APPENDIX II
Commercial Venture: A Commercial Venture shall mean a start-up company, limited partnership, joint venture, or any other entity that has obtained a License to a Division's technology that involves equity. Ownership of a company's stock by the University in the endowment investment pool (EIP) will not alone define the company as a Commercial Venture. Copyright: Works of authorship in any tangible medium of expression can be copyrighted. Copyright does not protect mere ideas; it is the reproduction of the particular expression of the idea that receives protection by the federal statute known as the 1976 Copyright Act. A copyright gives an author or creator of an original expression (or in certain instances, the author's employer) the exclusive right to reproduce such expression; to distribute the expression (the right to control the first sale of an embodiment of a copyright); to display the original embodiment; and to prepare derivative works. To establish copyright it is necessary, prior to first Publication, to mark the work with the copyright symbol, ©, as well as the date and the name of the copyright owner. Equity or Equity shares: Equity or equity shares shall mean shares of common or preferred stock, warrants, options, convertible instruments, units of a limited partnership, or any other instrument conveying ownership interest in a Commercial Venture. Gross Revenues: Gross Revenues shall mean all income received by the University under a License Agreement. Excluded from Income shall be research funds (unless the research funds offset future royalty obligations) and maintenance fees received under the License agreement. Income: Income is the revenue paid as consideration for a License. Income includes one time payment or on-going revenues such as License fees, maintenance fees, minimum annual royalties, earned royalties, reimbursement of Patent expenses, and equity. Intellectual Property: Intellectual Property is any new and useful process, machine, composition of matter, life form, article of manufacture, software, copyrighted work, or tangible property. It includes such things as new or improved devices, circuits, chemical compounds, drugs, genetically engineered bacteria, data sets, software, musical processes, or unique and innovative uses of existing Inventions. Intellectual Property may or may not be patentable or copyrightable. Intellectual Property is created when something new and useful has been conceived or developed, or when unusual, unexpected, or non-obvious results have been obtained with an existing Invention which can be practiced for some useful purpose. Intellectual Property can be created by one or more individuals, each of whom to be an Inventor must have conceived of an essential element or have contributed substantially to its conceptual development. Inventor: An Inventor is one who makes a creative input to the conception of the Invention. U.S. Patent statutes require that only the true Inventor(s) be named on the Patent. A co-author or one who merely reduces the Invention to practice (i.e., successfully uses the Invention in its intended manner) is not an Inventor unless he makes a creative input to the conception. Inventors' Laboratory: The Inventors' Laboratory is defined as the facilities which provide the opportunity for experimentation, observation and/or practice of the Inventors' particular field of study. Invention: A creation of Intellectual Property which did not exist previously. License: A License is a contract which awards to a party other than the owner(s) of the Intellectual Property the right to make, use, or sell the Intellectual Property. Licenses may be awarded on an exclusive or non-exclusive basis and may provide for payment of fees, royalties, or other income to the owner(s) of the Intellectual Property. License Agreement: A License Agreement shall mean an agreement conveying rights in a School's technology to the Commercial Venture, and under which equity is received as partial or full consideration. et Revenue: Net Revenue shall mean Gross Revenue less unreimbursed Patent prosecution, and licensing expenses associated with a particular License Agreement. Patent: A U.S. Patent is a grant which gives the owner of the Invention covered by the Patent the right to exclude all others from making, using, or selling the Invention in the United States. In the United States, a Patent provides that exclusive right for 17 years. To qualify for U.S. Patent protection, an Invention must be deemed new, useful, and non-obvious to one skilled in the art, and must not have been in public use or on sale in the United States or described in a printed Publication as defined below, anywhere in the world for more than one year prior to the filing date of the U.S. Patent application. Patent rights in many foreign countries can be lost if there has been any disclosure of the Invention, verbal or written, anywhere in the world prior to filing the foreign Patent application. However, if the U.S. Patent application has been filed prior to any disclosure of the Invention, Patent applications may still be filed in foreign countries within one year of the U.S. filing date in those countries which adhere to an International Convention even if there has been an intervening Publication. Publication: As related to Inventions and Patents, a Publication is an enabling public disclosure of an Invention and may be verbal or printed. An enabling disclosure is one which will teach one skilled in the art how to practice the Invention. Printed Publications include abstracts and, in certain instances, grant proposals, funded or unfunded. A public disclosure is a non-privileged communication to one or more individuals from outside the University community. It is important to emphasize that the issuance of a Publication may jeopardize one's ability to secure a foreign Patent. Questions surrounding the implications of Publication can be addressed by the Patent Management Office or the appropriate technology transfer office. Research Contract: A Research Contract shall mean a separate agreement to conduct research related to licensed technology. Tangible Property: Tangible Property is anything having a physical embodiment (e.g., cell lines, software, devices, compositions of matter) whether or not patentable or copyrightable. Trigger Date: Trigger Date shall mean the date the equity held by the University and by Divisional faculty Inventors is no longer subject to restrictions imposed by the University and may be traded, subject to any remaining restrictions imposed by law, the underwriters, or the Commercial Venture. Home | Contact Us Johns Hopkins Bloomberg School of Public Health © 2000 615 North Wolfe Street Baltimore, MD 21205-2179 |