I agree on the Tax Reform Act of 86 caution (although the issue is
clear as mud)

Also to keep in mind are the recent guidelines issued by the NIH on
agreements with Commercial Sponsors (the fallout of the Scripps Sandoz deal)
FED Reg. Vol. 59 No. 122 Monday, June 27, 1994  p 32997 (Notice)
If your person has NIH funded research that may overlap
in anyway with that being conducted under the commercial sponsorship,
there may be problems with signning the technology away or valuing it
up front.

We  refuse any attempt to value unknown intellectual property
upfront and instead try to get sponsors to agree to provisions whereby
we hold title and give them an option to a license with exclusivity/
royalties to be determined once the relative contributions of the parties
(along with any third parties, such as the NIH) are known.  We have been
pretty successful at negotiation of such clauses.

* Elizabeth (Liz) Mazzella             xxxxxx@ALBNYDH2.BITNET  *
* Director, Technology Transfer & Contract Programs           *
* Health Research, Inc. (A Non-Profit Corp.) Albany NY 12209  *
* Voice: (518) 431-1200                    Fax: (518)431-1234 *