University of Manitoba Licenses
A License Agreement is a legal agreement between UM and a company, including University Start-up Companies, that grants the rights to make, develop, sell and use a developed University Invention (typically IP found in patents and copyrights and in rare instances, Trademarks) for commercial purposes. When a potential Licensee is identified, UM will collaborate to negotiate a fair and balanced agreement through open communication and aligning interests. UM can offer terms that support the Licensee’s R&D and commercialization efforts, such as exclusive or non-exclusive rights, the ability to sublicense, flexible financial terms (i.e. royalties, equity, milestone payments, etc.) and the ability to obtain ownership of the University IP (should certain development targets be met). At the same time, any License Agreement should uphold UM’s mission of protecting the academic and research freedoms of University Inventor(s) and ensuring that both University Members and UM have the opportunity to fairly share in the commercial success of a University Invention. This cooperative approach is designed to allow agreements to be structured in a way that promotes innovation, incentivizes commercialization, and safeguards the rights and contributions of the Licensee, University Members and UM.
What if I want to start a business based on my technology?
PKMI supports the creation of early stage companies by providing IP protection, market strategies, and networking. We also work with our community partners, incubators, and accelerators to ensure our inventors receive proper entrepreneurship education and mentorship.
The following commercialization steps apply to all start-up companies based on UM inventions:
- Discovery: engage our office to discuss your invention, and to secure IP Protection
- Partner: engage in strategic alliances to translate the invention into a viable business
- Roadmap: Develop a formal business plan
- Negotiation: pursue a License Agreement or Option Agreement
- Investment: attract investors to leverage your technology
Common licensing terms
Grant of Rights
- Exclusive vs. Non-Exclusive License – Exclusive licenses grant a single Licensee the right to commercialize the UM IP, while non-exclusive licenses allow multiple entities to use the IP. In general, where UM IP is non-exclusively licensed, the financial terms in the License Agreement will reflect the non-exclusive nature of the commercialization rights.
- Improvements to University IP – Should the Licensee contribute (through in-kind or cash contributions) to ongoing University research that leads to Improvements to the IP, the Licensee may request rights to those Improvements be provided under the terms of the License Agreement.
- Sublicensing – As part of an Exclusive License Agreement, UM provides the Licensee the right to sublicense.
- IP Ownership – While UM does not assign ownership of UM IP under an Exclusive License Agreement, it will (upon request) include terms within the License to trigger the transfer of the UM IP to the Licensee, should specific performance, milestone and financial targets be met.
Publication Rights
As a teaching and research institution, the ability of University Inventor(s) to present and publish the results of their research and scholarly activities is paramount. In any License Agreement, there will be provisions on academic freedom and rights to publish research results. These provisions will include obligations on both parties to prevent the disclosure of confidential information, and mechanisms to delay (for a limited period of time only) publications, to allow the parties the time to file for additional IP protection if required.
Revenue Terms
In a UM License Agreement, various fees and payments are typically structured to compensate the University for the use of its IP. These fees and payments can vary based on a diversity of factors, including the maturity of the IP, its market potential, Licensee contributions to further R&D and commercialization of the IP, and the involvement of additional non-university IP in the final product.
Flexible and supporting licensing terms
PKMI offers a customized approach to licensing, taking into account:
- The maturity and commercial potential of the invention.
- The Licensee’s size, sector, and development capacity.
- Contributions made by the Licensee to ongoing research or product development.
- The inventor’s interest in continued academic research or entrepreneurship.
To support innovation at all stages, particularly for early-stage companies, PKMI can offer:
- Low or deferred Annual License Fees.
- No Minimum Annual Royalties, meaning licensees only pay when revenues are generated.
- Deferred repayment of past patent costs (without interest), especially for University Start-ups.
- Revenue options that match the Licensee’s financial profile (e.g., equity instead of upfront royalties).
- Milestone-based transfer of IP ownership, when agreed performance or development goals are met.
Key Licensing Features:
Feature | Description |
Exclusive vs. Non-Exclusive Rights | Licenses can be exclusive (only one Licensee has commercialization rights) or non-exclusive (multiple Licensees may use the same IP). |
Sublicensing | Exclusive Licensees may sublicense the technology to others, with a portion of sublicensing revenue returning to UM. |
Improvements and Enhancements | If the Licensee contributes to new developments, the License may include rights to future improvements. |
Academic Publication Rights | UM protects the right of University Inventor(s) to publish their work, while allowing short delays to secure additional IP protection when needed. |
Revenue Models | PKMI tailors revenue terms — including upfront fees, royalties, equity, and milestone payments — based on what’s most viable and equitable for all parties. |
Change of Control | In the event of acquisition or restructuring, License Agreements may include a change-of-control fee, particularly in equity-based deals. |
Support for start-ups and small enterprises
- Waived or reduced initial license fees
- Deferred patent cost recovery
- Access to entrepreneurship resources and mentorship
- Tailored royalty or equity structures
By offering commercial flexibility and shared success, UM’s licensing process ensures that technologies developed on campus can thrive in the market — whether through industry partnerships or start-up ventures — while reinforcing the University’s mission to create social, economic, and community impact.