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Assignment of Rights Agreement: The agreement that conveys to the inventor all title to an invention and relieves the University of any future rights or obligations to the technology. Bayh-Dole Act: The Act created by Congress in 1980 that grants research institutions the right to take title to inventions conceived or reduced to practice in the performance of a federal grant, contract, or cooperative agreement. Composition of Matter: A patentable compound of material composed of two or more different substances; a product containing two or more substances, including all composite articles, whether resulting from chemical union or from mechanical mixture, and whether the substances are gases, fluids, powders, or solids. Fiduciary: One who owes to another the duties of good faith, trust, confidence, and candor. [Corporate officers have a fiduciary responsibility to the shareholders.] Freeware: A term usually applied to computer code or software that is made freely available to all through web postings without copyright restrictions. Intellectual Property: Intellectual property is any new and useful process, machine, composition of matter, life form, article of manufacture, software, trademark, copyrighted work, or tangible research property. It includes such things as new or improved devices, circuits, chemical compounds, drugs, genetically engineered biological organisms, antibodies, clones, cell lines, data sets, software, web-based tools, musical processes, or unique and innovative uses of existing inventions. Inter-Institutional Agreement: The agreement by which JHU and other universities can consolidate marketing/licensing efforts and share the costs and revenues associated with the patenting/licensing of a joint invention. International Patent Application: Although most foreign patents are obtained by filing a patent application with the patent office of each country in which protection is desired, several regional filing systems issue a single patent that is enforceable in any member country. For example, a patent issued from the European Patent Office (EPO) in Munich, Germany, can be enforced in European Patent Convention (EPC) member countries (i.e., most European countries); two regional filing systems provide protection in certain African regions (OAPI and ARIPO); and the Eurasian Regional system provides protection in certain countries of the former Soviet Union. License Agreement: The standard agreement format by which the University and the Company seek to reach mutually acceptable licensing terms. Material Transfer Agreement (MTA): The standard legal agreement between the University and company that governs the license of Hopkins technology to the Company. Non-Disclosure Agreement (NDA): The agreement by which inventors share confidential and/or unprotected information with researchers at other institutions or a potential licensee. Non-Exclusive Tangible Property License Agreement: The agreement by which materials are transferred to recipients who wish to use them in commercially sponsored research. Option Agreement: An agreement between the University and the Company during which time the Company will investigate the patent and market potential of an invention; during this evaluation time period, the University cannot license to another party. Provisional Patent Application: The application that establishes a filing date with the USPTO. The provisional patent application must be converted to a US utility and/or international patent application within one calendar year or all rights will be lost, with one exception, namely, that the invention has never been publicly disclosed. In that case, the provisional patent application may be re-filed to restart the provisional year. Reach-through Rights: Rights of a provider of research materials to ownership or other interests in discoveries or inventions made using the provided material. NIH discourages reach-through rights in transfers between universities of research materials made with federal funds. Reduction to Practice: The process of constructing or carrying out the invention and testing for the desired result. Report of Invention (ROI): The report that provides the necessary information about the intellectual property for evaluation by JHTT. Standstill Agreement: An agreement between the University and an inventor whereby the University will not license the specified technology to others while the inventor is in the process of establishing a company to license the technology. Tangible Property Disclosure and Assignment Form: The form for reporting tangible property inventions, such as research tools for which patent protection is not appropriate. Tangible Research Properties: The group of intellectual property material consisting of new compounds and formulations, biological research materials such as cell lines, genetic constructs, hybridomas and their antibodies, data sets, and computer software and applications. Term Sheet: The document which summarizes the financial terms and conditions under which the University and the Company are willing to enter into a license agreement. Work For Hire: A copyrightable work produced either by an employee within the scope of employment or by an independent contractor under a written agreement. If the work is produced by an independent contractor, the parties must agree expressly in writing that the work will be a work for hire. The employer or commissioning party owns the copyright.
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