the University, to the best of their ability, in protecting intellectual property rights in the Invention, furnish such additional information and execute such documents from time to time as the University may reasonably request.

      A person who has any question as to the possible commercial value of particular inventions, or as to possible University ownership shall report the relevant facts to the University through the appropriate department head and dean. The department head and dean shall submit their written recommendations on the case to the Committee on Patents and Copyrights.

   4. Cost of Patents. The University will determine whether to commit funding to obtain protection for the Invention and/or to seek to identify one or more licensees who will bear the cost of obtaining patent protection, and shall so notify the inventor of the decision.

   5. Negotiation and Execution of License Agreements for Inventions. The University has sole authority to negotiate with third parties having an interest in license agreements granting the right to use, develop, or otherwise commercialize University-owned Inventions. Any agreement to license or transfer ownership of University-owned Inventions must be approved by the President or his/her designee in writing.

   6. Sponsor Obligations. The University shall coordinate reporting requirements and other obligations to research sponsors regarding Inventions developed under a research contract or grant, including but not limited to obligations to the US Government under 37CFR401.

   7. Distribution of Royalty Income. Royalty income received by the University for such Inventions will be distributed in accordance with the General Principle of Division (Section XI. 2.b below). Physical embodiments of Inventions may also be subject to the University's policy on Tangible Research Property (see Section IX below).

7. Copyrightable Works

   1. Principle of University Ownership. It is the policy of the University that all rights in Copyrightable Works shall remain with the creator unless:

      1. The Copyrightable Work is created pursuant to the terms of a University agreement with an external party.

      2. The Copyrightable Work is created as a specific, written requirement of employment or as an assigned University duty that is specified in writing, for example, in a written job description or an employment agreement, and/or when the Copyrightable Work is prepared at the UniversityÕs expense ("work for hire"). The term "work for hire" has a specific definition for purposes of the memorandum that is or may be different from the statutory definition provided in the Copyright Act, 17 U.S.C. 101. Such specification may define the full scope or content of the employeeÕs University employment duties comprehensively or may be limited to terms applicable to a single Copyrightable Work. See Section VII.3. below for further elaboration.

      3. The Copyrightable Work is specifically commissioned by the University. The term "commissioned work" has a specific definition for purposes of this memorandum that is or may be different from the statutory definition provided in the Copyright Act, 17 U.S.C. 101. The term "commissioned work" is hereafter used to describe a Copyrightable Work prepared under a written agreement between the University and the creator when (i) the creator is not a University employee or (ii) the creator is a University employee but the Copyrightable Work to be performed falls outside the normal scope of the creatorÕs University employment. Contracts covering commissioned works shall specify that the author shall convey by assignment, if necessary, such rights as are required by the University. See VII.4. below for further elaboration.

      4. In the judgment of the Committee on Patents and Copyrights the creator of the Copyrightable Work made more than incidental use of University Resources.

      5. The Copyrightable Work is also patentable and/or is associated with a University Trademark. The University reserves the right to pursue multiple forms of legal protection concomitantly if available. Computer software, for example, can be protected by copyright, patent, and trademark.

   2. Instructional Materials and Traditional Works of Scholarship. In accord with academic tradition, and unless excepted by the conditions of Section VII.1. above, the University does not claim ownership to instructional materials or traditional works of scholarship, regardless of their form of expression. Instructional materials are works, other than works excepted by the terms of Section VII.1. above, the primary use of which is for the instruction of students. Such works may include textbooks, syllabi, and study guides. Traditional works of scholarship are works, other than works excepted by the terms of Section VII.1. above, reflecting research and/or creativity which, within the University, are considered as evidence of professional advancement or accomplishment. Such works may include, but are not limited to, scholarly publications, journal articles, research bulletins, monographs, books, plays, poems, musical compositions and other works of artistic imagination, and works of students created in the course of their education, such as dissertations, papers and articles, when in the judgment of the Committee on Patents and Copyrights, the creator of the traditional work of scholarship did not make more than incidental use of University Resources. If an individual subject to this policy retains title to copyright in pedagogical, teaching or course materials, such as class notes, curriculum guides and laboratory notebooks, that individual shall assign to the University a limited, royalty-free right to use, duplicate, or distribute the materials for non-profit, educational purposes within the University subject to the conditions of Section XI.1.

   3. Work Created as a Specific Requirement of Employment or as an Assigned University Duty (institutional works and works-for-hire). The University shall retain ownership of Copyrightable Works created as institutional rather than personal efforts; that is, created at the instigation of the University, under the specific direction of the University, for the UniversityÕs use, by a person acting within the scope of his or her employment or subject to written contract. Institutional works include Copyrightable Works that are supported by a specific allocation of University funds. Institutional works also include Copyrightable Works whose authorship cannot be attributed to one or a discrete number of authors but rather result from simultaneous or sequential contributions over time by multiple faculty, staff and/or students. For example, software tools developed and improved over time by multiple faculty, staff and/or students where authorship is not appropriately attributed to a single or defined group of authors would constitute an institutional work. However, the mere fact that multiple individuals have contributed to the creation of a Copyrightable Work shall not cause the Copyrightable Work to constitute an institutional work. Work assigned to programmers is institutional work or "work for hire," as is software developed for University purposes by staff working collaboratively. Brochures, training programs, CD-ROMs, videos, and manuals, which staff members are hired to develop, are other examples of institutional works, or work for hire. The University owns all right, title and interest in such institutional works or works for hire. Employees shall execute any necessary confirmatory assignments to the University to effectuate the UniversityÕs ownership of such institutional works or works for hire.

   4. Works of Non-Employees. Under copyright law, Copyrightable Works of non-employees such as consultants, independent contractors, etc. generally are owned by the creator and not by the University, unless there is a written agreement to the contrary. As it is the UniversityÕs policy that it shall retain ownership of such Copyrightable Works (created as institutional rather than personal efforts, as described in Section VII. 1.(c), above), the University will generally require a written agreement from non-employees that ownership of such Copyrightable Works will be assigned to the University.

      Examples of Copyrightable Works which the University may retain non-employees to prepare are:

      • Reports by consultants or subcontractors
      • Computer software
      • Architectural or engineering drawings
      • Illustrations or designs
      • Artistic works

   5. Videotaping and Related Classroom Technology. Any courses taught at Purdue, which are videotaped or recorded using any other media are University property, and may not be further distributed without permission from the cognizant academic dean. Blanket permission is provided for evanescent video or other copies for the use of students, or for other University purposes. Prior to videotaping, permission should be obtained from anyone who will appear in the final program.

   6. Contractual Obligations of the University. This copyright policy shall not be interpreted to limit the University's ability to meet its obligations for deliverables under any contract, grant, or other arrangement with third parties, including sponsored research agreements, license agreements and the like. Copyrightable Works that are subject to sponsored research agreements or other contractual obligations of the University shall be owned by the University, so that the University may satisfy its contractual obligations.

   7. Disclosure, Assignment, and Protection. Authors of Copyrightable Works that are not owned by the University own the copyrights in their works and are free to publish them, register the copyright, and to receive any revenues which may result therefrom, subject to the requirements described in Section VII.2. if applicable.

      All persons subject to this policy shall promptly disclose in writing to the University, through the appropriate department head and dean, any Copyrightable Work that, as a work-for-hire or institutional work, is owned by the University under Section VII.1. above, including those made under sponsored research or cooperative arrangements. Likewise, persons subject to this policy shall also promptly disclose in writing and assign to the University all Copyrightable Works that are not works-for hire or institutional works but for which right, title and interest are claimed by the University under Section VII.1. above. If more than one individual participated in the creation of the Copyrightable Work, the report shall be signed by all such participants. The report shall constitute a full and complete disclosure of the subject matter of the Copyrightable Work and the identity of all persons participating therein. Such persons shall cooperate with the University, to the best of their ability, in protecting intellectual property rights in the Copyrightable Work, furnish such additional information and execute such documents from time to time as the University may reasonably request. Furthermore, upon request by the University to perfect intellectual property rights, such persons shall warrant that, to the best of their knowledge, the Copyrightable Work does not infringe upon any existing copyright or other legal rights; that work not identified as quotations is the expression or creation of the author; and that necessary permission for quotation and the use of third party works has been obtained.

      A person who has any question as to the possible commercial value of particular Copyrightable Works, or as to possible University ownership shall report the relevant facts to the University through the appropriate department head and dean. The department head and dean shall submit their written recommendations on the case to the Committee on Patents and Copyrights (see Section XII).

   8. Negotiation and Execution of Agreements for Copyrightable Works. The University has sole authority to negotiate with third parties license agreements granting the right to use, develop, or otherwise commercialize Copyrightable Works owned by the University. Any agreement to license or transfer ownership of University-owned Copyrightable Works must be approved in writing by the President or his/her designee.
   9. Sponsor Obligations. The University shall coordinate reporting requirements and other obligations to research sponsors regarding Copyrightable Works developed under a research contract or grant, including but not limited to obligations to the US Government under 37CFR401.

   10. Distribution of Royalty Income. Royalty income received by the University for such Copyrightable Works that are not works-for-hire or institutional works will be distributed in accordance with the General Principle of Division (Section XI.2.b below). Physical embodiments of Copyrightable Works may also be subject to the University's policy on Tangible Research Property (see Section IX. below).

8. Trademarks

   A Trademark may identify an item of Intellectual Property, such as a computer program or a plant variety, or it may identify an educational, service, public relations, research, training or athletic program of the University. The University owns all right, title and interest in such Trademarks related to an item of Intellectual Property owned by the University or related to a program of education, service, public relations, research or training program of the University. All income from the licensing of such Trademarks associated with University Intellectual Property or University programs shall belong to the University and shall be treated as described under the General Principle of Division (Paragraph XI.2.b. below).

9. Tangible Research Property

   The University owns all right, title, and interest in Tangible Research Property related to an individualÕs employment responsibilities and/or developed with support from University Resources.

   For purposes of management of the asset, Tangible Research Property shall be managed as an Invention under Section IV, with distribution of income from the licensing and/or commercialization of such Tangible Research Property made in accordance with the General Principle of Division (Section XI.2.b. below).

10. Reconveyance of Rights to Inventor/Creator

    When all right, title and interest in an Invention, Copyrightable Work, Trademark, Tangible Research Property or other form of Intellectual Property is assigned to the University according to the provisions of this policy, the inventor/creator of the Invention, Copyrightable Work or other form of Intellectual Property may make a request to the Committee on Patents and Copyright that ownership be reconveyed back to the inventor/creator. Such a request can, at the recommendation of the Committee, and with the approval of the President of the University and the Board of Trustees in their absolute discretion (see Section XII. 3.) or their designee, be granted if it does not: (i) violate any legal obligations of or to the University, (ii) limit appropriate University uses of the materials, (iii) create an unmanageable, real or potential conflict of interest for the inventor/creator, (iv) have significant commercial or public value which may best be exploited by the University itself, or (v) otherwise conflict with University goals or principles.

11. Equities of Participating Parties

    1. General Policy
       It is the policy of Purdue University to encourage and recognize the creative efforts of University personnel and, in so far as the Board of Trustees of the University deems it consistent with the public interest, to share the financial rewards of such efforts on an equitable basis. This general policy may be rescinded or amended at any time by the University, and it is not intended to and does not create any legally enforceable rights whatsoever of University personnel with respect to any present or future Invention, Copyrightable Work, Trademark, Tangible Research Property or other Intellectual Property. The rights of University personnel in and to Inventions, Copyrightable Works, Trademarks, Tangible Research Property and other Intellectual Property belonging to the University under Sections VI and VII herein will be created and exist only by virtue of written agreements between the University and the individual or individuals concerned, as provided below.

       Two categories of use are differentiated for the purposes of this policy with respect to University-sponsored, Copyrightable Works.

       1. Internal use within the University or by any unit of the University including Regional Campuses, Cooperative Extension Service, Continuing Education or any other branch or subdivision of the University. Each instance of use internal to the University requires approval of the department and school primarily responsible for the materials.

          As long as the author or producer of University-sponsored, Copyrightable Works remains a member of the staff of the University:

          1. His/her approval shall be required for each instance of internal use of the Copyrightable Work, but approval may not be unreasonably withheld, as determined by the Committee on Patents and Copyrights.

          2. Unless otherwise stipulated in written agreement between him/her and the University, he/she may require revision of the Copyrightable Work prior to any instance of internal use. He/she agrees that the University shall have the same rights with respect to any revisions that it had in and to the original Copyrightable Work.

          3. If the revision is not feasible to the University, he/she may require that the Copyrightable Work be withdrawn from use.

          If the University-sponsored, Copyrightable Works are used internally without revision for a period of three years, it shall be the policy of the University to ask the author or producer and the appropriate University instructional unit to review the Copyrightable Work and determine whether they shall continue to be used.

          If the University employment of an author or producer terminates, the University retains the right to make internal use of his/her University-sponsored, Copyrightable Work for whatever part there may remain of a period of three years after the date on which the Copyrightable Work was most recently revised, or, in the event that it has not been revised, a period of three years after the date on which its initial production was completed. Prior to the end of this three-year period, the University may negotiate a contract with the author or producer, or his/her estate, stipulating the professional and academic conditions for subsequent internal use of the Copyrightable Work and the procedures for its revision.

          For internal use of Copyrightable Work, the author or producer will not receive any royalty income.

       2. External use outside the University, including but not limited to other educational institutions, government and other nonprofit institutions, and commercial organizations operating under lease or other contractual arrangements. Licensing or sale of University-sponsored, Copyrightable Works for external use shall be preceded by a written agreement between the University and author or producer specifying the conditions of use, and including provisions protecting the right of the author or producer to revise the Copyrightable Work periodically, or to withdraw it from use in the event revision is not made.

          For external use of University-sponsored, Copyrightable Works, which are not works-for-hire or institutional works, through licensing or sale, the author or producer will share in any income received under the General Principle of Division as stated in Section XI.2.b. below).

    2. Determination of Equities

       1. Determination by the Committee on Patents and Copyrights. The Committee on Patents and Copyrights (the Committee) shall determine:
          
          
          1. when the rights in and to Inventions, Copyrightable Work, Trademarks, Tangible Research Property, and other forms of Intellectual Property belong to the University under the provisions of this Memorandum;
             
             
          2. whether the University personnel shall be entitled to share in the net proceeds of such Inventions, Copyrightable Work, Trademarks, Tangible Research Property, and other forms of Intellectual Property and, if so,
             
             
          3. what the respective equities of the University and of the University personnel shall be.
             
             
       2. General Principle of Division. The Committee shall, as a general principle but subject to all relevant provisions of this Memorandum, award a two-thirds interest to the University and a one-third interest to University personnel in the net proceeds derived from Inventions, Copyrightable Works, Trademarks, and Tangible Research Property, and other Intellectual Property belonging to the University that are not works-for-hire or institutional works. The Committee may make a different determination of the equities of the respective parties depending upon the circumstances of each individual case, and may waive or release any or all of the rights of the University in appropriate cases. The Committee shall consider in each case the extent, if any, to which the Invention, Copyrightable Work, Trademark, Tangible Research Property or other Intellectual Property was made or developed partially outside the course and scope of employment by the University; the extent, if any, to which University Resources contributed to the discovery or development; and such other factors as the Committee considers relevant and material.
          
          
       3. Division of Equities among University Personnel. If the Committee determines that more than one individual is entitled to an equity in any Invention, Copyrightable Work, Trademark, Tangible Research Property, or other Intellectual Property the Committee shall determine the manner in which the equity award to University personnel as a group shall be divided among the individuals constituting the group, provided, however, that if such individuals shall have agreed among themselves, such agreement shall be conclusive.
          
          
       4. Agreement Concerning Equities. Notwithstanding any determination by the Committee, or any other provision of this Memorandum, University personnel shall have no equities or rights whatsoever in Inventions, Copyrightable Works, Trademarks, Tangible Research Property, and other Intellectual Property belonging to the University unless and until a written agreement has been executed by the University and the University personnel consistent with the determination of the Committee.
          
          
       5. Division of the UniversityÕs Interest. The UniversityÕs two-thirds interest in net proceeds derived from Inventions, Copyrightable Works, Trademarks, Tangible Research Property, and other Intellectual Property shall be distributed 50% to the department/administrative unit generating the income and 50% to the Trask Fund, which supports end stage development and increases the utility to the public of Inventions , Copyrightable Works, Trademarks, Tangible Research Property, and other forms of Intellectual Property previously disclosed to the University.
          
          Under circumstances where a recognized University center/institute plays a significant role in the development of Intellectual Property and the dean or vice president having administrative responsibility for the center/institute so recommends in writing, the share of net proceeds normally distributed to the department/administrative unit (above) may be distributed one-third to the center/institute and two-thirds to the academic units having administrative responsibility for those staff who are participating in the distribution of the inventorÕs share of royalty proceeds.
          
          
       6. Net Proceeds. The net proceeds derived from Inventions, Copyrightable Works, Trademarks, Tangible Research Property, and other Intellectual Property shall mean the gross receipts therefrom (including, but not limited to, rents, royalties, dividends, earnings, gains, and sales proceeds), less all costs, expenses and losses paid or incurred by the University in connection therewith (including, but not limited to, all direct costs and expenses; indirect costs and expenses as allocated and determined by the University; costs and expenses of obtaining and securing patents or copyrights; and all attorneys' fees). If agreed in writing prior to or at the time of allocation of University funds for development, some or all of the UniversityÕs identified costs of development may be recovered prior to distribution of net proceeds.
          
          
       7. Sponsored Programs. In cases of Inventions, Copyrightable Works, Trademarks, Tangible Research Property, and other Intellectual Property made or developed in the course of sponsored programs, the determinations of the Committee shall necessarily be subject to and limited by the provisions of any contracts to which the University or University personnel are parties, provided any such contracts of University personnel are authorized as provided elsewhere in this Memorandum.
          
          
       8. University's Right to Dispose of Inventions, Copyrightable Works, Trademarks, Tangible Research Property, and other Intellectual Property. Notwithstanding any determination made by the Committee, or any other provision of this Memorandum, the University reserves the sole right to negotiate and enter into contracts for the exercise, sale, or other disposition of any and all rights in Inventions, Copyrightable Works, Trademarks, Tangible Research Property, and other Intellectual Property belonging to the University on such terms and conditions and for such consideration, if any, as the University, in itÕs sole discretion, shall determine, and University personnel shall have no rights with respect thereto except the right to receive such share of the net proceeds, if any, as the Committee determines; provided however, that in the case of Copyrightable Works, all such agreements by the University shall contain appropriate provisions agreeable to the University and University personnel involved pertaining to the use and reuse of the Copyrightable Works within and without the University, the length of time in which the Copyrightable Works may be used or reused, and the revision or withdrawal of the Copyrightable Works.

12. Committee on Patents and Copyrights

    1. Organization and Powers of the Committee

       1. Organization. The Committee shall consist of at least eleven members. There shall be three ex officio members: the Executive Vice President and Treasurer; the Vice President for Research; and the Vice President for Business Services and Assistant Treasurer. There shall be at least eight additional members appointed by the President for terms of three years each. Three of these shall be appointed upon the recommendation of the University Senate. The terms of the Senate members shall be staggered to provide that one new member per year will be added to the Committee.

          The Vice President for Research shall be Chairman of the Committee, which shall elect such other officers as it deems necessary. One of the Committee members appointed by the President shall be designated as Executive Secretary of the Committee and will be responsible for keeping appropriate written records of its proceedings and actions.

       2. Powers. Subject to the approval and authority of the Board of Trustees of the University, the Committee shall have the following powers:

          1. Make the determinations required of it by Section XI.

          2. Appoint such subcommittees and consult with such experts as it may deem necessary in connection therewith; and consult with the officers of the University concerning the implementation of such determinations.

          3. Adopt administrative regulations governing matters under its jurisdiction not inconsistent with this Memorandum.

          4. Take such other action in connection with Inventions, Copyrightable Works, Trademarks, Tangible Research Property, and other Intellectual Property in which the University has or may have an interest as may be requested or approved by the President of the University.

          5. Review from time to time the policy set forth in this Memorandum and recommend changes to the President.

    2. Action by the Committee

       The Committee shall promptly consider all reports of Inventions, Copyrightable Works, Trademarks, Tangible Research Property and other Intellectual Property, and shall make the determinations required under Section XI within a reasonable time. The University personnel involved shall be entitled to appear before the Committee and present evidence with respect to the report. The Committee's determination shall be made in writing and shall contain a statement of its findings and grounds of decision.

    3. Review of Committee Action

       The President of the University may review any determination of the Committee, and he/she shall do so at the request of any interested person. The President may affirm, modify, or reject any determination of the Committee, or refer the matter to the Board of Trustees of the University for final determination, with his/her recommendations. If the Committee recommends that in any particular case the University should have less than a two-thirds interest in Inventions, Copyrightable Works, Trademarks, Tangible Research Property, or other Intellectual Property belonging to the University, such recommendation shall be referred to the Board of Trustees through the President of the University, and the action of the Board of Trustees in their absolute discretion shall be final. The determination of the Committee, the President of the University, or the Board of Trustees of the University, as the case may be, shall be final and conclusive and binding upon the University personnel involved as well as upon the University.

13. Miscellaneous

    1. Designee. The University may designate Purdue Research Foundation or any other representative to act for it in any respect hereunder.

    2. Amendments. This Memorandum may be amended or rescinded in whole or in part at any time by the Board of Trustees of the University or by the President of the University under the authority of the Board of Trustees.