Master Alliance Provisions Guide (MAPGuide)

IMI 2 Joint Undertaking Model Consortium Agreement

  • IP ownership & licensing | Exploitation of results

§7.3 Transfer of Ownership and Granting of License on Results:

§7.3.1. Each Beneficiary remains free to transfer its ownership rights in Results.

§7.3.2. Where a Beneficiary transfers ownership of Results, it must pass on its obligations specified under the Grant Agreement and the Consortium Agreement to the transferee.

§7.3.3. Unless agreed otherwise (in writing) for specifically-identified Third Parties or unless impossible under applicable EU and national laws on mergers and acquisitions, a Beneficiary that intends to transfer ownership of Results must give at least forty-five (45) Days’ notice to the other Beneficiaries that still have (or still may request) Access Rights to the Results. This notification must include sufficient information on the new owner to enable any Beneficiary concerned to assess the effects on its Access Rights.

Unless agreed otherwise (in writing), any other Beneficiary may object within thirty (30) Days of receiving the notification if it can show that the transfer would adversely affect its Access Rights. In this case, the transfer may not take place until an agreement has been reached between the Beneficiaries concerned.

§7.3.4.  Notwithstanding the above, a Beneficiary may, without the consent of the other Beneficiaries but provided that the other Beneficiaries are informed [within 60 Days] from the date of transfer and that the transferee agrees in writing to be bound by the Grant Agreement and the Consortium Agreement, transfer its Results to any of the following: a) its Affiliated Entity, b) any purchaser of all or a substantial amount of its relevant assets, and c) any successor entity resulting from the merger with or consolidation of such a Beneficiary.

§7.3.5.  Provided that any Access Right to the Results can be exercised (requested and granted) and that any additional obligations under the Grant Agreement or the Consortium Agreement are complied with by the Beneficiary who owns Results, each Beneficiary may license its own Results to any legal entity as it deems fit.