C.4
                               June 1, 1991

                              4.  INVENTIONS
                                     
                           I  INVENTIONS POLICY

                               1.  PREAMBLE

It is important that results of university research be made available to
society in a form which facilitates maximum use and exploitation of these
results. In some cases the most appropriate means of transferring new knowl-
edge to society is by publication in the scientific literature. The University
also recognizes that in other cases, technology transfer is best achieved
through patenting, which is itself a means of publication, or through other
commercial exploitation of significant innovations in a manner consistent with
both the public interest and the role and image of the University. This avenue
is particularly appropriate when substantial time and costs must be invested
by industry to further develop the university's innovation into useable
technology. The income generated by commercial exploitation should be shared
between the inventor, who supplied the ingenuity, and the University, which
provided the facilities for the research. The University's share of such
income can help to strengthen its research programs and attain long-term
self-sufficiency of its patent and licensing program.

                              2. DEFINITIONS

2.1  Invention - this word as used herein shall mean any new and useful art,
     process, machine, manufacture or composition or matter, or any new and
     useful improvement in any art, process, machine, manufacture or composi-
     tion of matter which may be patentable or otherwise commercially
     exploitable.

2.2  University Personnel - this term shall include all members of the
     University's faculty, professional, technical, administrative, support
     or other staff, students registered in the University's academic
     programs and any other personnel engaged in the University's teaching or
     investigative programs.

2.3  Net Income - this term shall mean the gross income received by the
     University from an invention less all expenses paid or incurred by the
     University directly in connection with the exploitation of the invent-
     ion. Gross income includes such things as royalties, dividends, rents
     and sale proceeds. Expenses include such things as development of proto-
     types, models etc., patent agent and legal fees, patent registration and
     renewal fees, and marketing and licensing costs.

                                 3. POLICY

3.1  Rights and Obligations of the Inventor and the University

     (a)  The Inventor is responsible for promptly disclosing in writing to
          the University any invention or suspected invention.

     (b)  The University shall rapidly decide on the ownership of the
          invention and whether or not it wishes to proceed with commercial
          exploitation of the invention.

     (c)  For inventions that are owned in whole or in part by the Univer-
          sity and are commercially exploited, the University and the
          Inventor will mutually share the income from the invention
          received by the University according to Section 3.4.

3.2  Ownership of Invention

     (a)  The ownership of all inventions made by University personnel shall
          vest in the University except when:

          i)   the invention resulted from activities carried out under
               contract the terms of which assigned ownership of inventions
               to the client;

          ii)  the invention resulted from activities carried out under
               Section B2.3.01 of the Faculty Policies or Section 8.4 of
               the Terms and Conditions of Employment for Professional
               Librarians dealing with employment in remunerative external
               activities;

          iii) the invention resulted from the private activities of the
               Inventor carried out wholly on the Inventor's own time and
               with no involvement of University facilities:

          iv)  the rights to the invention have been returned to the  
               Inventor.

     (b)  When one or more individuals from outside the University are
          co-inventors with a University inventor, or if the invention is
          owned in part by an outside sponsor, then the University will
          share in the ownership of the invention to an extent determined by
          negotiation between the Vice-President (Research) and the outside
          inventor or sponsor.

     (c)  The Vice-President (Research) in consultation with the Department
          Chair and College Dean of the Inventor will determine the identity
          of all Inventors and whether the invention is owned by the Univ-
          ersity, the Inventor, and outside sponsor or is jointly owned by
          the University and an outside sponsor or inventor. The Vice-
          President (Research) shall be responsible for determining the
          relative shares in joint ownership situations.

3.3  Commercial Exploitation

     (a)  For inventions fully owned by the University, the Vice-President
          (Research) shall be responsible for determining, after consultation
          with the Inventor, and if necessary, with additional technical and
          legal experts, and within 90 days of the date of invention disc-
          losure, whether or not commercial exploitation should be attempted
          and, if so, the most appropriate means.

     (b)  For inventions owned in part by the University, the Vice-President
          (Research) shall be responsible for determining, after consultation
          with the other co-owners of the invention, and if necessary, with
          additional technical and legal experts, and within 90 days of the
          date of invention disclosure, whether or not, commercial exploita-
          tion should be attempted and, if so, the most appropriate means.

3.4  Revenue Sharing

     (a)  The University will, when appropriate, negotiate consulting or
          contract research and development fees for the inventor as an
          integral part of any licensing agreement.

     (b)  The University shall pay the inventor:

     (i)  75% of the net income portion of the first $100,000 of cumulative
          combined income as defined in 3.4 (c).

     (ii) 25% of all net income in excess of the first $100,000 of cumulat-
          ive combined income.

     (c)  The first $100,000 of cumulative combined income will be arrived
          at by a combination of net income flowing from the invention, plus
          any fees collected by the inventor for consulting services or
          research and development services related to the invention and
          performed for the licensee subsequent to the signing of the
          licensing agreement.
                                     
     (d)  The $100,000 level shall be reviewed annually by the Research
          Board which may recommend adjustments to the President.

3.5  Use of University Revenue

     (a)  The University's share of net income, up to a maximum per inven-
          tion of $500,000 per year, shall be distributed as follows:

           i)  25% to the Department of the inventor to support research
               and scholarship;

          ii)  15% to the College of the inventor to support research and
               scholarship;

          iii) 60% towards recovering the accumulated prior costs, if any,
               of the overall patent and licensing program of the Univers-
               ity, otherwise to the University's Endowment Fund. It is
               understood that the available earnings from inventions'
               income deposited in the Endowment Fund will be used solely
               for research at the University and to facilitate this a
               separate accounting of the income and its earnings will be
               maintained.

     (b)  If the University's share of net income from a single invention
          exceeds $500,000 in any one fiscal year, the Research Board shall
          have the opportunity to make recommendations to the President for
          the disposition of the additional revenue.

     (c)  The $500,000 level shall be reviewed annually according to the
          provisions of 3.4(d).

3.6  Policy Administration

     (a)  The Vice-President (Research) shall be responsible for the adminis-
          tration of the Invention Policy.

3.7  Resolution of Disputes

     (a)  If all other attempts fail, in an effort to resolve a dispute
          between another party and the University with respect to the
          decision on ownership of an invention or the decision on the
          identity of the inventor(s), the dispute shall be referred to a
          Board of Arbitration composed of one representative nominated by
          the University, one by the other party, and a third member
          selected by the two representatives thus chosen. Either the
          University or the other party may require that a Board of Arbitra-
          tion be selected by giving to the other written notice of such
          requirement. If either the University or the other party does not
          nominate a member of the Board of Arbitration within ten (10) days
          after the other has given such written notice, then the member of
          the Board of Arbitration nominated by the party giving the orig-
          inal notice shall constitute the entire Board of Arbitration. If
          both parties nominate members for the Board of Arbitration and the
          two members so nominated are unable to agree on a third member for
          the Board, this shall be resolved under the Arbitrations Act of
          Ontario. The decision of the Board of Arbitration shall be final.

                                     
                        II.  INVENTIONS PROCEDURES
                              January 26, 1996

                1.  INVENTION PREDISCLOSURE AND DISCLOSURE
                                                                           
1.1  If one or more University personnel suspect they have an invention they
     should immediately contact the Office of Research. It is important that
     this initial contact occur as soon as possible and that no steps be
     taken to place the invention in the public domain by a lecture or
     publication until the invention has been reported to and discussed with
     the Office of Research.

1.2  The initial step is for a Predisclosure meeting between the inventor(s)
     and members of the Office of Research. There are three possible outcomes 
     from this meeting:

     (a)  The invention is sufficiently well developed and has sufficient
          commercial promise that, in the opinion of the Vice-President (Re-
          search), it should proceed immediately to a formal Disclosure
          process. The Disclosure will then be made using the Invention
          Disclosure Form OR26. Assistance in completing the disclosure
          form will be provided by the Office of Research.

     (b)  The invention requires further development in which case the
          inventor(s) is(are) advised to continue the research and submit
          when the invention is further developed.

     (c)  The invention is not considered to have commercial potential in
          which case the inventor(s) is(are) so advised and all University
          rights to the invention are assigned in writing to the inventor(s).
          The University will retain a royalty-free license to use the
          invention in its teaching and research programs. 

                               2.  OWNERSHIP

2.1  Within 2 weeks of the date of disclosure, the Vice-President (Research)
     will convene a meeting of the Inventor, the Department Chair and the
     College Dean and, using the information supplied by the Inventor in the
     disclosure, will determine whether the invention is owned solely by the
     University, the Inventor, or an outside sponsor, or is jointly owned by
     the University and an outside sponsor or inventor. The Vice-President
     (Research) will also determine the identity of all co-inventors.

2.2  If the University owns the invention, the Vice-President (Research) will
     decide within 90 days of the date of disclosure whether or not the
     University will proceed with commercial exploitation of the invention
     (Section 3).

2.3  If the University owns the invention and decides to proceed, the
     Inventor will assign in writing to the University all rights to that
     invention using Form OR-9.

2.4  If the University does not wish to proceed with commercial exploitation
     of the invention, it will assign in writing to the Inventor all rights
     to the invention, but will retain a royalty-free license to use the
     invention in its teaching and research programs.

2.5  If the decision of the Vice-President (Research) is that the invention is
     owned by the Inventor, he will so advise the Inventor in writing. The
     Inventor is then free to commercialize the invention privately or the
     inventor may offer the invention to the University in which case the
     procedure described in preceding Sections 2.2, 2.3 and 2.4 will apply.

2.6  If the University is a joint owner of an invention, the Vice-President
     (Research) will undertake discussions with the other joint owners to
     determine the extent of University ownership and the appropriate route
     for commercial exploitation.

2.7  If the invention is owned by an outside client, the Vice-President
     (Research) will notify the client and take whatever action is appropriate
     under the terms of the agreement between the client and the University.

                        3. COMMERCIAL EXPLOITATION

3.1  For each specific invention, the Vice-President (Research) will decide,
     after consultation with the Inventor and with other advisors when
     required, whether or not the University will proceed with commercial
     exploitation of the invention and, if so, on the most appropriate
     procedure to follow. Important factors in the decision will be how much
     further development work is required, what is the potential market for
     the invention and whether exploitation is consistent with the role and
     image of the University.

3.2  Any licensing or other exploitation agreement will normally contain a
     waiver of liability by the licensee in favour of the University.

                       4. REVENUES AND EXPENDITURES

4.1  An accounting of incomes and expenditures related to each invention will
     be provided to the Inventor annually or more frequently by special
     arrangement where circumstances warrant.

4.2  Any net incomes earned by an invention will be distributed as provided
     for in Section 3.4 of the Inventions Policy annually or more frequently
     by special arrangements where circumstances warrant.

                            5.  CONFIDENTIALITY

5.1  All University personnel involved in the process of invention disclosu-
     re, ownership determination, commercialization and patentability
     evaluation and commercial exploitation will make every effort to
     maintain the confidentiality of the invention until it is protected by
     patent. Where appropriate the Vice-President (Research) will use confi-
     dentiality agreements to ensure confidentiality when dealing with
     non-University personnel.

                        6.  EXECUTION OF CONTRACTS

6.1  Contracts arising from patents or inventions will be executed in
     accordance with established University policies and procedures.