Provision Language
24. Agreement on Background
24.1 Agreement on Background. The beneficiaries must identify and agree (in writing) on the background for the action (‘agreement on background’).
“Background” means any data, know–how or information – whatever its form or nature (tangible or intangible), including any rights such as intellectual property rights – that: (a) is held by the beneficiaries before they acceded to the Agreement, and (b) is needed to implement the action or exploit the results. […]
24a. Transfer and Licensing of Background
Each beneficiary remains free to license, transfer or otherwise dispose of its ownership rights in background, subject to any rights and obligations under this Agreement and the consortium agreement.
Where a beneficiary transfers ownership of background, it must pass on its obligations specified under this Agreement and the consortium agreement, regarding that background, to the transferee, including the obligation to pass those obligations on to any subsequent transferee.
A beneficiary may, without the consent of the other beneficiaries but provided that the other beneficiaries are informed without undue delay and that the transferee agrees in writing to be bound by this Agreement and the consortium agreement, transfer its background to any of the following: (a) its affiliated entity; (b) any purchaser of all or a substantial amount of its relevant asset; and (c) any successor entity resulting from the merger with or consolidation of such a beneficiary. […]
26. Ownership of Results
26.1 Ownership by the beneficiary that generates the results. Results are owned by the beneficiary that generates them.
‘Results’ means any (tangible or intangible) output of the action such as data, knowledge or information — whatever its form or nature, whether it can be protected or not — that is generated in the action, as well as any rights attached to it, including intellectual property rights.
Results do not include any sideground, defined as tangible or intangible output generated by a beneficiary under the action, such as data, knowledge and information whatever their form or nature, whether or not they can be protected, but which are outside of the action objectives as defined in this Agreement and which therefore are not needed for implementing the action or for research use of results.
Each beneficiary remains the exclusive owner of its sideground but a different allocation of ownership may be agreed upon in the consortium agreement. Beneficiaries are not required to grant access rights to sideground.
26.2 Joint Ownership of Results. Two or more beneficiaries own results jointly if:
(a) they have jointly generated them and
(b) it is not possible to (i) establish the respective contribution of each beneficiary, or (ii) separate them for the purpose of applying for, obtaining or maintaining their protection.
The joint owners must agree (in writing) on the allocation and terms of exercise of their joint ownership, to ensure compliance with their obligations under this Agreement.
Unless otherwise agreed in the joint ownership agreement, each joint owner may grant non–exclusive licenses to third parties to exploit jointly–owned results (without any right to sub-license), if the other joint owners are given:
(a) at least 45 days advance notice and
(b) fair and reasonable compensation.
Once the results have been generated, joint owners may agree (in writing) to apply another regime than joint ownership (such as, for instance, transfer to a single owner (see Article 30) with access rights for the others).
26.4 JU ownership, to protect results
26.4.1 The JU may — with the consent of the beneficiary concerned — assume ownership of results to protect them, if a beneficiary intends — up to four years after the period set out in Article 3 — to disseminate its results without protecting them, except in any of the following cases:
(a) the lack of protection is because protecting the results is not possible, reasonable or justified (given the circumstances);
(b) the lack of protection is because there is a lack of potential for commercial or industrial exploitation, or
(c) the beneficiary intends to transfer the results to another beneficiary or third party established in an EU Member State or associated country, which will protect them.
Before the results are disseminated and unless any of the cases above under Points (a), (b) or (c) applies, the beneficiary must formally notify the JU and at the same time inform it of any reasons for refusing consent. The beneficiary may refuse consent only if it can show that its legitimate interests would suffer significant harm.
If the JU decides to assume ownership, it will formally notify the beneficiary concerned within 45 days of receiving notification.
No dissemination relating to these results may take place before the end of this period or, if the JU takes a positive decision, until it has taken the necessary steps to protect the results.
26.4.2 The JU may — with the consent of the beneficiary concerned — assume ownership of results to protect them, if a beneficiary intends — up to four years after the period set out in Article 3 — to stop protecting them or not to seek an extension of protection, except in any of the following cases:
(a) the protection is stopped because of a lack of potential for commercial or industrial exploitation;
(b) an extension would not be justified given the circumstances.
A beneficiary that intends to stop protecting results or not seek an extension must — unless any of the cases above under Points (a) or (b) applies — formally notify the JU at least 60 days before the protection lapses or its extension is no longer possible and at the same time inform it of any reasons for refusing consent. The beneficiary may refuse consent only if it can show that its legitimate interests would suffer significant harm.
If the JU decides to assume ownership, it will formally notify the beneficiary concerned within 45 days of receiving notification.