Master Alliance Provisions Guide (MAPGuide)

IMI 2 Joint Undertaking Model Consortium Agreement

  • Intellectual Property | Ownership of background IP

6. Intellectual Property – General Provisions on Background

6.2 Ownership and Transfer of Background

6.2.1 Each Beneficiary shall remain the exclusive owner of its Background. Participation in the Action shall not affect such ownership rights in its Background, without prejudice to any rights and obligations under this Consortium Agreement and the Grant Agreement.

6.2.2 Each Beneficiary remains free to license, transfer or otherwise dispose of its ownership rights in Background, subject to any rights and obligations under the Grant Agreement and this Consortium Agreement. Where a Beneficiary transfers its ownership rights in Background, it must pass on its obligations specified under the Grant Agreement and the Consortium Agreement regarding the Background to the transferee, including the obligation to pass those obligations on to any subsequent transferee. If a Beneficiary grants licences on the Background it owns or lawfully holds, it must ensure that access rights granted to others as defined in the Grant Agreement and the Consortium Agreement can be preserved and that obligations to grant access rights to others can be fulfilled.

6.2.3 A Beneficiary may transfer its ownership rights in Background without the consent of the other Beneficiaries but provided that the other Beneficiaries are informed [within sixty (60) Days] from the date of transfer and that the transferee agrees in writing to be bound by the Grant Agreement and this Consortium Agreement.