UNIVERSITY OF MASSACHUSETTS AT DARTMOUTH

Participation Agreement

In consideration of the benefits that I receive as a result of my access to University-administered
funds and University-funded time, facilities, and equipment, I agree as follows:

1. Acknowledgment. I acknowledge that I have read and understood the Intellectual Property
Policy (the "Policy") of the University of Massachusetts (the "University"), a copy of which is
attached to this Agreement, and I agree to abide by the terms of such Policy, as amended. I
understand that capitalized terms used in this Agreement are defined terms that, if not defined in
this Agreement, are defined in the Policy.

2. Disclosure. In accordance with Section III.C.1. of the Policy, I agree to make the following
disclosures to the University Office of Commercial Ventures and Intellectual Property ("CVIP")
or the Provost:

(1) I am encouraged to disclose any Inventions, Copyrightable Works (except
Exempted Scholarly Works), and commercially valuable Tangible Research
Materials that (i) I develop with significant use of University resources or (ii) are
the same as, directly related to, or substantially similar to a research project in
which I am engaged at the University; however, if I intend to commercialize such Intellectual Property, disclosure is required reasonably before I take any action to
commercialize such Intellectual Property. Examples of commercial actions
include, without limitation, seeking patent or copyright protection, commencing
discussions with potential investors or licensees, or transferring the Intellectual
Property to a third party.

(2) I am required to disclose any Inventions, Copyrightable Works (including
Exempted Scholarly Works), and Tangible Research Materials that the University has specifically hired or commissioned me to develop, except as otherwise provided in a written agreement between me and the University; and

(3) I am required to disclose any Inventions, Copyrightable Works (including
Exempted Scholarly Works), and Tangible Research Materials that I develop in the
course of research funded by a sponsor pursuant to a grant or research agreement
that requires such disclosure, or which is subject to a materials transfer agreement,
confidential disclosure agreement, or other legal obligation requiring such
disclosure.

I agree to make such disclosures promptly and in reasonable detail on the appropriate University
Disclosure Form. In the case of Inventions that I intend to commercialize, I understand that I
should make such disclosure reasonably prior to public disclosure of the Invention in order to
provide the University with an opportunity to file a patent application.

3. Assignment of Rights. I hereby assign, transfer, and convey to the University all of my right,
title, and interest in any Inventions, Copyrightable Works, and Tangible Research Materials for
which the University asserts ownership under Section III.B. of the Policy. I understand that the
University does not assert ownership of Exempted Scholarly Works unless such works are
specifically commissioned by the University or are subject to a contractual obligation that requires
assignment. I further understand the University will ordinarily waive its rights in other
Copyrightable Works that the University determines are Scholarly Works. At the request of the
University, I agree to execute and deliver promptly a specific assignment to the University of my
right, title, and interest to such Intellectual Property, including without limitation any proprietary
rights arising from patent applications or copyright registration in the United States and foreign
countries. I further agree to supply the University with all information and to execute all
documents necessary to obtain and maintain patents, copyrights, or other forms of legal
protection for such Intellectual Property. I hereby appoint the University as my attorney to
execute and deliver such documents on my behalf in the event that I should fail or refuse to fulfill
my obligations under this Section within a reasonable period of time.

4. Income-Sharing: Relinquishment. I understand that, in accordance with Section III.G.1. of the
Policy, I will receive a portion al all royalty income and other non-equity revenue derived from
the licensing of Intellectual Property that I assign to the University. I further understand that, in
accordance with Section III.C.3. of the Policy, if the University decides not to commercialize such
Intellectual Property, I will have an opportunity to regain title so that I may pursue
commercialization of the Intellectual Property.

5. Administrative Procedures. I understand and agree to abide by the administrative procedures
for the transfer of Tangible Research Materials and Confidential Information, as set forth in the
Policy.

6. Certification by Principal Investigators. I agree to ensure that each person who is subject to the
Policy who participates in research at the University under my supervision as Principal
Investigator (excluding clerical and non-technical workers) has signed and delivered a copy of this
Agreement in accordance with the Policy. I further agree to ensure that all students under my
supervision as Principal Investigator have agreed in writing to any contractual restrictions (such as
publication restrictions) that are applicable to their research.


Signature: __________________________________

Printed Name: __________________________________

Department: __________________________________

Date: __________________________________

 Last Updated On: 11/7/05