Common use of Access Rights for Affiliated Entities Clause in Contracts

Access Rights for Affiliated Entities. ‌ 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 respective Specific Grant Agreement, and subject to the condition that such Affiliated Entity undertakes to grant licenses and user rights, on terms identical to Access Rights granted under this Consortium Agreement, to all Parties and their Affiliated Entities (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 EU-FPA, the respective Specific Grant Agreement or this Consortium Agreement as if such Affiliated Entity was a Party. Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party of which it is an Affiliated Entity, and shall automatically terminate upon termination of the Access Rights granted to such Party. Further, if an Affiliated Entity 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, 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 Party to accept the granting of any Access Rights. Upon cessation of the status as an Affiliated Entity, any Access Rights granted to such former Affiliated Entity shall lapse. 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. ‌ Each Party Notwithstanding Article II.34.3 [of the relevant Grant Agreement], Affiliate Entities shall grant on written request, according to the provisions of Sections 9.2 – 9.4 above, enjoy Access Rights where the Party requiring Access Rights for its Affiliate Entity can show that its Affiliate Entity: - holds the right to Results use the Foreground owned by the Party it is affiliated to; and Background - needs Access Rights in order to any other Party Affiliated Entity as if Use such Affiliated Entity were Foreground; and - is established in a Party Member State or an Associated Country; and - is listed in Attachment 3 to this Consortium Agreement and the respective Specific Grant Agreement, and subject to the condition that such Affiliated Entity undertakes to grant licenses and user rights, on terms identical to . Such Access Rights shall be granted under this Consortium Agreement, to all Parties on fair and their reasonable conditions and upon written bilateral agreement with the owner of the Information. Affiliated Entities (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 which obtain Access Rights shall fulfil all confidentiality and other obligations towards the Commission and the other Parties which were accepted by the Parties under the EU-FPA, the respective Specific relevant Grant Agreement or and under this Consortium Implementation Agreement as if such Affiliated Entities were Parties. However a Party may refuse to grant Access Rights to another Party’s Affiliated Entity was 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 Party. 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 of to which it is an Affiliated Entityaffiliated, and shall automatically terminate upon termination of the Access Rights granted to such Party. Further, if an Affiliated Entity fails in any material respect to comply with In the 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 event of any Party to accept the granting change of any Access Rights. Upon cessation control of the status as an Affiliated Entity, any Access Rights granted to such former Affiliated Entity shall lapselapse unless agreed otherwise by the owning Party. 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. ‌ 9.5.1 Direct grant of Access Rights to Affiliated Entities Affiliated Entities are deemed to have Access Rights as if they were a Party. Each Party shall grant on written request, according to the provisions of Sections 9.2 – 9.4 above, hereby grants Access Rights to Results and Background to any Affiliated Entity of any other Party Affiliated Entity as if such Affiliated Entity were was a Party to this Consortium Agreement and the respective Specific Grant AgreementCA, and subject to the condition that such Affiliated Entity undertakes to grant licenses and user rights, on terms identical to Access Rights granted under this Consortium AgreementCA, to all Parties and their Affiliated Entities (subject to such Affiliated Entity Entities also having given such undertaking) and (without prejudice to the Parties’ ' obligations to carry out the Project Action and to provide Project Action deliverables) to fulfil all confidentiality and other obligations towards the Commission and the other Parties which were accepted by the Parties under the EU-FPA, the respective Specific Grant Agreement GA or this Consortium Agreement CA as if such Affiliated Entity was a Party. Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party of which it is an Affiliated Entity, and shall automatically terminate upon termination of the Access Rights granted to such Party. Further, if an Affiliated Entity fails in any material respect to comply with the undertaking given by it as 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 IPR to Results or Background against one of the Parties (hereinafter the “Defending Party”) or any of its Affiliated Entities, 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 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 Consortium Agreement 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 of any Party to accept the granting of any Access Rights. Upon cessation of the status as an Affiliated Entity, any Access Rights granted to such former Affiliated Entity shall lapse. 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. ‌ Each Party shall grant on written request, according to the provisions of Sections 9.2 – 9.4 above, Affiliated Entities have Access Rights to Results under the conditions of the Grant Agreement Articles 25.4 and Background to any other Party 31.4 if they are identified in [Attachment 4 (Identified Affiliated Entity as if such Affiliated Entity were a Party Entities) to this Consortium Agreement and the respective Specific Grant Agreement, and subject to the condition that such Affiliated Entity undertakes to grant licenses and user rights, on terms identical to Access Rights granted under this Consortium Agreement, to all Parties and their Affiliated Entities (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 EU-FPA, the respective Specific Grant Agreement or this Consortium Agreement as if such Affiliated Entity was a Party]. Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party of which it is an Affiliated Entity, and shall automatically terminate upon termination of the Access Rights granted to such Party. Further, if an Affiliated Entity 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, 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 Party to accept the granting of any Access Rights. Upon cessation of the status as an Affiliated Entity, any Access Rights granted to such former Affiliated Entity shall lapse. Further arrangements with Affiliated Entities may be negotiated in separate agreements. For the avoidance of doubt, Such 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 's Affiliated EntitiesEntities [listed in Attachment 4]. Access Rights to Affiliated Entities shall be granted on Fair and Reasonable conditions and upon written bilateral agreement agreement. Affiliated Entities which obtain Access Rights in accordance return fulfil all confidentiality and other obligations accepted by the Parties under the Grant Agreement or this Consortium Agreement as if such Affiliated Entities were Parties. Access Rights may be refused to Affiliated Entities if such granting is contrary to the legitimate interests of the Party which owns the Background or the Results. 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. Upon cessation of the status as an Affiliated Entity, any Access Rights granted to such former Affiliated Entity shall lapse. Further arrangements with Affiliated Entities may be negotiated in separate agreements. For the avoidance of doubt any grant of Access Rights not covered by the Grant Agreement or this Section Consortium Agreement shall be at the absolute discretion of the owning Party and Sections 9.2 – 9.4 abovesubject to such terms and conditions as may be agreed between the owning and receiving Parties. As regards Results developed before the accession of the new Party, the new Party will be granted Access Rights on the conditions applying for Access Rights to Background. Parties leaving the consortium Access Rights granted to a leaving Party Access Rights granted to a Defaulting Party and such Party's right to request Access Rights shall cease immediately upon receipt by the Defaulting Party of the formal notice of the decision of the General Assembly to terminate its participation in the consortium.