Yale University Patent Policy

1. Encouragement of and Ownership of Patents and Other Inventions. In

the course of teaching, research, and other intellectual activity by faculty,
staff, fellows, students, and other individuals in the University community,
discoveries and inventions occur that may be patentable or unpatentable
(“Inventions”). Encouragement of such Inventions in appropriate ways is
both supportive of the public interest and consistent with the advancement of
knowledge for its own sake, the primary purpose of teaching and research in
a university. The University Patent Policy states the procedure to be
followed in the administration of Inventions which result from teaching,
research, and other intellectual activity performed under University auspices.
Inventions include both patentable and other non-patent or unpatentable
creations such as computer software and materials (including without
limitation biological materials). The University shall own such Inventions
made or conceived under University auspices except as otherwise provided
in paragraph 6 or the University Copyright Policy.

2. Purpose of Patent Policy. The purposes of this University Patent Policy are
(1) to help assure, in the public interest, that the patentability (or other means
of exploitation) and practicality of Inventions will be evaluated by qualified
persons, and that the income from Inventions will be used to support further
research or other desirable University activities; and (2) to define
remuneration to the inventor or inventors (hereinafter the “Inventor”) and
the University as long as the Invention is productive of revenue.

3. Procedure as to Inventions. The University has established a committee of

faculty and administration, the Yale Ventures Advisory Board, to advise the
University on matters related to Inventions policy and administration. The
Provost shall have the discretion to rename such committee from time to
time. The University has also established Yale Ventures to facilitate
development and commercialization of Inventions in the public interest.

a. Disclosure and Initial Processing. All Inventions shall be reported

promptly in writing to Yale Ventures. The staff of Yale Ventures
shall conduct an initial screening followed, when indicated, by a
detailed evaluation of the Invention pursuant to established
procedures. After the evaluation, the University may make
application for letters patent or other intellectual property protection.
Yale shall own all such patent applications and resulting patents or
other intellectual property rights and, upon the request of Yale
Ventures, the Inventors shall execute assignments or other documents
confirming assignment to the University of all their rights in the
 Invention and any patent applications, resulting patents, or other
intellectual property related to the Invention. If the University decides
that it does not wish, and has no legal obligation, to participate in the
patenting, licensing or other commercialization of an Invention, the
University may release to the Inventor the University's interest in the
Invention, and the Inventor shall then be free to dispose of the
Invention as the Inventor wishes, subject to government rules and
requirements as applicable.

b. License Agreement.

1. If the University decides to participate in the patenting or

licensing of an Invention, Yale Ventures will seek to enter into
appropriate licensing agreements to commercialize the
Invention. The objective of the University in supporting
entrepreneurism and innovation is to promote the development
of its technology in furtherance of its own educational mission
and for the benefit of society in general. Therefore, as a general
policy, the University will set the terms of its licenses so as to
further the achievement of this objective. Exclusive licenses
will be granted if it appears to Yale Ventures that this is the
most effective way of ensuring development to the point that
the public will benefit. Any exclusive license agreement will be
so drawn as to protect against failure of the licensee to carry
out effective development and marketing within a specified
time period.
2. In research grants or contracts sponsored by industry, there
will typically be a section covering patents on future
Inventions, if any, as is required in all government grants.
When deemed appropriate, the sponsor may be granted a
license to any Inventions developed during the term of the
grant or contract in accordance with the policies outlined in 1)
above.

4. Division of Revenue.

a. Definition. For purposes of this policy, “Revenue” shall include

running royalties, advances against running royalties, up-front license
fees, milestone payments, shares of stock, other securities, or other
equivalent ownership interests issued by the licensee or another
corporation (such stock, securities, or ownership interests, “equity”),
and any other payments received by the University under a license
agreement in consideration for licensing an Invention, but shall not
include amounts received from a licensee or others in sponsorship of
research or under other agreements for other goods, services or rights.

b. Recovery of Expenses. Revenue shall be used first to offset out-of-

pocket expenses incurred by the University in applying for, obtaining,
maintaining, enforcing, and defending a patent or license. Expenses
for this purpose will include fees paid to outside legal, consulting, and
licensing organizations and any other out-of-pocket costs incurred by
the University. The fees paid to the external individuals or
organizations for such services may be of fixed dollar amount or may
be in the form of an agreed- upon fraction of the gross revenue, if any,
or in any other form directly associated with
commercialization/licensing of the Invention.

c. Net Revenue. After recovery of expenses by the University as

provided in subparagraph (b), the remaining revenue will be
designated Net Revenue.

d. Distribution of Net Revenue. The Net Revenue as defined

above shall be divided between the Inventor(s) (as defined under
the patent law, or if not a patentable Invention, as determined in
subparagraph f below) and the Inventor’s Lab, Unit, and School
(as described in paragraph 5) as follows:

 The first $100,000 of Net Revenue :

50% to the Inventor(s)

15% to Inventor’s Lab
15% to Inventor’s Unit
20% to Inventor’s School

 Net Revenue between $100,000 and $200,000:

40% to the Inventor(s)

15% to Inventor’s Lab
15% to Inventor’s Unit
30% to Inventor’s School

 Net Revenue exceeding $200,000:

30% to the Inventor(s)

15% to Inventor’s Lab
15% to Inventor’s Unit
40% to Inventor’s School
 For any equity received as consideration for a license, unless
otherwise agreed in writing with an Inventor, the default position
of the University shall be to retain ownership of the equity until it
can be liquidated via Yale’s Investments Office according to
established procedures. The resulting proceeds will be distributed
as outlined above.

For purposes of applying the above Net Revenue distribution

formula (i.e., whether aggregate Net Revenue is $100,000 or less,
between $100,000 and $200,000, or more than $200,000), equity
shall be treated under Net Revenue exceeding $200,000. The
Inventors shall be responsible for tax liabilities associated with
receiving equity or cash in connection with such Inventor’s share
of Net Revenue.

As used in this document, the term “Inventor” may represent two or

more individuals. These individuals will be expected to agree among
themselves on the fractional distribution of the “Inventor” share of
any revenue. A written agreement must be signed by all the Yale
individuals involved and deposited for the record with Yale Ventures.
(Appropriate forms shall be provided by Yale Ventures.) If no written
agreement has been deposited by the later of (i) 6 months from the
date of initial Invention disclosure or (ii) the time of a distribution of
Net Revenue, the Inventors’ share of such distribution shall be
divided equally among the Inventors.

e. Overriding Agreements with Third Parties. The foregoing provisions

of this paragraph and the rest of this University Patent Policy are
subject to the terms of applicable grants and contracts with third parties.
See paragraph 7.

f. Inventors of non-patent Inventions shall be determined by written

agreement among the Yale creators of such non-patent Invention. In the
absence of a written agreement, the Inventors of a non-patent Invention
shall be determined by the head of the laboratory from which such non-
patent Invention was made.

5. General Research Support from Net Revenue for Schools, Units, and
Labs. The share of Net Revenue retained by Yale University, including its
Schools, Units, and Labs, will be used in support of research. Yale Ventures
will administer the distribution of the Revenue to the respective Schools,
Units, and Labs with an equal split for all Schools involved. “Unit” means a
department, center, institute, or other academic organization smaller than a
School but larger than a Lab. The Dean of each School shall have the option
 to designate the entities to receive the Unit and Lab share if appropriate,
provided they inform Yale Ventures in advance for proper bookkeeping.
Any unique cases, such as joint appointments or Inventions made by faculty
amongst more than one Unit, or Unit and Lab designations, will be resolved
by the respective Dean(s) or Unit head(s) and the Provost. Each Lab and
Unit share will be capped at $1,500,000 in the aggregate for each fiscal year
respectively for total distributions under Section 4, with any amount over the
cap reverted to the Provost. If the principal investigator whose Lab is
receiving a share of Revenue departs Yale, the associated Lab and Unit
shares will revert to the School. The Unit and Lab caps shall be subject to
periodic review and adjustment at the discretion of the Provost.

6. Inventions Not under University Auspices. Inventions by University

employees usually result from teaching, research, or other intellectual
activity involving University facilities or personnel. Accordingly, all
Inventions by University employees must be reported to Yale Ventures.
When the University determines that an Invention by a University employee
is unrelated to the activities for which the individual is employed and has not
involved the use of University facilities or personnel, then the University
will make no claim to the individual’s share of such an Invention. All
Inventions made or conceived under circumstances involving the use of
University facilities or personnel or that are related to the activities for
which the inventor is employed are the property of the University, except as
provided in the University Copyright Policy.

An Invention made by an Inventor in the course of a consulting engagement,

outside employment, or other external professional activities (“consulting”)
for a company or other entity (“company”) may be assigned to the company
only if it is unrelated to the activities for which the Inventor is employed by
Yale and it was not made or conceived under circumstances involving the
use of University facilities or personnel. Such an Invention will be
considered unrelated to the activities for which the Inventor is employed by
Yale if the Invention arises directly out of consulting activity paid for by the
company, and, for example, it is made in response to a problem posed by the
company and is based on non-public information provided by the company
to the Inventor for use in the consulting engagement. It will be considered
not to have involved the use of University facilities or personnel if no
University facilities or resources (including but not limited to space,
laboratory equipment, and supplies that is more than incidental), no
University-administered funds, and no University personnel other than the
Inventor himself or herself, are involved in the conception or reduction to
practice of the Invention. All Inventions made by Yale faculty or other
employees in the course of consulting, and any request to assign rights to
such Inventions, must be reported promptly to Yale Ventures. Yale Ventures
 will agree to abide by reasonable confidentiality restrictions for disclosures
of Inventions and assignments made in the course of consulting.

7. When Arrangements with Outside Organizations Override This Policy.

Arrangements with outside organizations that propose terms which are
exceptions to this Policy must be submitted to Yale Ventures for review by
the University for approval by the President or Provost. If approved by the
University, the terms shall be binding upon all members of the faculty,
staff, and employees of the University conducting such research or utilizing
such facilities, and will supersede the provisions of the patent policy to the
extent that the terms are inconsistent therewith.

8. Inventions by Staff Resulting from Performance of the Responsibilities

of Their Employment. Not infrequently, in the course of carrying out
assigned responsibilities of their employment, staff employees may make
Inventions (e.g., the employee received salary or wages for the specific
function of developing the work which ultimately has commercial value). In
such cases, there is no presumption that the University will share Revenues
with the employee. Normally, the University does not share Revenues with
staff except in cases where it appears that the Invention has not resulted
from the performance of assigned duties. In instances when staff have
created such Inventions, a determination will be made by Yale Ventures
and a recommendation will be made to the Provost. In such cases, the
division of Revenue as specified in paragraph 4(d) of this policy need not
apply and the Provost may substitute different provisions.

9. Government Rights in Certain Inventions. Government regulations

permit educational institutions to retain rights and title to patentable
Inventions which result from federally funded experimental, developmental
and research work. Retention of rights by the University is contingent upon
the fulfilling of a number of obligations of the University and of the
Inventor(s) and these obligations must be discharged in order to protect the
interests of all parties. Though the University may retain rights and title to
such patentable Inventions, the federal government retains a royalty-free
license and places certain other restrictions upon the ultimate disposition of
the patents(s). Details of the implementing regulations may be obtained
from Yale Ventures. Incumbent upon members of the University
community who apply for and receive federal funding to support research
or who use federal monies in the conduct of their research is the
requirement for written agreement that they will promptly disclose
patentable Inventions to the University and will execute all instruments
necessary to protect the rights of the government and/or the University.
Forms for this agreement will be provided to all faculty Inventors and will
be available for other participants (i.e., collaborators, post-doctoral
 associates and fellows, students) from the appropriate departmental (or
Unit) chair or, at the chair's option, from the departmental (or Unit)
Business Operations administration.

10. Revocation or Amendment. This patent policy is subject to revocation or

amendment by the Corporation. In case of doubt as to the interpretation of
this patent policy, a definitive interpretation will be provided by the
President or Provost, after receiving the advice of the Yale Ventures
Advisory Board. This patent policy is effective as to all Inventions made on
or after December 3, 2023.

Revised December 3, 2023.