Common use of TRANSFER OF OWNERSHIP AND GRANTING OF LICENSE ON RESULTS Clause in Contracts

TRANSFER OF OWNERSHIP AND GRANTING OF LICENSE ON RESULTS. 6.3.1 Subject to Clauses 6.3.2 to 6.3.6 of this Consortium Agreement, each Beneficiary remains free to transfer its ownership rights in the Results it owns provided that this does not affect compliance with its obligations under the Grant Agreement and this Consortium Agreement. Such Beneficiary shall ensure that its obligations under the Grant Agreement and this Consortium Agreement with respect to such Results shall also apply to the new owner and that the latter has the obligation to pass them on in any subsequent transfer. 6.3.2 [OPTIONAL: include either OPTION 1 or OPTION 2 if relevant for the Action: OPTION 1: Beneficiaries may agree here that ownership of certain Results, once said Results have been generated, shall be transferred from the initial owning Beneficiary(-ies) to another Beneficiary. If so wished, the following wording is suggested: Notwithstanding Clause 6.1.1 of this Consortium Agreement, any [Describe specific Result sub-type] Results are initially owned by the Beneficiary(-ies) who generated such Results. However, immediately following generation of the [Describe specific Result sub-type] Results, each such owning Beneficiary automatically and in full transfers to the [Short name specific Beneficiary] any of its ownership rights, title and interest in the respective [Describe specific Result sub-type] Results. In consideration of this assignment of ownership upon creation, the following conditions as outlined below apply: [ ].] [OPTION 2: Beneficiaries may agree here that where Results have been generated by one or more Beneficiary(-ies) as a result of a cash contribution from another Beneficiary, these Results would be transferred to the cash funding Beneficiary: Results generated by Beneficiary(-ies) having received a cash contribution from another Beneficiary shall be initially owned by the Beneficiary(-ies) who generated such Results. However, immediately following generation of such Results, each such owning Beneficiary automatically and in full transfers to the cash contributing Beneficiary any of its ownership rights, title and interest in the respective Results. The cash contribution shall be the unique and full compensation for the transfer of such Results.] 6.3.3 [OPTIONAL: include in case any of the options above have been included. Except for any transfers pursuant to Clause 6.3.2 of this Consortium Agreement,] Subject to Clause 6.3.4 of this Consortium Agreement and unless agreed otherwise (in writing) for specifically-identified Third Parties or unless impossible under applicable laws, a Beneficiary that intends to transfer ownership of Results must give at least forty-five (45) Days’ notice to the other Beneficiaries that still have (or still may request) Access Rights to the Results. This notification must include sufficient information on the new owner to enable any Beneficiary concerned to assess the effects on its Access Rights. Subject to Clause 6.3.4 of this Consortium Agreement and unless agreed otherwise (in writing) for specifically-identified Third Parties, any other Beneficiary may object within thirty (30) Days of receiving the notification if it can show that the transfer would adversely affect its Access Rights. In this case, the transfer may not take place until an agreement has been reached between the Beneficiaries concerned. 6.3.4 Notwithstanding the above, a Beneficiary may, without the consent of the other Beneficiaries but provided that the transferee agrees in writing to be bound by the Grant Agreement and this Consortium Agreement, transfer its Results to any of the following: a) Any Extended Affiliate, b) any purchaser of all or a substantial amount of its relevant assets, and c) any successor entity resulting from the merger with or consolidation of such a Beneficiary. In addition, in the case of b) and c) above other Beneficiaries will be informed of the transfer of the respective Results within a reasonable time following the effective date of such transfer. 6.3.5 Each Party hereby waives any (additional) rights it may have under the Grant Agreement to prior notification and to object to any transfer of Results to the extent such transfer takes place in compliance with Clauses 6.3.1 to 6.3.4 of this Consortium Agreement. 6.3.6 Beneficiaries may grant licenses to their Results or otherwise give the right to exploit them, including on an exclusive basis, if this does not affect compliance with their obligations under the Grant Agreement and this Consortium Agreement, provided that exclusive licenses to Results may be granted only if all the other Beneficiaries concerned have waived their Access Rights. [Optional: Include if the call conditions for the Action provided for the right for 6.3.7 the IHI JU to object to transfers or licensing: The IHI JU may object to transfers or exclusive licensing of Results under the conditions laid down in Annex 5 of the Grant Agreement.]

TRANSFER OF OWNERSHIP AND GRANTING OF LICENSE ON RESULTS. 6.3.1 Subject to Clauses 6.3.2 to 6.3.6 of this Consortium Agreement, each Beneficiary remains free to transfer its ownership rights in the Results it owns provided that this does not affect compliance with its obligations under the Grant Agreement and this Consortium Agreement. Such Beneficiary shall ensure that its obligations under the Grant Agreement and this Consortium Agreement with respect to such Results shall also apply to the new owner and that the latter has the obligation to pass them on in any subsequent transfer. 6.3.2 [OPTIONAL: include either OPTION 1 or OPTION 2 if relevant for the Action: OPTION 1: Beneficiaries may agree here that ownership of certain Results, once said Results have been generated, shall be transferred from the initial owning Beneficiary(-ies) to another Beneficiary. If so wished, the following wording is suggested: Notwithstanding Clause 6.1.1 of this Consortium Agreement, any [Describe specific Result sub-type] Results are initially owned by the Beneficiary(-ies) who generated such Results. However, immediately following generation of the [Describe specific Result sub-type] Results, each such owning Beneficiary automatically and in full transfers to the [Short name specific Beneficiary] any of its ownership rights, title and interest in the respective [Describe specific Result sub-type] Results. In consideration of this assignment of ownership upon creation, the following conditions as outlined below apply: [ ].] [OPTION 2: Beneficiaries may agree here that where Results have been generated by one or more Beneficiary(-ies) as a result of a cash contribution from another Beneficiary, these Results would be transferred to the cash funding Beneficiary: Results generated by Beneficiary(-ies) having received a cash contribution from another Beneficiary shall be initially owned by the Beneficiary(-ies) who generated such Results. However, immediately following generation of such Results, each such owning Beneficiary automatically and in full transfers to the cash contributing Beneficiary any of its ownership rights, title and interest in the respective Results. The cash contribution shall be the unique and full compensation for the transfer of such Results.] 6.3.3 [OPTIONAL: include in case any of the options above have been included. Except for any transfers pursuant to Clause 6.3.2 of this Consortium Agreement,] Subject to Clause 6.3.4 of this Consortium Agreement and unless agreed otherwise (in writing) for specifically-identified Third Parties or unless impossible under applicable laws, a Beneficiary that intends to transfer ownership of Results must give at least forty-five (45) Days’ notice to the other Beneficiaries that still have (or still may request) Access Rights to the Results. This notification must include sufficient information on the new owner to enable any Beneficiary concerned to assess the effects on its Access Rights. Subject to Clause 6.3.4 of this Consortium Agreement and unless agreed otherwise (in writing) for specifically-identified Third Parties, any other Beneficiary may object within thirty (30) Days of receiving the notification if it can show that the transfer would adversely affect its Access Rights. In this case, the transfer may not take place until an agreement has been reached between the Beneficiaries concerned. 6.3.4 Notwithstanding the above, a Beneficiary may, without the consent of the other Beneficiaries but provided that the transferee agrees in writing to be bound by the Grant Agreement and this Consortium Agreement, transfer its Results to any of the following: a) Any Extended Affiliate, b) any purchaser of all or a substantial amount of its relevant assets, and c) any successor entity resulting from the merger with or consolidation of such a Beneficiary. In addition, in the case of b) and c) above other Beneficiaries will be informed of the transfer of the respective Results within a reasonable time following the effective date of such transfer. 6.3.5 Each Party Beneficiary hereby waives any (additional) rights it may have under the Grant Agreement to prior notification and to object to any transfer of Results to the extent such transfer takes place in compliance with Clauses 6.3.1 to 6.3.4 of this Consortium Agreement. 6.3.6 Beneficiaries may grant licenses to their Results or otherwise give the right to exploit them, including on an exclusive basis, if this does not affect compliance with their obligations under the Grant Agreement and this Consortium Agreement, provided that exclusive licenses to Results may be granted only if all the other Beneficiaries concerned have waived their Access Rights. . 6.3.7 [Optional: Include if the call conditions for the Action provided for the right for 6.3.7 for the IHI JU to object to transfers or licensing: The IHI JU may object to transfers or exclusive licensing of Results under the conditions laid down in Annex 5 of the Grant Agreement.]