Master Alliance Provisions Guide (MAPGuide)

IMI 2 Joint Undertaking Model Consortium Agreement

  • Consortium structure & management

Basic Principles

  • Grant-based Consortium (lead by funding institution): IMI Model Grant Agreement stipulates the undertaking of the IMI2 Action, and the Consortium Agreement governs the Beneficiaries’ collaboration in relation to the Action. That is to say, the beneficiary receives grant from IMI and at the same time joins IMI’s joint undertaking[1] consortium.
  • “Public-private partnership philosophy.”
  • Comments: IMI Joint Undertaking is the source of funding and overseers of the Action. They are not active in the Action themselves. The Action is managed by the Project Leader, Coordinator and the Managing Board.

Internal Organization

  • Project Leader: Appointed (must be an EFPIA beneficiary). In charge of the overall scientific and Action related governance and will perform a number of duties as part of the general management of the Action and will act in close cooperation with the Coordinator. (Consortium Agreement §11.1)
  • Coordinator: Appointed. Central Point of Contact between the Beneficiaries and the IMI 2 JU in particular regarding the management of the Grant. (Consortium Agreement §11.2)
  • General Assembly: One representative from each beneficiary. Regular meeting. Voting quorum is 75%, take action by 60% majority vote. Decision regarding any major change to the allocated work or a change to the allocation of any funding requires unanimous approval. (Consortium Agreement §11.3)
  • Managing Board: Consists of the Project Leader, the Coordinator, the Work Package Leaders and a representative of the Project Management Office (if there is one). The Managing Board shall be responsible for the overall execution of the Action, alignment across all Work Packages, decision-making and the initial funding of amicable solutions for any disputes between the beneficiaries relating to the execution of the Action. (Consortium Agreement §11.4)
  • Optional Organs: (1) Coordinating Team; (2) The Scientific Advisory Board; (3) Ethics Advisory Board. (Consortium Agreement §§11.6-11.8)

Key Features

  • Management of IP on Backgrounds:
    • Each Beneficiary shall remain the exclusive owner of its Backgrounds. (Consortium Agreement §6.2)
    • Each party has Access Rights to backgrounds and results to the extent necessary to implement the Action. (Non-exclusive, worldwide and royalty free, but it does not include a right to sublicense.) Access Rights for Direct Exploitation can be negotiated separately. (Model Grant Agreement §25 & Consortium Agreement §8)
  • Management of IP on Results:
    • Results belong to the party who generated it. (Model Grant Agreement §26.1 & Consortium Agreement §7.1)
    • Parties share Joint Ownership on Result if it was created or generated by two or more parties jointly and it is impossible to distinguish each party’s contribution. Each co-owner is granted a non-exclusive, royalty-free license to use the Result, with a right to sublicense. (Model Grant Agreement §26.2 & Consortium Agreement §7.2)
    • The Beneficiary who owns the Result has the obligation to exploit the Result. (Model Grant Agreement §28.1)
    • The JU must be notified of any intended transfer of ownership of Result and has a right to object to such transfer. (Model Grant Agreement §30.1)
    • The Beneficiary who owns the Result must adequately protect them. If the Beneficiary fails to do so, the JU may assume the ownership of the results to protect them. (Model Grant Agreement §27 & Consortium Agreement §7.4)
  • Indemnity and Limitation of Liability:
    • Beneficiaries indemnify each other against any damages or liabilities resulting from claims arising from relevant activities of the Action. (Consortium Agreement §12.1)
    • The JU will not be held liable for any damages caused to the beneficiaries or third parties, or by the beneficiaries or third parties, as a consequence of implementing the Agreement. (Model Grant Agreement §46.1)
    • Except in case of force majeure, the beneficiaries must compensate the JU for any damage it sustains as a result of the implementation of the action or because the action was not implemented in full compliance with the Agreement. (Model Grant Agreement §46.2)

[1] “IMI 2 JU is a public-private partnership established as a ‘joint undertaking’ between the EU and the European Federation of Pharmaceutical industries and Associations (EFPIA).” “Both are represented equally on the Governing Board, IMI 2 JU’s main decision-making body.” See https://europa.eu/european-union/about-eu/agencies/imi2_en.