Abstract:The fundamental problem restricting transformation of Scientific & Technological（S&T）achievements and IntellectualProperties（IP）is the mismatch of demand and supply, market failure and government failure are problems as well. Marketfailure problems include asymmetry of information and risk, insufficient support for start-ups, difficulties in the integration ofcomplementary IPs, lack of effective institutions, human resources and capability, and imbalance of various parties’interests.Government failure problems mainly refer to inadequate operability of legislations, overlap and conflict among different sources of provisions, incomplete policy framework, and obstacles from state asset management and appraisalsystem. In order to promote commercialization, it is necessary to make the innovation capacity construction as the main thread, and to follow the principle of market deciding resource allocation. It is also necessary to strengthen top design of legislation and policy system, to support enterprises to play a central role in the creation and transformation of S&T achievements and IPs, and to reform current institutional set-up and managerial mode.