Researchers • Harvard ExpressPath Licenses
Software ExpressPath
Two Pathways for Software Licensing
Whether you've kept your code private or shared openly with the world, Harvard OTD has a licensing path for you. Harvard’s Software ExpressPath license offers two straightforward options for copyrighted software, both with clear terms and without unnecessary hurdles.
Which path is right for you?
Option 1 — Exclusive License of Code Base
The right fit when:
- Your code has not been released as open source or has been released under a license that restricts commercial use.
- When your startup needs exclusive rights to the code — the ability to be the only company authorized to commercialize it — Harvard can provide an exclusive license. This is often important for establishing a strong competitive position and for reassuring early-stage investors.
The key to keeping this option available is making the right choice regarding open-source licensing before you release your code. Contact OTD early, and we can help you think through your options.
Terms at a glance:
- 2% equity
- antidilution protection through $2.5M raised, on-going investment right
- no royalties
- no revenue-based fees
Option 2 — Good Standing Letter
The right fit when:
- Your code has already been released under a permissive open-source license — one that allows anyone to use, modify, and build on it commercially.
Open science is something Harvard respects and supports. When a startup is built on openly released code, a traditional exclusive license isn't on the table — but Harvard can still offer something genuinely valuable: a "good standing" letter.
Investors conducting due diligence on a software startup often ask about the code's origins, whether the open-source release was properly authorized, and whether the university supports the startup's use of it. A good standing letter from Harvard answers those questions directly — and can make a positive impact in fundraising and establishing partnerships.
Terms at a glance:
- Harvard provides an official letter affirming the code was properly open-sourced and that your startup's use is consistent with Harvard's mission.
- 1% equity
- antidilution protection through $1M raised
- no royalties
- no revenue sharing
- no ongoing reporting
Not Sure Which One Applies to You?
We’re here to help. If you're still in the early stages of thinking about a startup and haven't yet released your code, reach out to us before you make any licensing decisions. A brief conversation now can meaningfully expand your options later.
Software ExpressPath Exclusive License of Code Base
An exclusive license gives your startup something that matters to founders and investors alike: the assurance that you are the only company with the right to commercialize this code. It establishes a clear competitive position, protects your investment in building the product, and signals to investors that Harvard stands behind your rights to the technology.
Financial Terms
These terms are preset — they are not subject to case-by-case negotiation, which means you know exactly where things stand from day one.
| TERM | DETAILS |
| Equity | 2% of the startup |
| Antidilution protection | Harvard’s equity stake is protected against dilution through the first $2.5M in outside funding raised |
| Investment participation right | Harvard has the right — but not the obligation — to invest in a future financing round, on the same terms and conditions as other investors in that round on a pro-rata basis, as indicated below. |
| Royalty on revenue | None |
Investment Participation Rights
The license agreement provides a pathway to expand your pool of investors. Through Harvard’s investment participation rights, Harvard or its assignee can invest up to 5% of initial financing rounds through $2.5M in cumulative funding. Beyond that funding threshold, in subsequent financing rounds the investment participation rights are limited to Harvard, or its assignee, maintaining the equity it holds through additional investment.
A Note on Open-Source Licensing Choices
This is one of the most important things we want researchers to understand before releasing your code.
The open-source license you choose impacts what Harvard can offer you and your startup down the road. Permissive open-source licenses (such as MIT or Apache 2.0) allow everyone, including competitors, to use and commercialize your code. Once that path is taken, an exclusive license generally isn’t possible.
OTD offers guidance on open-source licensing as part of our work with researchers. Reach out early — before you post anything publicly.
Ready to Move Forward?
Good Standing Letter
If your code is already out in the world under a permissive open-source license, you've made a choice we fully support. Open-source software has accelerated scientific progress, created communities of collaboration, and produced some of the most consequential technology of our era. We're not here to second-guess that.
What we can do is make sure that choice doesn't become an obstacle when you're trying to raise money and build your company.
What a Good Standing Letter Does
When investors and partners look at a startup built on open-source code, they often have questions. Not because open source is a problem — but because due diligence is their job, and they need to answer the questions:
- Who wrote this code, and where?
- Was the decision to release it as open source properly authorized by the university?
- Does the university have any objections to this startup using and commercializing it?Is the startup's use of the code consistent with the university's policies and values?
A Good Standing letter from Harvard OTD can help resolve these concerns directly and quickly.
Financial Terms
The financial terms for the good standing letter are intentionally designed to reflect the nature of the relationship and to avoid placing unnecessary burden on a company built on openly available code.
| TERM | DETAILS |
| Equity | 1% of the startup |
| Antidilution protection | Harvard’s equity stake is protected against dilution through the first $1M in outside funding raised |
| Royalty on revenue | None |
Harvard supports the choice to open-source research. The good standing letter is Harvard’s way of standing behind your work, backing your startup, and helping you tell that story to investors with confidence.