Common use of Access Rights for Affiliated Entities Clause in Contracts

Access Rights for Affiliated Entities. Notwithstanding Article II.34.3 [of the relevant Grant Agreement], Affiliate Entities shall enjoy Access Rights where the Party requiring Access Rights for its Affiliate Entity can show that its Affiliate Entity: - holds the right to use the Foreground owned by the Party it is affiliated to; and - needs Access Rights in order to Use such Foreground; and - is established in a Member State or an Associated Country; and - is listed in Attachment 3 to this Agreement. Such Access Rights shall be granted on fair and reasonable conditions and upon written bilateral agreement with the owner of the Information. Affiliated Entities which obtain Access Rights shall fulfil all confidentiality and other obligations accepted by the Parties under the relevant Grant Agreement and under this Implementation Agreement as if such Affiliated Entities were Parties. However a Party may refuse to grant Access Rights to another Party’s Affiliated Entity which is listed in Attachment 3 if the Party asked to grant such Access Rights has, prior to the signature of the Implementation Agreement, raised objections stating that its Legitimate Interests would be affected by the addition of that Affiliated Entity to such list. [The same shall apply for an Affiliated Entity which have been added on the list in Attachment 3 to the ITD Consortium Agreement following a decision of the ITD Steering Committee provided that the addition of such Affiliated Entity has been notified in writing by the ITD Steering Committee chairman to the objecting Party and the objection is made within 15 calendar days of the receipt of such notice.] Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party to which it is affiliated, and shall automatically terminate upon termination of the Access Rights granted to such Party. In the event of any change of control of an Affiliated Entity, any Access Rights granted to such former Affiliated Entity shall lapse unless agreed otherwise by the owning Party. Further arrangements with Affiliated Entities may be negotiated in separate agreements.

Access Rights for Affiliated Entities. Notwithstanding Article II.34.3 [Affiliated Entities of the relevant Grant Agreement], Affiliate Entities shall enjoy a Party are entitled to Access Rights where under the Party requiring Access Rights for its Affiliate Entity can show that its Affiliate Entityfollowing conditions: - holds the right to use the Foreground owned by the Party it is affiliated to; and - needs Access Rights in order to Use such Foreground; and - is established in a Member State or an Associated Country; and - is listed in Attachment 3 to this Agreement. Such Access Rights must be requested by the Affiliated Entity from the Party that holds the Background or Results. Access Rights to an Affiliated Entity shall be granted [OPTION 1] on fair the same conditions as to the Party to which it is an Affiliated Entity [END OF OPTION 1] [OPTION 2] on Fair and reasonable Reasonable conditions [END OF OPTION 2] and upon written bilateral agreement with the owner of the Informationagreement. Affiliated Entities which obtain Access Rights shall in return fulfil all confidentiality and other obligations accepted by the Parties under the relevant Grant Agreement and under this Implementation Consortium Agreement as if such Affiliated Entities entities were Parties. However a Party may refuse to grant Notwithstanding the subparagraphs of 9.5 here above, Access Rights may be refused to another Party’s Affiliated Entity which Entities if such granting is listed in Attachment 3 if contrary to the legitimate interests of the Party asked to grant such Access Rights has, prior to which owns the signature of Background or the Implementation Agreement, raised objections stating that its Legitimate Interests would be affected by the addition of that Affiliated Entity to such listResults. [The same shall apply for an Affiliated Entity which have been added on the list in Attachment 3 to the ITD Consortium Agreement following a decision of the ITD Steering Committee provided that the addition of such Affiliated Entity has been notified in writing by the ITD Steering Committee chairman to the objecting Party and the objection is made within 15 calendar days of the receipt of such notice.] Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party to which with whom it is affiliatedunder the same control, and shall automatically terminate upon termination of the Access Rights granted to such Party. In Upon cessation of the event of any change of control of status as an Affiliated Entity, any Access Rights granted to such former Affiliated Entity entity under the same control shall lapse unless agreed otherwise by the owning Partylapse. Further arrangements with Affiliated Entities may be negotiated in separate agreements.. Additional Access Rights For the avoidance of doubt any grant of Access Rights not covered by this Consortium Agreement shall be at the absolute discretion of the owning Party and subject to such terms and conditions as may be agreed between the owning and receiving Parties. [Optional] The Parties agree to negotiate in good faith any additional Access Rights to Results as might be asked for by any Party, upon adequate financial conditions to be agreed. [End of Optional] Access Rights for Parties entering or leaving the Consortium

Access Rights for Affiliated Entities. Notwithstanding Article II.34.3 [Affiliated Entities have Access Rights under the conditions of the relevant Grant Agreement], Affiliate Entities shall enjoy Access Rights where the Party requiring Access Rights for its Affiliate Entity can show EC-GA Article II.34.3.provided that its Affiliate Entity: - holds the right to use the Foreground owned by the Party it is affiliated to; and - needs Access Rights in order to Use such Foreground; and - is established in a Member State or an Associated Country; and - is they are listed in Attachment 3 to this Agreement4. Such Access Rights to Affiliated Entities shall be granted on fair Fair and reasonable Reasonable conditions and upon written bilateral agreement with between the owner Party granting such Access Rights and the Affiliated Entity. Subject to the definition of an “Affiliated Entity” in the Grant Agreement Article II 1.2, the Parties hereby agree that a closed list of the InformationParties Affiliated Entities will be attached to this Consortium Agreement as Attachment 4. The Parties are entitled to update the list subject to the terms of the Grant Agreement provided however, that all Parties will be notified in advance. Affiliated Entities Entities, which obtain Access Rights, in return grant Access Rights shall to all Parties and fulfil all confidentiality and other obligations accepted by the Parties under the relevant Grant Agreement and under EC-GA or this Implementation Consortium Agreement as if such Affiliated Entities were Parties.If an Affiliated Entity fails in any material respect to comply with its obligations as if it were a Party, and fails to rectify its non-compliance after being given a reasonable opportunity to do so, all Access Rights granted to it shall terminate. However a Party may refuse to grant The procedure for the granting of Access Rights to another Party’s the Parties as set out in Section 9 shall also apply to Affiliated Entity which is listed in Attachment 3 if the Party asked to grant such Entities. Access Rights has, prior may be refused to Affiliate Entities if such granting is contrary to the signature Legitimate interests of the Implementation AgreementParty, raised objections stating that its Legitimate Interests would be affected by which owns the addition of that Affiliated Entity to such listBackground or the Foreground. [The same shall apply for an Affiliated Entity which have been added on the list in Attachment 3 to the ITD Consortium Agreement following a decision of the ITD Steering Committee provided that the addition of such Affiliated Entity has been notified in writing by the ITD Steering Committee chairman to the objecting Party and the objection is made within 15 calendar days of the receipt of such notice.] Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party to which it is affiliated, and shall automatically terminate upon termination of the Access Rights granted to such Party. In Upon cessation of the event of any change of control of status as an Affiliated Entity, any Access Rights granted to such former Affiliated Entity shall lapse unless agreed otherwise by the owning Partylapse. Further arrangements with Affiliated Entities may be negotiated in separate agreements.

Access Rights for Affiliated Entities. Notwithstanding Article II.34.3 [‌ Each Party shall grant on written request, according to the provisions of Sections 9.2 – 9.4 above, Access Rights to Results and Background to any other Party Affiliated Entity as if such Affiliated Entity were a Party to this Consortium Agreement and the relevant respective Specific Grant Agreement], Affiliate Entities shall enjoy and subject to the condition that such Affiliated Entity undertakes to grant licenses and user rights, on terms identical to Access Rights where the Party requiring Access Rights for its Affiliate Entity can show that its Affiliate Entity: - holds the right granted under this Consortium Agreement, to use the Foreground owned by the Party it is affiliated to; all Parties and - needs Access Rights in order to Use such Foreground; and - is established in a Member State or an Associated Country; and - is listed in Attachment 3 to this Agreement. Such Access Rights shall be granted on fair and reasonable conditions and upon written bilateral agreement with the owner of the Information. their Affiliated Entities which obtain Access Rights shall (subject to such Affiliated Entity also having given such undertaking) and (without prejudice to the Parties’ obligations to carry out the Project and to provide Project deliverables) to fulfil all confidentiality and other obligations towards the Commission and the other Parties which were accepted by the Parties under the relevant EU-FPA, the respective Specific Grant Agreement and under or this Implementation Consortium Agreement as if such Affiliated Entities were PartiesEntity was a Party. However a Party may refuse to grant Access Rights to another Party’s Affiliated Entity which is listed in Attachment 3 if the Party asked to grant such Access Rights has, prior to the signature of the Implementation Agreement, raised objections stating that its Legitimate Interests would be affected by the addition of that Affiliated Entity to such list. [The same shall apply for an Affiliated Entity which have been added on the list in Attachment 3 to the ITD Consortium Agreement following a decision of the ITD Steering Committee provided that the addition of such Affiliated Entity has been notified in writing by the ITD Steering Committee chairman to the objecting Party and the objection is made within 15 calendar days of the receipt of such notice.] Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party to of which it is affiliatedan Affiliated Entity, and shall automatically terminate upon termination of the Access Rights granted to such Party. In Further, if an Affiliated Entity fails in any material respect to comply with the event undertaking given by it as above, and fails to rectify the non-compliance after being given a reasonable opportunity to do so, all Access Rights granted to it based upon that undertaking shall terminate. For the avoidance of doubt, this Section 9.5 of this Consortium Agreement is intended to confer a benefit on Affiliated Entities of the Parties by affording them the opportunity to obtain Access Rights, but it shall not oblige any Affiliated Entity of any change Party to accept the granting of control any Access Rights. Upon cessation of the status as an Affiliated Entity, any Access Rights granted to such former Affiliated Entity shall lapse unless agreed otherwise by the owning Partylapse. Further arrangements with Affiliated Entities may be negotiated in separate agreements. For the avoidance of doubt, Access Rights must be requested in writing by the Affiliated Entity from the Party that holds the Background or Results. Alternatively, the Party granting the Access Rights may individually agree with the Party requesting the Access Rights to have the Access Rights include the right to sublicense to the latter’s Affiliated Entities. Access Rights to Affiliated Entities shall be granted upon written bilateral agreement in accordance with this Section and Sections 9.2 – 9.4 above.

Access Rights for Affiliated Entities. Notwithstanding Article II.34.3 [Affiliated Entities have Access Rights under the conditions of the relevant Grant Agreement], Affiliate Entities shall enjoy Access Rights where the Party requiring Access Rights for its Affiliate Entity can show that its Affiliate Entity: - holds the right to use the Foreground owned by the Party it is affiliated to; Agreement Articles 25.4 and - needs Access Rights in order to Use such Foreground; and - is established in a Member State or an Associated Country; and - is listed 31.4. if they are identified in Attachment 3 4 (Identified Affiliated Entities) to this Consortium Agreement. Such Access Rights must be requested by the Affiliated Entity from the Party that holds the Background or Results. Alternatively, the Party granting the Access Rights may individually agree with the Party requesting the Access Rights to have the Access Rights include the right to sublicense to the latter's Affiliated Entities listed in Attachment 4. Access Rights to Affiliated Entities shall be granted on fair Fair and reasonable Reasonable conditions and upon written bilateral agreement with the owner of the Informationagreement. Affiliated Entities which obtain Access Rights shall in return fulfil all confidentiality and other obligations accepted by the Parties under the relevant Grant Agreement and under or this Implementation Consortium Agreement as if such Affiliated Entities were Parties. However a Party may refuse to grant Access Rights may be refused to another Party’s Affiliated Entity which Entities if such granting is listed in Attachment 3 if contrary to the legitimate interests of the Party asked to grant such Access Rights has, prior to which owns the signature of Background or the Implementation Agreement, raised objections stating that its Legitimate Interests would be affected by the addition of that Affiliated Entity to such listResults. [The same shall apply for an Affiliated Entity which have been added on the list in Attachment 3 to the ITD Consortium Agreement following a decision of the ITD Steering Committee provided that the addition of such Affiliated Entity has been notified in writing by the ITD Steering Committee chairman to the objecting Party and the objection is made within 15 calendar days of the receipt of such notice.] Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party to which it is affiliated, and shall automatically terminate upon termination of the Access Rights granted to such Party. In Upon cessation of the event of any change of control of status as an Affiliated Entity, any Access Rights granted to such former Affiliated Entity shall lapse unless agreed otherwise by the owning Partylapse. Further arrangements with Affiliated Entities may be negotiated in separate agreements.. Additional Access Rights For the avoidance of doubt any grant of Access Rights not covered by the Grant Agreement or this Consortium Agreement shall be at the absolute discretion of the owning Party and subject to such terms and conditions as may be agreed between the owning and receiving Parties. The Parties agree to negotiate in good faith any additional Access Rights to Results as might be asked for by any Party, upon adequate financial conditions to be agreed. Access Rights for Parties entering or leaving the consortium

Access Rights for Affiliated Entities. Notwithstanding Article II.34.3 [of the relevant Grant Agreement], Affiliate Entities shall enjoy 9.5.1 Each Party hereby grants Access Rights where to Results and Background to any Affiliated Entity of any other Party as if such Affiliated Entity was a Party to this PCA, and subject to the Party requiring condition that such Affiliated Entity undertakes to grant Access Rights for its Affiliate Entity can show that its Affiliate Entity: - holds the right to use the Foreground owned Background or Results, if it owns any in accordance with Section 8.3.1 (Transfer of results), on terms identical to Access Rights granted under this PCA by the Party it is affiliated to; Parties hereto, to all Parties and - needs Access Rights in order to Use such Foreground; and - is established in a Member State or an Associated Country; and - is listed in Attachment 3 to this Agreement. Such Access Rights shall be granted on fair and reasonable conditions and upon written bilateral agreement with the owner of the Information. their Affiliated Entities which obtain Access Rights shall fulfil (subject to such Affiliated Entities also having accepted such obligations) and (without prejudice to the Parties' obligations to carry out the Action and to provide Action deliverables) to fulfill all confidentiality and other obligations towards the ECSEL Joint Undertaking and the other Parties accepted by the Parties under the relevant Grant Agreement and under GA or this Implementation Agreement PCA as if such Affiliated Entities were PartiesEntity was a Party. However a Party may refuse to grant Access Rights to another Party’s Affiliated Entity which is listed in Attachment 3 if the Party asked to grant such Access Rights has, prior to the signature of the Implementation Agreement, raised objections stating that its Legitimate Interests would be affected by the addition of that Affiliated Entity to such list. [The same shall apply for an Affiliated Entity which have been added on the list in Attachment 3 to the ITD Consortium Agreement following a decision of the ITD Steering Committee provided that the addition of such Affiliated Entity has been notified in writing by the ITD Steering Committee chairman to the objecting Party and the objection is made within 15 calendar days of the receipt of such notice.] Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party to of which it is affiliated, an Affiliated Entity and shall automatically terminate upon termination of the Access Rights granted to such Party. In the event of any change of control of Further, if an Affiliated EntityEntity fails in any material respect to comply with the undertaking given by it as above and fails to rectify the non-compliance after being given a reasonable opportunity to do so, any all Access Rights granted to such former it based upon that undertaking shall terminate, without affecting the Access Rights granted by it. For the avoidance of doubt, this Section 9.5 of this PCA is intended to confer a benefit on Affiliated Entities of the Parties by affording them the opportunity to obtain Access Rights, but it shall not oblige any Affiliated Entity shall lapse unless agreed otherwise by of any Party to accept the owning Party. Further arrangements with Affiliated Entities may be negotiated in separate agreementsgranting of any Access Rights to it.

Access Rights for Affiliated Entities. Notwithstanding Article II.34.3 [9.5.1 Direct grant of the relevant Grant Agreement], Affiliate Entities shall enjoy Access Rights where the Party requiring to Affiliated Entities Affiliated Entities are deemed to have Access Rights for its Affiliate Entity can show that its Affiliate Entity: - holds the right to use the Foreground owned by the as if they were a Party. Each Party it is affiliated to; and - needs hereby grants Access Rights in order to Use Results and Background to any Affiliated Entity of any other Party as if such Foreground; and - is established in Affiliated Entity was a Member State or an Associated Country; and - is listed in Attachment 3 Party to this Agreement. Such CA, and subject to the condition that such Affiliated Entity undertakes to grant licenses and user rights, on terms identical to Access Rights shall be granted on fair under this CA, to all Parties and reasonable conditions and upon written bilateral agreement with the owner of the Information. their Affiliated Entities which obtain Access Rights shall (subject to such Affiliated Entities also having given such undertaking) and (without prejudice to the Parties' obligations to carry out the Action and to provide Action deliverables) to fulfil all confidentiality and other obligations towards the Commission and the other Parties accepted by the Parties under the relevant Grant Agreement and under GA or this Implementation Agreement CA as if such Affiliated Entities were PartiesEntity was a Party. However a Party may refuse to grant Access Rights to another Party’s Affiliated Entity which is listed in Attachment 3 if the Party asked to grant such Access Rights has, prior to the signature of the Implementation Agreement, raised objections stating that its Legitimate Interests would be affected by the addition of that Affiliated Entity to such list. [The same shall apply for an Affiliated Entity which have been added on the list in Attachment 3 to the ITD Consortium Agreement following a decision of the ITD Steering Committee provided that the addition of such Affiliated Entity has been notified in writing by the ITD Steering Committee chairman to the objecting Party and the objection is made within 15 calendar days of the receipt of such notice.] Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party to of which it is affiliatedan Affiliated Entity, and shall automatically terminate upon termination of the Access Rights granted to such Party. In Further, if an Affiliated Entity fails in any material respect to comply with the event undertaking taken upon itself above, and fails to rectify the non-compliance after being given a reasonable opportunity to do so, all Access Rights granted to it based upon that undertaking shall terminate. The provisions governing the granting of Access Rights to the Parties as set out in Sections 9.3 and 9.4 of this CA shall also apply to Affiliated Entities, but with respect to Section 9.3 only if Needed for the implementation of the Action. If any Affiliated Entity of a Party (hereinafter the “Suing Affiliate”) brings a claim (including a cross-claim or counter-claim in a lawsuit) for infringement of any change IPR to Results or Background against one of control the Parties (hereinafter the “Defending Party”) or any of an its Affiliated EntityEntities, the Defending Party may immediately terminate any Access Rights granted hereunder or under the Grant Agreement to the Suing Affiliate, including rights in respect of Results or Background of the Defending Party. However, the Defending Party shall be in no way liable for such former termination and Access Rights granted by the Suing Affiliate shall continue in full force and effect. For the avoidance of doubt, this Section 9.5 of this CA is intended to confer a benefit on Affiliated Entities of the Parties by affording them the opportunity to obtain Access Rights, but it shall not oblige any Affiliated Entity shall lapse unless agreed otherwise by of any Party to accept the owning Party. Further arrangements with Affiliated Entities may be negotiated in separate agreementsgranting of any Access Rights.