Common use of Foreground Clause in Contracts

Foreground. 1. Ownership of the foreground belongs in the first instance to the participant(s) that generated it. Participant(s) may agree on a different allocation of ownership in the project agreement. If employees or any party working on behalf of a participant are entitled to claim rights to foreground, the participant shall ensure that it is possible to exercise those rights in a manner compatible with its obligations under the grant agreement and project agreement. 2. Where several participants have jointly carried out work generating foreground and where no individual participant can be identified as its owner, such participants shall, unless otherwise agreed in the project agreement, have joint ownership of such foreground. In case of joint ownership, unless otherwise agreed in the project agreement, each joint owner shall have the right to use such jointly owned foreground, including the right to grant non-exclusive licenses, with the following conditions: - Prior notice must be given to any other joint owner(s); - Fair and reasonable compensation must be provided to the other joint owner(s). 3. Each participant shall remain free to license, assign or otherwise dispose of its ownership rights in - Either as expressly permitted in the Annex I of the grant agreement and/or in the project agreement; - Or after obtaining the consent of all participants, which may only be withheld where they can demonstrate that their rights would be adversely affected. Where a participant transfers ownership of foreground, it shall pass on its obligations regarding that foreground, as defined in the grant and project agreements, to the assignee including the obligation to pass those obligations on to any subsequent assignee. Notwithstanding the above, a participant may - without the permission of the other participants but provided that other participants are informed and that the assignee agrees in writing to be bound by the grant agreement and the project agreement - assign its foreground to (i) its affiliated entity; or (ii) any purchaser of all or substantially all of its assets; or (iii) any successor entity resulting from the merger or consolidation of such party with or into such entities. 4. Patent applications relating to foreground, filed by or on behalf of a participant must include the following statement to indicate that said foreground was generated with the assistance of financial support from the IMI JU: The work leading to this invention has received support from the Innovative Medicines Initiative Joint Undertaking under grant agreement n° [xxxxxx], resources of which are composed of financial contribution from the European Union's Seventh Framework Programme (FP7/2007-2013) and EFPIA companies’ in kind contribution.4 Furthermore, all patent applications relating to foreground filed shall be reported in the plan for the research use and dissemination of foreground, including sufficient details/references to enable the IMI JU to trace the patent (application). Any such filing arising after the final report must be notified to the IMI JU including the same details/references. 5. All publications or any other dissemination relating to foreground shall include the following statement to indicate that said foreground was generated with the assistance of financial support from the IMI JU: The research leading to these results has received support from the Innovative Medicines Initiative Joint Undertaking under grant agreement n° [xxxxxx], resources of which are composed of financial contribution from the European Union's Seventh Framework Programme (FP7/2007-2013) and EFPIA companies’ in kind contribution.5 4 This statement will have to be translated into the language of the patent filing.

Foreground. 1. Ownership of the foreground belongs in the first instance to the participant(sbeneficiary(ies) that who generated it. Participant(sBeneficiary(ies) may agree on a different allocation of ownership in the project agreement. If employees or any party working on behalf of a participant beneficiary are entitled to claim rights to foreground, the participant beneficiary shall ensure that it is possible to exercise those rights in a manner compatible with its obligations under the grant agreement and project agreement. 2. Where several participants beneficiaries have jointly carried out work generating foreground and where no individual participant beneficiary can be identified as its owner, such participants beneficiaries shall, unless otherwise agreed in the project agreement, have joint ownership of such foreground. In case of joint ownership, unless otherwise agreed in the project agreement, each joint owner shall have the right to use such jointly owned foreground, including the right to grant non-exclusive licenses, with the following conditions: -  Prior notice must be given to any other joint owner(s); -  Fair and reasonable compensation must be provided to the other joint owner(s). 3. Each participant beneficiary shall remain free to license, assign or otherwise dispose of its ownership rights in - foreground:  Either as expressly permitted in the Annex I of the grant agreement and/or in the project agreement; -  Or after obtaining the consent of all participantsbeneficiaries, which may only be withheld where they can demonstrate that their rights would be adversely affected. Where a participant beneficiary transfers ownership of foreground, it shall pass on its obligations regarding that foreground, as defined in the grant and project agreements, to the assignee including the obligation to pass those obligations on to any subsequent assignee. Notwithstanding the above, a participant beneficiary may - without the permission of the other participants beneficiary but provided that other participants beneficiaries are informed and that the assignee agrees in writing to be bound by the grant agreement and the project agreement - assign its foreground to (i) its affiliated entity; or (ii) any purchaser of all or substantially all of its assets; or (iii) any successor entity resulting from the merger or consolidation of such party with or into such entities;. 4. Patent applications relating to foreground, filed by or on behalf of a participant beneficiary must include the following statement to indicate that said foreground was generated with the assistance of financial support from the IMI JU: The work leading to this invention has received support from the Innovative Medicines Initiative Joint Undertaking under grant agreement n° [xxxxxx], resources of which are composed of financial contribution funding from the European Union's Seventh Framework Programme (FP7/2007-2013) and EFPIA companies’ in kind contribution.4 for the Innovative Medicine Initiative under grant agreement n° [xxxxxx].4 Furthermore, all patent applications relating to foreground filed shall be reported in the plan for the research use and dissemination of foreground, including sufficient details/references to enable the IMI JU to trace the patent (application). Any such filing arising after the final report must be notified to the IMI JU including the same details/references. 5. All publications or any other dissemination relating to foreground shall include the following statement to indicate that said foreground was generated with the assistance of financial support from the IMI JU: The research leading to these results has received support from the Innovative Medicines Initiative Joint Undertaking under grant agreement n° [xxxxxx], resources of which are composed of financial contribution from the European Union's Seventh Framework Programme (FP7/2007-2013) and EFPIA companies’ in kind contribution.5 4 This statement will have to be translated into the language of the patent filing.