25. Access Rights to Background
25.1 Exercise of access rights — Waiving of access rights — No sub-licensing. To exercise access rights, this must first be requested in writing (‘request for access’).
Waivers of access rights are not valid unless in writing. Unless agreed otherwise, access rights do not include the right to sub-license. However, any legal entity that enjoys access rights in order to complete the action or for research use (see Article 25.3) may authorize another legal entity to exercise those rights on its behalf, provided that the following conditions are fulfilled: (a) the legal entity that enjoys access rights is liable for the acts of the other legal entity as if those acts had been performed by this former legal entity; (b) access rights granted to the other legal entity do not include the right to sub-license.
25.2 Access rights for other beneficiaries, for implementing their own tasks under the action. During the action, the beneficiaries enjoy (unless prevented or restricted from doing so by obligations to others, which exist at the date of accession to this Agreement) access rights to the background 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.
25.3 Access Rights for Exploiting Results. The following definitions as regards exploitation shall apply:
(a) ‘research use‘ means the use of results or background needed to use results, for all purposes other than for completing the action or for direct exploitation, and which includes but is not limited to the application of results as a tool for research, including clinical research and trials, and which directly or indirectly contributes to the objectives set out in the Societal Challenge health, demographic change and wellbeing referred to in Regulation (EU) No 1291/2013.
(b) ‘direct exploitation‘ means developing results for commercialization, including through clinical trials, or commercializing results themselves.
During and after completion of the action, beneficiaries and their affiliated entities enjoy (unless prevented or restricted from doing so by obligations to others which exist at the date of accession to this Agreement) access rights to the background of the other beneficiaries, only to the extent reasonably required for the purpose of the research use of results.
Such 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 background to which access is requested and other characteristics of the research use envisaged).
Beneficiaries are not required to grant access rights for direct exploitation to their own background and may use, exploit, sublicense or otherwise commercialize their background as they see fit, subject to access rights for research use.
Where direct exploitation by a beneficiary or third party, requires background necessary to use results owned by another beneficiary, the access rights may be negotiated between the parties involved.
Beneficiaries must agree in the consortium agreement on a time-limit in respect of requests for access.