Master Alliance Provisions Guide (MAPGuide)

IMI 2 Model Grant Agreement

  • Intellectual Property | Exploitation of results

28. Exploitation of Results

28.1 Obligation to Exploit Results. Each beneficiary must – up to four years after the period set out in Article 3 – take measures aiming to ensure “exploitation” of its results (either directly or indirectly, in particular through transfer or licensing) by: (a) using them in further research activities (outside the action); (b) developing, creating or marketing a product or process; (c) creating and providing a service, or (d) using them in standardization activities. […]

28.2 Results that could contribute to European or International Standards – Information on JU funding and support from JU members. If results are incorporated in a standard, the beneficiary concerned must — unless the JU requests or agrees otherwise or unless it is impossible — ask the standardization body to include the following statement in (information related to) the standard: “Results incorporated in this standard received funding from the Innovative Medicines Initiative 2 Joint Undertaking (JU) under grant agreement No [number]. The JU receives support from the  European Union’s Horizon 2020 research and innovation programme and [insert names of the JU members other than the EU] [and [insert name(s) of the Associated Partner(s)]].”.

30. Transfer and Licensing of Results

30.1 Transfer of Ownership of Results. Each beneficiary may transfer ownership of its results. It must however ensure that its obligations related to results under this agreement also apply to the new owner and this new owner has the obligation to pass them on in any subsequent transfer.

[…] [a] beneficiary that intends to transfer ownership of results must give at least 45 days advance notice to other beneficiaries that still have (or still may request) access rights to the result. 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) for specifically identified third parties, any other beneficiary may object within 30 days of receiving notification (or less if agreed in writing), if it can show that the transfer would adversely affect its access rights. In this case, the transfer may not take place until agreement has been reached between the beneficiaries concerned.

Notwithstanding the above, 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 results to any of the following: (a) its affiliated entity; (b) any purchaser of all or a substantial amount of its relevant assets; (c) any successor entity resulting from the merger with or consolidation of such a beneficiary. […]

30.2 Granting License. Provided that any access rights to the results can be exercised and that any additional obligations under this Agreement or consortium agreement are complied with by the beneficiary who owns results, the latter may grant licenses to its results (or otherwise give the right to exploit them) to any legal entity. […]

30.3 JU Right to Object to Transfers or Licensing. The JU may — up to four years after the first day of the month following the date the Agreement enters into force — object to a transfer of ownership or the exclusive licensing of results, if: (a) it is to a third party established in a non-EU country not associated with Horizon 2020 and (b) the JU considers that the transfer or license is not in line with EU interests regarding competitiveness or is inconsistent with ethical principles or security considerations.

A beneficiary that intends to transfer ownership or grant an exclusive license must formally notify the JU before the intended transfer or licensing takes place and:

  • identify the specific results concerned;
  • describe in detail the new owner or licensee and the planned or potential exploitation of the results;
  • include a reasoned assessment of the likely impact of the transfer or license on EU competitiveness and its consistency with ethical principles and security considerations.

The JU may request additional information. […]

31. Access Rights to Results

[…]
31.2 Access Rights for Implementing Their Own Tasks under this Action. During the action, beneficiaries enjoy access rights to the results of the other beneficiaries solely for the purpose and to the extent necessary for undertaking and completing the action.  Such access must be granted on a royalty-free basis.

31.3 Access Rights for Exploiting Results. During and after completion of the action, beneficiaries and their affiliated entities enjoy access rights to the results of the other beneficiaries for research use (see Article 25.3 [Access Rights to Background for Exploiting Results]).

Access rights for research use must be granted on a non-exclusive basis under fair and reasonable conditions, i.e. appropriate conditions including financial terms or royalty-free, taking into account the actual or potential value of the results to which access is requested and other characteristics of the research use envisaged).

Where direct exploitation by a beneficiary or third party requires results owned by another beneficiary, the access rights may be negotiated between the parties involved.

31.5 Access Rights for JU, EU institutions, bodies, offices or agencies and EU member states. The beneficiaries must give access to their results – on a royalty-free basis – to the JU, EU institutions, bodies, offices or agencies, for developing, implementing or monitoring EU policies or programs.

Such access rights are limited to non-commercial and non-competitive use.

This does not change the right to use any material, document or information received from the beneficiaries for communication and publicizing activities (see Article 38.2 [Communication Activities]).

31.6 Access Rights for Third Parties. After the completion of the action, third parties shall have the right to request and receive access rights to the results of the beneficiaries for research use.

Such access rights must be granted on a non-exclusive basis under conditions considered appropriate by the owner of the results and the third party concerned. Those conditions may not be more favorable than the conditions applied to beneficiaries and affiliated entities for research use. […]