Master Alliance Provisions Guide (MAPGuide)

IMI 2 Model Grant Agreement

  • Intellectual Property | Ownership of IP

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. […]