Intellectual Property (IP) Management Policy

More information on the introduction of this policy and the supporting engagement guidelines:

Research commercialisation

Final policy

This Policy comes into force on and from 1 July 2026 for the creation and development of new IP but not pre-existing IP.

Purpose

1. The purpose of this Policy is to increase the impact of the Science, Innovation and Technology (SI&T) portfolio funding by encouraging and enabling greater commercialisation of Intellectual Property that has been created and developed with the support of SI&T funding.

2. The Policy aims to incentivise Creators by providing them with opportunities for more involvement in the commercialisation process with potential for ownership and control of Intellectual Property that they have created.

Application of this Policy

3. Where compliance with this Policy is a condition of a Research Organisation receiving SI&T funding, or being subcontracted from SI&T funding, this Policy will apply to:

a. that Research Organisation and that Research Organisation’s Creators; and

b. Intellectual Property that is created with support from the SI&T funding. This may also include developments to pre-existing Intellectual Property but will not include any pre-existing Intellectual Property itself.

4. Terms in this Policy are to be defined and interpreted in accordance with Annex A.

5. Application of this Policy shall at all times be consistent with the Principles set out in Annex B.

Rules relating to the management of Intellectual Property

6. The Policy distinguishes between the following two situations:

a. “Situation #1” where the Creators involved in creating the Intellectual Property are within a Tertiary Education Organisation; and

b. “Situation #2” where the Creators involved in creating the Intellectual Property are within a Public Research Organisation or Independent Research Organisation.

7. The Minister of SI&T, or a person they delegate to, may determine a different application of the rules, on a case-by-case or other categorised approach provided these decisions align with this Policy’s Purpose and Principles.

8. The following sections set out the rules that apply to the commercialisation of Intellectual Property dependent upon whether Situation #1 or Situation #2 applies.

Rules applying in both Situations #1 and #2

9. When Creators create Intellectual Property that could reasonably be expected to have commercial potential, the Creators must fully disclose the Intellectual Property to their Research Organisations without unreasonable delay and before any public disclosure of the Intellectual Property.

10. In the event that there are multiple relevant Research Organisations to any instance of Intellectual Property, those Research Organisations are expected to liaise and agree a united approach in respect of any support to be provided, and decisions to be made by the Research Organisations under this Policy.

11. The Creators’ Research Organisations shall have a non-exclusive and non-commercial right to use the Intellectual Property for research and teaching purposes, royalty-free and in perpetuity.

12. The rules specified under this Policy are not intended to affect the ownership of mātauranga Māori. Research organisations are expected to have adequate policies or plans in place to support the responsible management of mātauranga Māori, and to apply them where relevant. This Policy is not intended to override such policies and any use of mātauranga Māori should be subject to agreed terms with relevant persons, including where appropriate, provisions for access, protection, and benefit sharing.

Rules applying in Situation #1

13. After disclosure, the Creators’ Research Organisations may undertake or commission a commercial and/or novelty assessment or any other evaluation of the Intellectual Property and/or its commercial potential. If such a novelty assessment or evaluation is undertaken, upon its completion the Research Organisations shall provide the Creators with the assessment or evaluation of that Intellectual Property.

14. Within 90 days from the later of the date of disclosure by the Creators or such longer period agreed by the Creators with the Research Organisations (Initial Period), the Creators shall agree amongst themselves on their respective participation in the commercialisation process and, with the agreement of all the Creators, whether each of them is a Commercialising Creator or a Non-Commercialising Creator.

15. Where the Creators are unable to agree on each Creator’s status during the Initial Period, each will be treated as a Commercialising Creator provided that any Creator may unilaterally decide to be a Non-Commercialising Creator.

16. The Creators and their Research Organisations shall seek to reach agreement during the Initial Period on one of the following approaches to commercialisation of the Intellectual Property:

a. The Commercialising Creators being responsible for commercialising the Intellectual Property without support from their Research Organisations;

b. The Commercialising Creators being responsible for commercialising the Intellectual Property with support from their Research Organisations; or

c. The Creators’ Research Organisations being responsible for commercialising the Intellectual Property.

17. If the approach at section 16(a) is agreed to by the Creators and their Research Organisations, or if no agreement is reached between the Creators and their Research Organisations during the Initial Period:

a. The Commercialising Creators shall have the right to take responsibility for commercialising the Intellectual Property without support from their Research Organisations;

b. The Creators shall agree among themselves on the sharing of benefits from commercialising the Intellectual Property;

c. Their Research Organisations shall assign (as relevant) all its rights to the Intellectual Property to the Commercialising Creators without receiving compensation for the assignment;

d. The Commercialising Creators shall take full responsibility for any legal protection of the Intellectual Property; and

e. The Commercialising Creators shall be responsible for paying any future costs of using any Research Organisations’ resources (e.g., equipment and facilities) on commercial terms and any past costs associated with legally protecting the Intellectual Property, including any such costs incurred by their Research Organisations before ownership of the Intellectual Property was assigned to the Commercialising Creators.

18. If the approach at section 16(b) is agreed to by the Creators and their Research Organisations:

a. The Creators shall agree among themselves on the sharing of benefits from commercialising the Intellectual Property;

b. The Research Organisations shall provide the Commercialising Creators with a reasonable amount of support to assist the Commercialising Creators prepare the Intellectual Property for private sector investment. The support may include by way of example, options for protecting the Intellectual Property, assisting with connections to relevant expertise to test market or technical assumptions, or support to engage potential investors, partners or licensees;

c. The Commercialising Creators’ Research Organisations shall assign (as relevant) all rights to the Intellectual Property to the Commercialising Creators, a spinout company or a nominee when and as directed to do so by the Commercialising Creators;

d. In exchange for providing a reasonable amount of support, the Research Organisations may take a total aggregate economic interest in the benefits of commercialising the Intellectual Property as set out below, provided the final scope of that economic benefit will be agreed with the Commercialising Creators:

• a 5 to 10% equity share in any spinout company formed to commercialise the Intellectual Property, or
• where an equity share is not appropriate, a proportional revenue or other proportional economic benefit share;

e. Commercialisation Engagement Guidelines are available to assist with determining what amounts to a Research Organisation providing “a reasonable amount of support” and how a Research Organisation may implement its “economic interest” in the commercialisation of the Intellectual Property as referred to in section 18(d) above; and

f. In exchange for providing more than a reasonable amount of support and with the agreement of the Commercialising Creators, their Research Organisations may take a greater equity, revenue and/or other benefit share in excess of that anticipated by section 18(d). This may include by way of example: a Research Organisation making a direct financial investment into a spinout company formed to commercialise the Intellectual Property; a Research Organisation providing financial support to cover external costs; or a Research Organisation negotiating a licensing deal for use of the Intellectual Property.

19. If the approach at section 16(c) is agreed to by the Creators and their Research Organisations:

a. The Creators will acknowledge that their Research Organisations hold legal ownership and usage rights of the Intellectual Property, or where the Creators hold legal ownership and/or rights, will assign the ownership and rights (as relevant) to their respective Research Organisations;

b. The Research Organisations shall have the right to take responsibility for commercialising the Intellectual Property without the Creators but must engage with and consider the views of the Creators before making any significant decisions regarding commercialising the Intellectual Property, unless otherwise agreed with the Creators;

c. The Research Organisations shall agree with the Creators, terms of access to the Intellectual Property for the Creators’ commercial purposes and the sharing of benefits from commercialisation. The Research Organisations shall also appropriately compensate the Creators for any of their involvement in commercialising the Intellectual Property, unless otherwise agreed with the Creators.

20. The flow diagram in Annex C illustrates the rules in Situation #1.

Rules applying in Situation #2

21. The Research Organisations will retain or obtain sole ownership of the Intellectual Property, and the Creators shall assign (if relevant) all rights to the Intellectual Property to the Research Organisations.

22. The Research Organisations shall take full responsibility for any legal protection of the Intellectual Property, unless otherwise agreed between the Research Organisations and the Creators.

23. The Research Organisations shall have the first option to commercialise the Intellectual Property. If the Research Organisations elect to exercise this option, the Research Organisations shall engage with and consider the views of the Creators on the choice of commercialisation strategy including by way of example:

a. Whether to license or form a spinout company to commercialise the Intellectual Property; and

b. If the Research Organisations decide to commercialise the Intellectual Property via a spinout company, whether the Creators wish to participate in the spinout company.

24. The Research Organisations may opt not to exercise or to delay this option to commercialise the Intellectual Property where it has a strategic or commercial reason for doing so. In such cases, the Research Organisations shall inform the Creators as soon as practicable of the choice to delay or not commercialise and the reason for this decision.

25. Where the Research Organisations elect not to exercise the option to commercialise the Intellectual Property within a reasonable period but do not have a strategic or commercial reason for doing so, the Research Organisations shall give the Creators the option to commercialise the Intellectual Property. If any of the Creators elect to exercise that option, they shall become Commercialising Creators and the following rules apply:

a. The Commercialising Creators shall agree with their Research Organisations terms of access to the Intellectual Property for commercial purposes and the sharing of benefits from commercialisation of the Intellectual Property with the Research Organisations, including reimbursement of any costs the Research Organisations have already incurred in legally protecting the Intellectual Property;

b. Upon request from the Commercialising Creators, the Research Organisations shall provide the Commercialising Creators with a reasonable amount of support to assist the Commercialising Creators to prepare the Intellectual Property for private sector investment;

c. The Research Organisations shall assign (as relevant) all rights to the Intellectual Property, to the Commercialising Creators, a spinout company or a nominee when and as directed to do so by the Commercialising Creators, without receiving compensation for the assignment;

d. In exchange for providing this support, the Research Organisations may take a total aggregate economic interest in the benefits of commercialising the Intellectual Property as set out below, provided the final scope of that economic benefit will be agreed with the Commercialising Creators:

• a 5 to 10% equity share; or
• where an equity share is not appropriate, a proportional revenue or other proportional economic benefit share, and in each case, the amount to be agreed with the Commercialising Creators.

Annex A: Definitions and Interpretation

Definitions:

In this Policy, unless the context requires otherwise:

Commercialising Creators means all the Creators that are responsible for the commercialisation of the Intellectual Property under this Policy.

Contributors means Research Organisations, Creators, co-funders of the Intellectual Property or its commercialisation, and persons contributing pre-existing Intellectual Property or support for commercialisation, as is relevant in the circumstances.

Creator means a natural person employed by or contracted to a Research Organisation who is the creator of the Intellectual Property (such as the original deviser of an invention) and may include, by mutual agreement, a student.

Independent Research Organisation means a Research Organisation that is not a Tertiary Education Organisation or a Public Research Organisation or otherwise owned or majority-controlled by the Crown, or wholly owned by a Tertiary Education Organisation.

Initial Period has the meaning set out in section 14.

Intellectual Property means any intellectual property, whether or not registrable or protectable, including but not limited to inventions, designs, trademarks, trade secrets, copyright works including artistic or literary works (including computer programmes), and plant varieties.

Non-Commercialising Creators means all the Creators that are not responsible for the commercialisation of the Intellectual Property under this Policy.

Public Research Organisation under this Policy means one or more of the following organisations: New Zealand Institute for Bioeconomy Science, New Zealand Institute for Earth Science, and New Zealand Institute for Public Health and Forensic Science, but not including the New Zealand Institute of Advanced Technology.

Principles means the set of principles set out in Annex B.

Purpose means the intention of the Policy as set out in sections 1 and 2.

Research Organisation means any Tertiary Education Organisation, Public Research Organisation, Independent Research Organisation, or any part of any of them, carrying out research in New Zealand, including any subsidiary of such organisations that is involved in commercialisation of Intellectual Property for that organisation.

SI&T has the meaning set out in section 1.

Situation #1 has the meaning set out in section 6(a).

Situation #2 has the meaning set out in section 6(b).

Tertiary Education Organisation has the meaning given in the:

Education and Training Act 2020(external link) — New Zealand Legislation

Interpretation

In this Policy, unless the context requires otherwise:

• the singular includes the plural and vice versa; and
• “including” and similar words do not imply any limitation.

Annex B: Principles

This Policy aims to support the following principles:

Ensuring the Policy intent and desired outcomes

• Any Intellectual Property to which this Policy applies must only be commercialised in ways consistent with the Purpose of this Policy.
• Commercial outcomes must be balanced with New Zealand’s reputation and interests, and other publicly announced Government outcomes as far as reasonably practical.

Acting in good faith

• All Research Organisations and Creators must act ethically, and in good faith towards each other and other parties involved across the commercialisation process.
• Intellectual Property that is subject to this Policy, must be disclosed to all those who have contributed, or otherwise may have rights, to that Intellectual Property, regardless of whether those individuals or organisations are bound by this Policy or not.
• Any treatment of Intellectual Property and undertaking of a commercialisation approach under this Policy must ensure Treaty, Māori and mātauranga Māori, and indigenous rights and interests are properly considered, understood and respected.

Contribution, Ownership and benefits

• As far as reasonably practicable, Creators and Research Organisations should identify and agree at the start of projects, and ideally before the Intellectual Property is created, on the intended relative contributions of Contributors who may have rights or interests once the Intellectual Property is created.
• Decisions and agreements on ownership of and benefits arising from Intellectual Property in scope for this Policy, should be consistent with the Purpose of this Policy, and give regard to the relative contribution of Contributors.
• Research Organisations are encouraged (but not required unless specified elsewhere in this Policy) to provide Creators and as relevant, any other Contributors with benefits, control, ownership or other incentives, as appropriate, that support the Purpose of this Policy.