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. […]