(Based on the OP's comment I assume that he is not starting his own company, but rather partnering with someone.) A rewrite is probably best, but it might hind

(Based on the OP's comment I assume that he is not starting his own company, but rather partnering with someone.) A rewrite is probably best, but it might hinder negotiation of terms. -Pro: Wrote the original, lessons learned and experience. -Con: Isn't bringing existing IP so might not be worth as much. -Con: Maybe someone else can write a better clone (UI expert). -Con: Clean room rewrites are tainted if you have seen the original code. Willful infringement is much more expensive. If it was me I would try and convince the university to release under an open source license. BSD would help, but the GPL could be good too depending on sector. Then I would be free to go off and commercialize it. Open source code requires a different business model, but there are plenty of examples of success, especially for companies that own the original thinking behind the project.