A Foundation Programme · Operational from Activation
The Coalition Patents Programme is the Casuarina Foundation's standing function for aggregating AI safety IP under a single mission-locked architecture. It activates with one contributing member, the Triodian portfolio, and opens to additional inventors once an audited operating cycle is on the public record. The structure is identical for every contributor. There is no founding seat, no senior partner, and no portfolio with primacy.
How the Programme OperatesWhy this programme exists
The Foundation was built around a recognition: that a patent portfolio in AI governance can be perverted by the entities it is meant to govern unless it sits inside a structure that no single private interest can capture. That recognition is shared by a growing number of independent researchers, alignment-focused engineers, and small companies whose work in AI safety is exposed to the same capture risk. The Coalition Patents Programme is the architecture; the Triodian portfolio is the first IP to enter it.
"There are researchers and small companies with patentable AI safety IP who face the same structural problem the first contributor faced. Their work will be acquired and either suppressed, weaponised, or quietly diluted. They want a mission-locked home for their IP, not a buy-out."
The Foundation is constituted from activation as a neutral steward of a multi-contributor pool that currently has one member. The substantive legal architecture (Coalition Founder Undertaking Deed, Coalition Head Licence, Master Licence Agreement, irrevocable provisions, royalty waterfall, ACNC oversight) is operational from Day One, executed against the first member's portfolio.
There is no later “launch event”. What changes over time is the number of members admitted, not the existence of the Programme. Additional inventors are admitted once the Foundation has produced its first audited Citizen Benefit Report and the operating templates have been executed in public view.
An answer for early-stage venture investors
This is the question every early-stage investor in an AI-safety company eventually puts to its founder. It is the right question. AI governance patents are the kind of asset a frontier lab or hyperscaler has rational reasons to acquire and shelve, not because the technology is bad, but because the governance the technology enforces is unwelcome. An acquisition at that point retires the patents and caps the venture return well before the underlying commercial business has reached its real ceiling.
A safety company that holds its own patents has one structural defence against premature acquisition: the founder's refusal to sell. A nine-figure offer from a frontier lab or hyperscaler, for the express purpose of suppressing a governance technology that constrains them, is rational for the buyer and rational for the founder's estate to accept. The mission ends. The early VC return is capped at the suppression-acquisition price, which is calibrated to retire the technology, not to compensate the equity holders for the value the business would have reached at its commercial maturity.
The Coalition Patents Programme architecture makes that acquisition path structurally unavailable. The IP sits in a coalition AUIPCo that is not for sale. The Foundation holds a Coalition Head Licence with nine irrevocable provisions (the Public Access Guarantee, FRAND Licensing, the Small Entity Exemption, the 3% Anti-Accumulation Rule, the Developing Nation Programme, the Transparency Mandate, the Citizen Benefit Report, Anti-Acquisition, and the Content-Provenance Open Dedication) that survive any change of control of the OpCo.
An acquirer can buy the OpCo. It cannot buy the patents, cannot revoke the licence, and cannot vary the terms on which the technology is sub-licensed to the rest of the market. The acquisition-for-suppression playbook does not work against this structure. The premium an acquirer would pay to retire the patents collapses to zero, because retirement is not on offer at any price.
i
Without the Coalition structure, the rational exit window for the OpCo is whenever a frontier lab makes a suppression-grade offer. With it, the OpCo's value is allowed to compound to its actual commercial ceiling, because there is no buyer for whom acquisition-and-shelving is the strategy, only buyers for whom genuine commercial integration is.
ii
Coalition Member 1 (Triodian) holds the first portfolio under exactly these terms from Foundation activation. An OpCo investor is not being asked to fund a company whose IP might one day be protected. The protection is in force, executed, and on the public record before the investor's capital arrives.
iii
Every additional member admitted to the Coalition widens the pool the acquirer would have to suppress, deepens the standard-essential posture, and reduces the marginal value of acquiring any single contributor's IP. The OpCo's defensive moat scales with the Programme, not despite it.
iv
The irrevocable provisions live in executed legal instruments (the Master Licence Agreement, the Coalition Head Licence, the Coalition Founder Undertaking Deed), with the ACNC supervising under the Australian Charities Act and the Attorney-General's consent required for any disposal of charitable assets. The protection rests on legal mechanics, not on the founder's continuing willingness to refuse offers.
The short form for an LP memo. The Coalition Patents Programme is the answer to the suppression-acquisition risk that has historically defined the downside case for AI-safety venture investing. The Foundation is not adjacent to the OpCo's return profile; it is what allows the return profile to mature.
The Programme
The Coalition Patents Programme is operational from Foundation activation. The phases describe what the Programme is doing at each stage of its existence, not a sequence in which the Programme itself is being constructed. Phase 1 operates the pool with its first member. Phase 2 opens intake to additional inventors. Beyond Phase 2, the Programme runs as a standing function of the Foundation, scaling with each admission.
Phase 1
From activation
First-member operations
The Coalition Patents Programme is live from Foundation activation. The Triodian portfolio enters as Coalition Member 1 under the standard documents that every subsequent member will execute.
The Coalition Patents Committee is seated as a sub-committee of the Foundation board. Coalition AUIPCo 1 (Triodian) holds the first contributing portfolio. The first member's principal binds themselves through the Coalition Founder Undertaking Deed, the same instrument every coalition contributor will execute. The Foundation holds a Coalition Head Licence over AUIPCo 1 on terms that are not renegotiable for any future member. The first OpCo (Triodian OpCo) commercialises the first member's IP under a Master Licence Agreement and pays the 3% royalty stream that funds the Foundation. The US 501(c)(3) sister affiliate is incorporated to receive US-deductible donations and to administer the Developing Nation Programme.
Phase 1 deliverable
A Coalition Patents Programme demonstrably operating with one admitted member, a fully executed set of coalition documents on the public record, an audited Citizen Benefit Report, and a Foundation board exercising the irrevocable governance mandate. The Programme is not a future commitment. It is a documented operating reality with capacity for additional admissions.
Phase 2
Post first audit
Intake of additional members
Intake opens once the first audited Citizen Benefit Report is on the public record. Additional members are admitted under the same documents Coalition Member 1 executed: no founder seat, no senior partner, no bespoke negotiation that varies the irrevocable provisions.
The Foundation begins admissions of additional members: typically alignment researchers leaving frontier labs, academics with defensive AI safety filings, and small companies that have already encountered acquisition pressure they want to resist. The conversation an external inventor walks into is not “you will be the first non-founder admission”; it is “you will be the second admission under documented terms that the Foundation has been operating under for the past audited cycle, here is the first member's Coalition Founder Undertaking Deed, here is the first member's Coalition Head Licence, here is the first Citizen Benefit Report.” The substantive change between Phase 1 and Phase 2 is the count of admitted members, not the architecture they enter.
Phase 2 deliverable
A functioning AI governance patent pool comparable in structure to MPEG LA or the Bluetooth SIG, administered under Australian charity supervision, with irrevocable FRAND provisions, and demonstrably broader than any single contributor could provide. The Foundation is a de facto standards body operating as a multi-member pool, with each subsequent admission incremental to a programme already in steady-state operation.
Coalition Architecture · Operational from Activation
The architecture is constituted as a multi-contributor pool from the first day the Foundation operates. The Foundation holds Head Licences over each contributing AUIPCo. Each AUIPCo is governed by identical irrevocable provisions. Each member may pair with its own commercial OpCo or sub-licence to a shared OpCo. The Foundation administers all licensing on FRAND terms. Solid cells represent entities operational from Phase 1. Dashed cells represent the second and subsequent admissions in Phase 2.
Coalition member IP holders
AUIPCo 1 · Phase 1
Coalition Member 1 · DGA + CIPs · bound by Coalition Founder Undertaking Deed
AUIPCo 2 · Phase 2
Alignment-research portfolio · same Coalition Founder Undertaking Deed terms
AUIPCo 3…n · Phase 2
Multi-agent, attestation, defensive filings · same Deed terms
Casuarina Foundation Ltd · ACNC-registered
Holds Coalition Head Licences over every contributing AUIPCo on identical terms. Exercises the irrevocable governance mandate uniformly. FRAND licensing administered by a single neutral body. Royalty income distributed under the Allocation Waterfall to each coalition member in proportion to attribution.
OpCo 1 · Phase 1
Australian proprietary limited company · commercialises the Coalition Member 1 portfolio · investor-facing entity
OpCo 2…n · optional
Each coalition member may incorporate their own Pty Ltd to commercialise their patents directly · pays the licence fee themself · mirrors the OpCo 1 structure
Sub-licensees
Coalition IP available under uniform FRAND terms to qualifying licensees globally
Solid boxes represent entities operational from Phase 1 (Foundation activation). Dashed boxes represent entities added through coalition admissions in Phase 2 and beyond. The legal terms governing every cell are identical; the structure does not distinguish between the first member and any subsequent member.
Contribution Mechanisms
Each mechanism is established in patent law and in standards-body practice. The Foundation does not invent novel legal instruments. The contribution route is chosen to fit the inventor's ownership preferences, tax position, and institutional context.
Mechanism 01
Patent assigned to a Coalition AUIPCo under the Foundation's Head Licence
The inventor assigns the patent to a newly formed Coalition AUIPCo. The patent retains its own priority date (the inventor's original filing date) and immediately becomes part of the Foundation's licensable pool under identical irrevocable terms.
The inventor receives a contractual royalty interest based on the attribution methodology determined by the Coalition Patents Committee at admission.
Best for: inventors closing a startup, moving to academia, or with a clear preference for one-time consideration over ongoing administration.
Mechanism 02
Inventor retains ownership; grants the Foundation an exclusive worldwide sub-licensable licence
The inventor retains legal title to the patent but commits commercial rights to the Foundation on terms identical to a Head Licence. The Foundation administers all sub-licensing. The inventor remains the listed owner and prosecutor.
The Sunset Clause is written into the licence: on the inventor's death or incapacity, the patent passes to a designated public institution rather than the inventor's estate.
Best for: research groups, small companies, and institutions that need to retain ownership for grant funding, tax, or institutional reasons.
Mechanism 03
Inventor mirrors the Coalition architecture end-to-end and commercialises their own IP directly
The inventor incorporates a new Coalition AUIPCo to hold their patents, binds themselves personally through a Coalition Founder Undertaking Deed, and the Foundation takes a Coalition Head Licence over that entity on terms identical to those governing Coalition Member 1.
The inventor then incorporates their own commercial OpCo (OpCo2), an Australian Pty Ltd mirroring Triodian OpCo, to commercialise their patents themselves under a Master Licence Agreement granted by the Foundation. They pay the same 3% licence fee directly to the Foundation, retain the upside of their own commercial work, and operate within the same irrevocable governance terms.
Best for: inventors who want to build a real commercial business around their IP (running their own company, raising their own capital, and capturing the operational upside) while accepting the same mission-locked governance terms that constrain OpCo 1.
Royalty Allocation
The Foundation does not retain coalition contributions for general expenditure. The Allocation Waterfall ensures that royalty income attributable to a specific inventor's patents returns to that inventor, net of administration, prosecution, and Foundation public-benefit allocations.
All licensing fees from OpCo, OpCo2, and direct FRAND sub-licensees are paid into the Foundation, audited annually by an independent Big-Four firm, and published in the Citizen Benefit Report.
The Foundation's published operating cost ceiling and the ongoing prosecution and maintenance budget for the full portfolio are drawn first, capped at the published percentage in the Master Licence Agreement.
The Developing Nation Programme allocation (minimum 10% of net licensing income) and the Advocacy / AI Activism Scholarship Programme allocation (minimum 10%) are drawn next, in accordance with the irrevocable provisions.
The remaining net royalty pool is allocated to each contributing inventor in proportion to the attribution methodology determined at admission: typically a combination of essentiality determination by the Technical Steering Committee and licence-revenue tracing where the licensee implementation is sector-specific.
Each inventor's allocation is paid annually, with full reconciliation published in the Citizen Benefit Report. Inventors may dispute attribution through the published dispute resolution process, with appeals heard by an independent panel rather than the Foundation board.
The Strategic Frame
Aggregating IP from multiple holders under uniform FRAND licensing administered by a neutral body is the architectural pattern of every successful standard-essential patent pool. The Coalition Patents Programme adopts that pattern, and applies it to AI governance for the first time.
Wireless · 1998
Bluetooth SIG
Aggregates Bluetooth-essential patents from contributing members. FRAND licensing administered by a neutral body. Comparable portfolio valuation of approximately US$850M.
Video codecs · 1997
MPEG LA
Holds patent pools for MPEG-2, MPEG-4, H.264, and HEVC. Aggregates contributions from twenty-plus inventor entities. Single-transaction licensing for downstream manufacturers.
Web standards · 1994
W3C
Neutral steward of web specifications. Royalty-free patent policy committed by member companies. Reference comparator for governance neutrality and global reach.
Internet protocols · 1986
IETF
Named in the Foundation's Sunset Clause as a candidate recipient of the patent portfolio on dissolution. The institutional model the Foundation aspires to over the long term.
In AI governance, there is no comparable body. There are research consortia, industry councils, and standards working groups, but no IP-holding, FRAND-licensed, mission-locked patent pool. The Coalition Patents Programme is the Foundation's path to filling that gap.
Honest Questions
The Foundation answers these directly, in writing, because the inventors who matter most to the programme will ask the same questions, and they will not accept marketing answers.
No. Priority dates do not travel with ownership; they travel with disclosure. Your patent retains its own priority date, whatever your original filing date was. Attempting to engineer otherwise would risk the validity of the entire pool under the written-description requirement and the inequitable-conduct doctrine. The Foundation will not propose any structure that puts your patents or the existing coalition portfolio at that risk.
What you gain by contributing is structural protection of your existing priority date inside a mission-locked architecture, not retroactive acquisition of a different one.
For Mechanism 01 (Outright Assignment) and Mechanism 03 (Coalition AUIPCo): no, ownership has transferred. For Mechanism 02 (Exclusive Licence with Reservation), the licence has a defined term and termination triggers consistent with the Master Licence Agreement structure. Material breach by the Foundation triggers reversion; routine commercial disagreement does not.
The Foundation is upfront that the commitment is real. The structural protection is meaningful precisely because it cannot be unwound at the inventor's discretion. The Foundation accepts that this raises the bar for admission and treats every conversation accordingly.
Attribution is determined at admission by the Technical Steering Committee using a published methodology. For sector-specific licensees, revenue is traced directly to the relevant patents. For standard-essential cross-sector implementations, claim-counting and essentiality determination produce a proportional allocation. The methodology is identical for Coalition Member 1 and for every subsequent coalition member. There is no senior partner and no founding seat.
The methodology is published, the inputs are audited, and the outputs are reconciled annually in the Citizen Benefit Report. Disputes are heard by an independent panel.
The nine irrevocable provisions of the Mission Lock — restated in the Master Licence Agreement and every Coalition Head Licence — apply identically to every contributing inventor and cannot be amended without bilateral consent. The Coalition Head Licence incorporates them by reference, with no carve-out for coalition contributors.
The Foundation cannot offer one inventor better terms than another. The Foundation cannot strip protections from existing coalition contributors. The ACNC supervises the Foundation under the Australian Charities Act, and the Attorney-General's consent is required for any disposal of charitable assets.
The Programme is operational, but intake of additional members opens only once the Foundation has produced its first audited Citizen Benefit Report and the Coalition Member 1 documents have been executed in public view. The Foundation's standing as a credible neutral steward is its primary asset, and the inventor whose IP would most strengthen the coalition pool will only contribute when the irrevocable provisions are documented, the audit is on the public record, and the board's independence is observable rather than asserted.
Phase 1 produces the audited operating record. Phase 2 opens intake. The Programme itself is not waiting to launch; only the second admission is waiting for the evidence that justifies it. If you are an inventor whose work fits the Programme, we are open to confidential conversations during Phase 1 ahead of formal admission.
the Foundation is open to a confidential conversation about coalition admission. During Phase 1 these conversations are exploratory and carry no expectation; formal intake opens once the first audited Citizen Benefit Report is on the public record. Please reach out directly with a brief description of your work and your structural concern.
Contact the Foundation