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Team Agreements

Team Agreements

When Yeda is licensing an Institute Invention(s) to a commercial entity, each scientists' share of the scientists' Collective Share of anticipated Proceeds is recorded in a Team Agreement.

The Team Agreement is a tripartite agreement between: Yeda, the Institute and the scientists involved.  The Team Agreement's objective is to furnish Yeda with instructions regarding the break-down allocation of the scientists' Collective Share of the Proceeds to each of the team scientists. It is, therefore, highly important to all scientists involved to establish a Team Agreement, in order to allow Yeda to allocate the scientists' Collective Share of the Proceeds, when received.

When (and if) Proceeds shall have been actually received, Yeda shall allocate the scientists' Collective Share of the Proceeds  to the Team scientists in accordance with the WIS' "Rules of IP and Conflict of Interests (2001)" (the "RULES").
The Team Agreement should be signed by all Institute scientists involved. i.e., by scientists, who made an inventive contribution to the licensed Institute Invention, and by contributors, who made another substantial direct (non inventive) contribution to the development of such Institute Invention (all scientists(inventors and contributors) who are signed on a Patent Agreement in respect of a licensed Institute Invention should be included in the Team by definition). 

The decision regarding the identity of the scientists included in the Team and the share of each one of them in the scientists' Collective Share of the Proceeds (due from the relevant license), is to be made according to the procedures described in the RULES, and as follows: the Chief Investigator(s) will propose an allocation amongst the Team scientists based on their relative direct contributions to the licensed Institute Invention(s). If the license agreement with the commercial entity includes a further research to be conducted at the Institute – then, the Chief Investigator(s) shall also take into account the relative estimated contribution of each of the Team scientist to the planned research. The Chief Investigator's proposed allocation must be agreed upon by all scientists involved, by setting their signature on the Team Agreement. 

The Team Agreement will include a declaration by the Team scientists that to the best of their knowledge all those who are entitled to a share in the Proceeds are indeed included in the Team Agreement and their acknowledgment that the allocation of the scientists' Collective Share of Proceeds, will be subject to amendments in the future if there is a significant change in the relative contribution of the scientists to the licensed Institute Invention(s), or any other substantial change in circumstances.

If a Team Agreement can not be reached due to a disagreement among the scientists, the dispute will be solved in the following manner: First the Vice President for Technology Transfer will propose the allocation, after consulting with an ad-hoc advisory committee, consisting of Institute employees and/or persons who are not Institute employees, and his suggestion will be subject to the approval of the President of the Institute. In the event that the proposal of the Vice President as approved by the President does not lead to a duly signed Team Agreement, the President of the Institute will consult with an ad-hoc advisory committee which includes a member of the Board of Governors of the Institute and then reach a decision which shall be final and binding on all the scientists. In such cases, Yeda will hold the scientists' Collective Share of the Proceeds in trust until the allocation of the share therein is resolved.

Team Agreement referring to Proprietary Interests

In some cases, the commercialization agreement between Yeda and the commercial entity includes allocation of Proprietary Interests (shares, options, etc.) of the commercial entity to Yeda. In such cases, a Team Agreement referring to Proprietary Interests should be duly signed by all parties prior to the execution of the commercialization agreement between Yeda and a commercial entity.

"The allocation amongst the Scientists of the Scientists' Collective Share of Proprietary Interest will be proposed by the Chief Investigator(s), based on the direct relative contribution of the Scientists who have or will actively participate in the research and other activities which are the subject of the said agreement with the commercial entity. The proposed allocation will be based on the information known at the time the agreement with the commercial entity is signed, and will be agreed upon by all the Scientists participating in the activities. The agreed allocation will be reflected in the Team Agreement. The respective share of the Scientists' Collective Share of Proprietary Interest will be held by Yeda or its nominee in trust on behalf of the Scientists entitled to a part in it until one of the following events: The end of the research project at the Institute pursuant to an agreement with the commercial entity; or when the Proprietary Interest can be realized freely according to the relevant agreements and by-laws." (WIS IP and Conflict of Interest Rules, version 2001, section 4.6)

To view Yeda's Team Agreement referring to Propriety Interests, please click here.

Team Agreement referring to Proceeds

A Team Agreement referring to Proceeds (royalty payments, milestone payments etc.) should be duly signed by all parties prior to the execution of any commercialization agreement between Yeda and a commercial entity.

"Each Inventor's share of the Inventors' Collective Share of Proceeds, shall be determined and recorded at the time Yeda signs a contract with a commercial entity which takes upon itself, under a license or a research and license agreement, the development and the commercialization of one or more of the Institute Inventions. Such a contract may include more than one Institute Invention, and may refer to future research and to Institute Inventions arrived at in the course of such research. The Chief Investigator(s) will propose an allocation amongst the relevant Inventors of the Inventors' Collective Share of Proceeds, based on their relative direct contributions specific to the licensed Institute Inventions and the planned research. This proposal should be compatible with previous Patent Agreements, if any, relating to the licensed Institute Inventions, subject to any appropriate adjustment. The proposed allocation will be based on the information available at the time the contract is signed. The proposed allocation must be agreed upon by all the Inventors, and will be included in a Team Agreement between the Inventors, Yeda and the Institute. The Team Agreement, will include a declaration by the Inventors that to the best of their knowledge all those who are entitled to a share in the Proceeds are indeed included in the Team Agreement and their acknowledgement that the allocation of the Inventors' Collective Share of Proceeds, will be subject to amendment in the future if there is a significant change in the relative contributions of the Inventors to the Institute Inventions that generate such Proceeds, or if new Institute Inventions are added to the license agreement with the commercial entity. In such a case an amended allocation of the Inventors' share in the Inventors' Collective Share of Proceeds will be proposed by the Chief Investigators, agreed upon by all the Inventors, and the Team Agreement will be amended accordingly." (WIS IP and Conflict of Interest Rules, version 2001, section 4.4)