Common use of Foreground Clause in Contracts

Foreground. 8.1 All Foreground shall be the property of the Knowledge Institute that generated such Foreground. If particular Foreground is generated by more than one Knowledge Institute and if their intellectual contributions to such Foreground form an undividable part thereof, these Knowledge Institutes (individually referred to as: “Entitled Party”) shall be jointly entitled to such Foreground (hereinafter referred to as: “Joint Foreground”). The share of each of the Entitled Parties shall be determined in good faith, taking into account each Entitled Party’s relative intellectual contribution to the Joint Foreground. If Foreground has been generated independently from the (intellectual) contribution of a Knowledge Institute by one Industrial Partner or by more Industrial Partners jointly , as specified in the Project Plan, such Industrial Partner(s) will become the owner(s). Such Industrial Partner(s) shall have the exclusive right to file patent applications for its (/their) owned Foreground in its (/their) name(s) and at its (/their) expense. In case of joint ownership of Industrial Parties only, those Industrial Parties shall make additional arrangements with regard to application, acquisition and / or maintenance of their Foreground and shall designate a lead Party. The lead Party shall timely discuss with the other Party applications, reports etc. in order to give the other Party the opportunity to comment there on, and Parties shall, and shall ensure that its employees, researchers, research fellows, individuals equivalent to those persons, give full cooperation and shall execute all documents, deeds and so forth as may reasonably be required in connection with the registration, protection and / or maintenance of that their Foreground. The owner has the exclusive right to file for IP Rights on its Foreground. In the event of Joint Foreground, the Entitled Parties shall have the exclusive right to file patent applications for such Joint Foreground in their names and at their expense. A Party which intends to file for IP Rights to its Foreground will inform the other Parties of such intention by invention disclosure form (hereinafter referred to as: “IDF”) (see Annex 4) in order for the other Parties to verify that no Background or Foreground of them is included. Each Party hereby grants to the other Party/Parties (including its/their Affiliated Entities and involved third parties as specified in article 3.5) as far as needed by such Party/Parties in order to perform its/their tasks under the Project, a non-exclusive, royalty free, non- transferable right to use its Foreground. 8.2 Each (joint) owner of the (Joint) Foreground is free to use its (Joint) Foreground without limitations with due observance of Article 9. 8.3 Each Party shall have the right to use another Party’s Foreground that is not protectable or will not be protected for internal activities only and not for the benefit of, nor together with third parties (other than Affiliated Entities). After dissemination of such Foreground each Party will be free to use the disseminated Foreground without any limitation. 8.4 Notwithstanding Articles 3.5, 8.3 and 9.5, a Party is entitled to grant to a third party, being a subcontractor, a royalty-free (sub)licence under its licence to use the Foreground solely for the purpose of research activities in accordance with its tasks under the Project (to be performed by such service provider).. The Party will at all times remain responsible for such subcontractor and ensures that such third party will keep the Foreground strictly confidential in accordance with the provisions of this Consortium Agreement and that it shall only be used for said research activities.

Foreground. 8.1 All In accordance with applicable legislation on state subsidised research, all Foreground shall be the property of the Knowledge Institute that generated such Foreground. If particular Foreground is generated by more than one Knowledge Institute and if their intellectual contributions to such Foreground form an undividable part thereof, these Knowledge Institutes (individually referred to as: “Entitled Party”) shall be jointly entitled to such Foreground (hereinafter referred to as: “Joint Foreground”). The share of each of the Entitled Parties shall be determined in good faith, taking into account each Entitled Party’s relative intellectual contribution to the Joint Foreground. If Foreground has been generated independently from the (intellectual) contribution of a Knowledge Institute by one an Industrial Partner or by more Industrial Partners jointly Partner, as specified in the Project Plan, such Industrial Partner(s) Partner will become the owner(s). Such Industrial Partner(s) shall have the exclusive right to file patent applications for its (/their) owned Foreground in its (/their) name(s) and at its (/their) expense. In case of joint ownership of Industrial Parties only, those Industrial Parties shall make additional arrangements with regard to application, acquisition and / or maintenance of their Foreground and shall designate a lead Party. The lead Party shall timely discuss with the other Party applications, reports etc. in order to give the other Party the opportunity to comment there on, and Parties shall, and shall ensure that its employees, researchers, research fellows, individuals equivalent to those persons, give full cooperation and shall execute all documents, deeds and so forth as may reasonably be required in connection with the registration, protection and / or maintenance of that their Foregroundowner. The owner has the exclusive right to file for IP Rights on its Foreground. In the event of Joint Foreground, the Entitled Parties shall have the exclusive right to file patent applications for such Joint Foreground in their names and at their expense. A Party which intends to file for IP Rights to its Foreground will inform the other Parties of such intention by invention disclosure form (hereinafter referred to as: “IDF”) (see Annex 4) in order for the other Parties to verify that no Background or Foreground of them is included. Each Party hereby grants to the other Party/Parties (including its/their Affiliated Entities and involved third parties as specified in article 3.5) as far as needed by such Party/Parties in order to perform its/their tasks under the Project, a non-exclusive, royalty free, non- non-transferable right to use its Foreground. 8.2 Each (joint) owner of the (Joint) Foreground is free to use its (Joint) Foreground without limitations with due observance of Article 9. 8.3 Each Party shall have the right to use another Party’s Foreground that is not protectable or will not be protected for internal activities only and not for the benefit of, nor together with third parties (other than Affiliated Entities). After dissemination of such Foreground each Party will be free to use the disseminated Foreground without any limitation. 8.4 Notwithstanding Articles 3.5, 8.3 and 9.5, a Party is entitled to grant to a third party, being a subcontractorservice provider, a royalty-free (sub)licence under its licence to use the Foreground solely for the purpose of research activities in accordance with its tasks under for the Project (to be performed by benefit of such service provider).. Party only. The Party will at all times remain responsible for such subcontractor service provider and ensures that such third party will keep the Foreground strictly confidential in accordance with the provisions of this Consortium Agreement and that it shall only be used for said research activities.

Foreground. 8.1 All Ownership in Foreground and duty to inform Each Party shall be the property owner of the Knowledge Institute that Foreground it develops. The Parties shall mutually inform one another without delay of any and all Foreground generated such Foregroundas well as on the content of any related invention disclosures made by their employees. [Moreover, the Parties shall mutually notify one another periodically, at least annually, of all registrations of IP rights related to Foreground made in Austria and in other countries for a period of up to 3 (three) years after the end of a Project.] If particular Foreground none of the Parties waives its share or the share is generated by more than one Knowledge Institute and if their intellectual contributions not transferred to such Foreground form an undividable part thereofanother Party, these Knowledge Institutes (individually referred to as: “Entitled Party”) Joint IP Rights shall be jointly registered as IP Rights, explicitly stating the co-ownership shares, which are determined by the respective inventor’s shares. Prior to registering IP Rights, the co-owners shall lay down their related rights and obligations in a written agreement. Each co-owner shall be individually entitled to such Foreground make unrestricted use of the Joint IP Right and to grant non-exclusive rights of use to Third Parties. The other co-owners shall be notified thereof and shall be supplied with copies of the relevant licensing agreements. In the event that rights of use are granted to Third Parties or in the event of commercial use by a co-owner itself, the other co-owners shall be entitled to appropriate remuneration (hereinafter referred division of the net license income or payments in application of “license analogy” based on the proportions of the Project shares [option 1: based on the Parties’ inventor’s shares; option 2: based on the Parties’ contributions to as: “Joint Foreground”the Project, in which case public grants (public funding, cash and in-kind contributions] shall be attributed to the Research Institute). The share of each Jointly developed know-how or business and trade secrets and other intellectual property rights that are not registrable may be used and exploited by all co-owners subject to the contractual confidentiality obligations and analogous application of the Entitled Parties shall be determined in good faith, taking into account each Entitled Party’s relative intellectual contribution to the Joint Foregroundabove principles. If Foreground has been generated independently from the (intellectual) contribution of a Knowledge Institute by one Industrial Partner or by more Supplemental clause industrial partners / public research institutes Industrial Partners jointly , as specified in the Project Plan, such Industrial Partner(s) will become the owner(s). Such Industrial Partner(s) shall have the exclusive right to file patent applications exclusively use Results that are not registrable without any further special remuneration, while the Research Institute may use them for its research and teaching purposes subject to compliance with the confidentiality obligations. Rights of first refusal If a Party, within a period of 4 (/theirfour) owned months from the point in time at which the information required for the registration of an IP Right is available, fails to register an IP Right, or if a Party is no longer interested in maintaining an IP Right, it shall immediately notify the other Parties thereof in writing. Within 6 (six weeks) from this notification, the other Parties shall have the opportunity to state, in writing, their interest in assuming or taking over and continuing the IP Right. The holder of the IP Right shall transfer it to the interested Party or Parties based on its/their shares or have it re-registered in the latter’s/latters’ name at the latter’s/latters’ cost and shall hand over the required documents. The conditions for the transfer of the IP Right shall be separately agreed upon in writing between the Parties, in line with all necessary formal requirements, including, without limitation, signing in notarised form. Should a Party wish to register or maintain an IP Right connected with Foreground in its (/their) name(s) a country for which the other Party does not intend to assume or to maintain any rights, any and at its (/their) expense. In case all rights regarding the corresponding foreign IP Right shall pass on to the Party that is in favour of joint ownership of Industrial Parties only, those Industrial Parties shall make additional arrangements with regard to application, acquisition and / the registration or maintenance of their Foreground and shall designate a lead Party. The lead Party shall timely discuss with the other Party applications, reports etc. IP Right in order to give the other Party the opportunity to comment there on, and Parties shall, and shall ensure that its employees, researchers, research fellows, individuals equivalent to those persons, give full cooperation and shall execute all documents, deeds and so forth as may reasonably be required in connection with the registration, protection and / or maintenance of that their Foreground. The owner has the exclusive right to file for IP Rights on its Foregroundrelevant country. In the event of Joint Foregroundsuccessful exploitation, the Entitled Parties Party who took over the relevant IP Right shall have reimburse the exclusive right to file patent applications for such Joint Foreground in their names and at their expense. A Party which intends to file for who transferred the relevant IP Rights to its Foreground will inform the other Parties of such intention by invention disclosure form (hereinafter referred to as: “IDF”) (see Annex 4) in order Right for the proportionate historic costs for the IP Right. The other provisions of the preceding paragraph shall apply analogously. If a co-owner wishes to sell or transfer its co-ownership share to Third Parties to verify that no Background or Foreground of them is included. Each Party hereby grants , it must offer this share, in writing, to the other Party/Parties (including its/their Affiliated Entities co-owners for acquisition beforehand, at arm’s-length conditions [at the price which the Third Party is willing to pay]. The aforementioned rights of first refusal shall also apply analogously to the co-owners’ relations among themselves in the event that a co-owner refuses the registration of IP Rights or the registration of IP Rights in particular countries. Costs of registering and involved third parties as specified in article 3.5) as far as needed maintaining IP Rights The costs of registering and maintaining IP Rights shall be borne by such Party/Parties in order the owner of the relevant IP Right. In the event of the exploitation of IP Rights, separate pertinent agreements may be concluded. Access to perform its/their tasks under Foreground Access to Foreground for the implementation of the Project The owner of Foreground which is necessary for the project-related work of a Party shall grant to said Party a free, non-transferable and non-exclusive Access Right that is limited to the duration and purposes of its project-related work. Access to Foreground for use or exploitation outside the Project During and after the end of a Project, the Research Institute shall have a free, irrevocable, non-exclusive, royalty free, non- exclusive and non-transferable right to use its the Foreground. 8.2 Each (joint) owner of , and the (Joint) Foreground is free Background required in order to use its (Joint) Foreground without limitations with due observance said Foreground, for scientific purposes in the areas of Article 9. 8.3 Each Party research and teaching [as well as for patient care]. Alternative clause industrial partners / public research institutes The Industrial Partner/s shall have the right right, at any time, to use another Partyacquire the Research Institute’s Foreground that is not protectable or will not be protected for internal activities only and not for the benefit of, nor together with third parties (other than Affiliated Entities). After dissemination of such Foreground each Party will be free to use the disseminated Foreground without any limitationco-ownership shares at arm’s-length conditions. 8.4 Notwithstanding Articles 3.5, 8.3 and 9.5, a Party is entitled to grant to a third party, being a subcontractor, a royalty-free (sub)licence under its licence to use the Foreground solely for the purpose of research activities in accordance with its tasks under the Project (to be performed by such service provider).. The Party will at all times remain responsible for such subcontractor and ensures that such third party will keep the Foreground strictly confidential in accordance with the provisions of this Consortium Agreement and that it shall only be used for said research activities.