Common use of Background covered Clause in Contracts

Background covered. OPTION 1: 9. 1.1 The Parties shall identify in the Attachment 1 the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Agreement and the EC-GA. Such identification may be done by e.g. - subject matter and possibly in addition by - naming a specific department of a Party 9. 1.2 The owning Party may add further Background to Attachment 1 during the Project by written notice. However, only the General Assembly can permit a Party to withdraw any of its Background from Attachment 1. 9. 1.3 The Parties agree that all Background not listed in Attachment 1 shall be explicitly excluded from Access Rights. The Parties agree, however, to negotiate in good faith additions to Attachment 1 if a Party asks them to do so and those are needed. For the avoidance of doubt, the owner is under no obligation to agree to additions of his Background to Attachment 1. 9. 1.4 In addition, if a Party wishes to list specific Background as excluded, it shall identify such Background in the Attachment 2. The owning Party may withdraw any of its Background from Attachment 2 during the Project by written notice. However, only the General Assembly can permit a Party to add Background to Attachment 2. OPTION 2: In accordance with and subject to the provisions of the EC-GA, any Party may enter in Attachment 2 any specific Background excluded from the obligation to grant Access Rights in accordance with the provisions of this Consortium Agreement. All other Background except that listed in Attachment 2 shall be available for the granting of Access Rights in accordance with the provisions of this Consortium Agreement. OPTION 1: Uses a positive list, so only the Background listed is subject to Access Rights of other Parties, all other Background is therefore excluded from access. Legally speaking there consequently is no need to further exclude anything not on the list, but it may in some cases be helpful for maximum transparency towards the partners to clearly state that some specific piece of background is not available to them –see 9.1.4. Another use for that clause can be to specify e.g. that while you have listed all the know-how of your department X in Attachment 1, you wish to exclude their patents A, B and C – but in order to avoid confusion we recommend specifying this already in Attachment 1 or at least making a reference to Attachment 2 (“we include all knowledge of Department X except the items listed in Attachment 2”. It is vital to be very precise on what Background is included; therefore any naming has to allow clear identification of the background. We therefore recommend stating as many details as possible, using as a possible reference the information necessary for licence agreements. When using a positive list, all Parties should thoroughly check whether all input they will need from other Parties is included on the list in order to prevent blockages during the Project implementation. OPTION 2: This option provides a negative list only (just the Background listed by the partners is explicitly excluded). Anything not listed therefore is accessible to the Partners if they need it. Context explanation: The EC-GA Article II.31 mentions both the possibility to define the Background needed for the Project AND to exclude specific Background. It thus cites both the concept of a positive list and of a negative list. DESCA’s OPTION 1 therefore allows both lists and clearly states that anything not listed on a positive list is excluded from Access Rights. This gives participants the legal certainty regarding the positive list. In order to ensure that necessary Background is not excluded by error there is an obligation to negotiate the addition of further needed Background. This obligation to negotiate forces partners to discuss the terms of further Access Rights – it does not, however, force them to agree to every request for access. More information can be found in the EC “Guide to Intellectual Property Rules for FP7 projects”, pages 18 ff. (xxxx://xxxxxx.xxxxxx.xx/fp7/find-doc_en.html )

Background covered. OPTION 1: 9. 1.1 The Parties shall identify in the Attachment 1 the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Agreement and the EC-GAGrant Agreement. Such identification may be done by e.g. - subject matter and possibly in addition by - naming a specific department of a Party 9. 1.2 The owning - and/or by subject matter. Any Party may add further Background to which it is entitled to grant Access Rights to Attachment 1 during the Project by written noticenotice to the Coordinator. The Coordinator shall notify the other Parties, and shall propose that the change be adopted as an amendment to the Consortium Agreement. However, only the General Assembly Supervisory Board can permit a Party to withdraw any of its Background from Attachment 1. 9. 1.3 1 The Parties agree that all Background not listed in Attachment 1 shall 1shall be explicitly excluded from the obligation to grant Access Rights. The Parties They agree, however, to negotiate in good faith additions to Attachment 1 if 1if a Party asks them to do so and those are neededNeeded. For the avoidance of doubt, the owner is under no obligation to agree to additions of his Background to Attachment 1. 9. 1.4 In addition, if a Party wishes to list exclude specific Background as excludedBackground, it shall identify list such Background in the Attachment 2. The owning Party may withdraw any of its Background from Attachment 2 during the Project by written noticenotice to the Coordinator. The Coordinator shall notify the other partners, and shall propose that the change be adopted as an amendment to the Consortium Agreement. However, only the General Assembly Supervisory Board can permit a Party to add Background to Attachment 2. OPTION 2: In accordance with and subject to the provisions of the EC-GA, any Party may enter in Attachment 2 any specific Background excluded from the obligation to grant Access Rights in accordance with the provisions of this Consortium Agreement. All other Background except that listed in Attachment 2 shall be available for the granting of Access Rights in accordance with the provisions of this Consortium Agreement. OPTION 1: Uses a positive list, so only the Background listed is subject to Access Rights of other Parties, all other Background is therefore excluded from access. Legally speaking there consequently is no need to further exclude anything not on the list, but it may in some cases be helpful for maximum transparency towards the partners to clearly state that some specific piece of background is not available to them –see 9.1.4. Another use for that clause can be to specify e.g. that while you have listed all the know-how of your department X in Attachment 1, you wish to exclude their patents A, B and C – but in order to avoid confusion we recommend specifying this already in Attachment 1 or at least making a reference to Attachment 2 (“we include all knowledge of Department X except the items listed in Attachment 2”. It is vital to be very precise on what Background is included; therefore any naming has to allow clear identification of the background. We therefore recommend stating as many details as possible, using as a possible reference the information necessary for licence agreements. When using a positive list, all Parties should thoroughly check whether all input they will need from other Parties is included on the list in order to prevent blockages during the Project implementation. OPTION 2: This option provides a negative list only (just the Background listed by the partners is explicitly excluded). Anything not listed therefore is accessible to the Partners if they need it. Context explanation: The EC-GA Article II.31 mentions both the possibility to define the Background needed for the Project AND to exclude specific Background. It thus cites both the concept of a positive list and of a negative list. DESCA’s OPTION 1 therefore allows both lists and clearly states that anything not listed on a positive list is excluded from Access Rights. This gives participants the legal certainty regarding the positive list. In order to ensure that necessary Background is not excluded by error there is an obligation to negotiate the addition of further needed Background. This obligation to negotiate forces partners to discuss the terms of further Access Rights – it does not, however, force them to agree to every request for access. More information can be found in the EC “Guide to Intellectual Property Rules for FP7 projects”, pages 18 ff. (xxxx://xxxxxx.xxxxxx.xx/fp7/find-doc_en.html ).

Background covered. OPTION 1: 9. 1.1 9.1.1 The Parties shall identify in the Attachment 1 the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Agreement and the EC-GA. Such identification may be done by e.g. - subject matter and possibly in addition by - naming a specific department of a Party 9.Party 1.2 9.1.2 The owning Party may add further Background to Attachment 1 during the Project by written notice. However, only the General Assembly Supervisory Board can permit a Party to withdraw any of its Background from Attachment 1. 9. 1.3 9.1.3 The Parties agree that all Background not listed in Attachment 1 shall be explicitly excluded from Access Rights. The Parties agree, however, to negotiate in good faith additions to Attachment 1 if a Party asks them to do so and those are needed. For the avoidance of doubt, the owner is under no obligation to agree to additions of his Background to Attachment 1. 9. 1.4 9.1.4 In addition, if a Party wishes to list specific Background as excluded, it shall identify such Background in the Attachment 2. The owning Party may withdraw any of its Background from Attachment 2 during the Project by written notice. However, only the General Assembly Supervisory Board can permit a Party to add Background to Attachment 2. OPTION 2: In accordance with and subject to the provisions of the EC-GA, any Party may enter in Attachment 2 any specific Background excluded from the obligation to grant Access Rights in accordance with the provisions of this Consortium Agreement. All other Background except that listed in Attachment 2 shall be available for the granting of Access Rights in accordance with the provisions of this Consortium Agreement. OPTION 1: Uses a positive list, so only the Background listed is subject to Access Rights of other Parties, all other Background is therefore excluded from access. Legally speaking there consequently is no need to further exclude anything not on the list, but it may in some cases be helpful for maximum transparency towards the partners to clearly state that some specific piece of background is not available to them –see 9.1.4. Another use for that clause can be to specify e.g. that while you have listed all the know-how of your department X in Attachment 1, you wish to exclude their patents A, B and C – but in order to avoid confusion we recommend specifying this already in Attachment 1 or at least making a reference to Attachment 2 (“we include all knowledge of Department X except the items listed in Attachment 2”. It is vital to be very precise on what Background is included; therefore any naming has to allow clear identification of the background. We therefore recommend stating as many details as possible, using as a possible reference the information necessary for licence agreements. When using a positive list, all Parties should thoroughly check whether all input they will need from other Parties is included on the list in order to prevent blockages during the Project implementation. OPTION 2: This option provides a negative list only (just the Background listed by the partners is explicitly excluded). Anything not listed therefore is accessible to the Partners if they need it. Context explanation: The EC-GA Article II.31 mentions both the possibility to define the Background needed for the Project AND to exclude specific Background. It thus cites both the concept of a positive list and of a negative list. DESCA’s OPTION 1 therefore allows both lists and clearly states that anything not listed on a positive list is excluded from Access Rights. This gives participants the legal certainty regarding the positive list. In order to ensure that necessary Background is not excluded by error there is an obligation to negotiate the addition of further needed Background. This obligation to negotiate forces partners to discuss the terms of further Access Rights – it does not, however, force them to agree to every request for access. More information can be found in the EC “Guide to Intellectual Property Rules for FP7 projects”, pages 18 ff. (xxxx://xxxxxx.xxxxxx.xx/fp7/find-doc_en.html ).

Background covered. [Please choose one of the following options] [OPTION 1: 9.:] 1.1 11.1.1 The Parties shall identify in the Attachment 1 the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Partnership Agreement and the EC-GAProject Contract. Such identification may be done by e.g. - subject matter and possibly in addition by - naming a specific department of a Party 9Party. 1.2 11.1.2 The owning Party may add further Background to Attachment 1 during the Project by written notice. However, only the General Assembly Executive Board can permit a Party to withdraw any of its Background from Attachment 1. 9. 1.3 11.1.3 The Parties agree that all Background not listed in Attachment 1 shall be explicitly excluded from Access Rights. The Parties agree, however, to negotiate in good faith additions to Attachment 1 if a Party asks them to do so and those are needed. For the avoidance of doubt, the owner is under no obligation to agree to additions of his Background to Attachment 1. 9. 1.4 11.1.4 In addition, if a Party wishes to list specific Background as excluded, it shall identify such Background in the Attachment 2. The owning Party may withdraw any of its Background from Attachment 2 during the Project by written notice. However, only the General Assembly Executive Board can permit a Party to add Background to Attachment 2. [OPTION 2: :] In accordance with and subject to the provisions of the EC-GAProject Contract, any Party may enter in Attachment 2 any specific Background excluded from the obligation to grant Access Rights in accordance with the provisions of this Consortium Partnership Agreement. All other Background except that listed in Attachment 2 shall be available for the granting of Access Rights in accordance with the provisions of this Consortium Partnership Agreement. OPTION 1: Uses a positive list, so only the Background listed is subject to Access Rights of other Parties, all other Background is therefore excluded from access. Legally speaking there consequently is no need to further exclude anything not on the list, but it may in some cases be helpful for maximum transparency towards the partners to clearly state that some specific piece of background is not available to them –see 9.1.4. Another use for that clause can be to specify e.g. that while you have listed all the know-how of your department X in Attachment 1, you wish to exclude their patents A, B and C – but in order to avoid confusion we recommend specifying this already in Attachment 1 or at least making a reference to Attachment 2 (“we include all knowledge of Department X except the items listed in Attachment 2”. It is vital to be very precise on what Background is included; therefore any naming has to allow clear identification of the background. We therefore recommend stating as many details as possible, using as a possible reference the information necessary for licence agreements. When using a positive list, all Parties should thoroughly check whether all input they will need from other Parties is included on the list in order to prevent blockages during the Project implementation. [END OF OPTION 2: This option provides a negative list only (just the Background listed by the partners is explicitly excluded). Anything not listed therefore is accessible to the Partners if they need it. Context explanation: The EC-GA Article II.31 mentions both the possibility to define the Background needed for the Project AND to exclude specific Background. It thus cites both the concept of a positive list and of a negative list. DESCA’s OPTION 1 therefore allows both lists and clearly states that anything not listed on a positive list is excluded from Access Rights. This gives participants the legal certainty regarding the positive list. In order to ensure that necessary Background is not excluded by error there is an obligation to negotiate the addition of further needed Background. This obligation to negotiate forces partners to discuss the terms of further Access Rights – it does not, however, force them to agree to every request for access. More information can be found in the EC “Guide to Intellectual Property Rules for FP7 projects”, pages 18 ff. (xxxx://xxxxxx.xxxxxx.xx/fp7/find-doc_en.html ):]

Background covered. OPTION 1: 9. 1.1 9.1.1 The Parties shall identify in the Attachment 1 (Background included) the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Agreement and the EC-GA. Such identification may be done by e.g. - subject matter and possibly in addition by - naming a specific department of a Party 9.Party 1.2 9.1.2 The owning Party may add further Background to Attachment 1 (Background included) during the Project by written notice. However, only the General Assembly upon demand of the Executive Board can permit a Party to withdraw any of its Background from Attachment 1. 9. 1.3 9.1.3 The Parties agree that all Background not listed in Attachment 1 (Background included) shall be explicitly excluded from Access Rights. The Parties agree, however, to negotiate in good faith additions to Attachment 1 if a Party asks them to do so and those are needed. For the avoidance of doubt, the owner is under no obligation to agree to additions of his Background to Attachment 1. 9. 1.4 9.1.4 In addition, if a Party wishes to list specific Background as excluded, it shall identify such Background in the Attachment 22 (Background excluded). The owning Party may withdraw any of its Background from Attachment 2 during the Project by written notice. However, only the General Assembly upon demand of the Executive Board can permit a Party to add Background to Attachment 2. OPTION 2: In accordance with and subject to the provisions of the EC-GA, any Party may enter in Attachment 2 any specific Background excluded from the obligation to grant Access Rights in accordance with the provisions of this Consortium Agreement. All other Background except that listed in Attachment 2 shall be available for the granting of Access Rights in accordance with the provisions of this Consortium Agreement. OPTION 1: Uses a positive list, so only the Background listed is subject to Access Rights of other Parties, all other Background is therefore excluded from access. Legally speaking there consequently is no need to further exclude anything not on the list, but it may in some cases be helpful for maximum transparency towards the partners to clearly state that some specific piece of background is not available to them –see 9.1.4. Another use for that clause can be to specify e.g. that while you have listed all the know-how of your department X in Attachment 1, you wish to exclude their patents A, B and C – but in order to avoid confusion we recommend specifying this already in Attachment 1 or at least making a reference to Attachment 2 (“we include all knowledge of Department X except the items listed in Attachment 2”. It is vital to be very precise on what Background is included; therefore any naming has to allow clear identification of the background. We therefore recommend stating as many details as possible, using as a possible reference the information necessary for licence agreements. When using a positive list, all Parties should thoroughly check whether all input they will need from other Parties is included on the list in order to prevent blockages during the Project implementation. OPTION 2: This option provides a negative list only (just the Background listed by the partners is explicitly excluded). Anything not listed therefore is accessible to the Partners if they need it. Context explanation: The EC-GA Article II.31 mentions both the possibility to define the Background needed for the Project AND to exclude specific Background. It thus cites both the concept of a positive list and of a negative list. DESCA’s OPTION 1 therefore allows both lists and clearly states that anything not listed on a positive list is excluded from Access Rights. This gives participants the legal certainty regarding the positive list. In order to ensure that necessary Background is not excluded by error there is an obligation to negotiate the addition of further needed Background. This obligation to negotiate forces partners to discuss the terms of further Access Rights – it does not, however, force them to agree to every request for access. More information can be found in the EC “Guide to Intellectual Property Rules for FP7 projects”, pages 18 ff. (xxxx://xxxxxx.xxxxxx.xx/fp7/find-doc_en.html ).

Background covered. OPTION 1: 9. 1.1 9.1.1 The Parties shall identify in the Attachment 1 the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Agreement and the EC-GA. Such identification may be done by e.g. - subject matter and possibly in addition by - naming a specific department of a Party 9Party. 1.2 9.1.2 The owning Party may add further Background to Attachment 1 during the Project by written notice. However, only the General Assembly can permit a Party to withdraw any of its Background from Attachment 1. 9. 1.3 9.1.3 The Parties agree that all Background not listed in Attachment 1 shall be explicitly excluded from Access Rights. The Parties agree, however, to negotiate in good faith additions to Attachment 1 if a Party asks them to do so and those are neededNeeded. For the avoidance of doubt, the owner is under no obligation to agree to additions of his its Background to Attachment 1. 9, as long as it is in compliance with the EC-GA. 1.4 9.1.4 In addition, if a Party wishes to list specific Background as excluded, it shall identify such Background in Attachment 2 of this Consortium Agreement. Excluded Background may be subject to special conditions disclosed as soon as possible by the Attachment 2respective Party. For the avoidance of doubt, subject to this Agreement and the EC-GA, Background that is Needed should not be excluded. The owning Party may withdraw any of its Background from Attachment 2 during the Project by written notice. However, only the General Assembly can permit a Party to add Background to Attachment 2. OPTION 2: In accordance with and subject addition, each Party agrees not knowingly to use, in the provisions execution of the Project any Background excluded pursuant to the EC-GA, any Party may enter in Attachment 2 any specific Background excluded from the obligation to grant Access Rights in accordance with the provisions of GA or this Consortium Agreement. All other Agreement where such use would result in such excluded Background except that listed in Attachment 2 shall be available being Needed for the granting Use of Access Rights in accordance with the provisions of this Consortium Agreement. OPTION 1: Uses a positive list, so only the Background listed is subject to Access Rights of other Parties, all other Background is therefore excluded from access. Legally speaking there consequently is no need to further exclude anything not on the list, but it may in some cases be helpful for maximum transparency towards the partners to clearly state that some specific piece of background is not available to them –see 9.1.4. Another use for that clause can be to specify e.g. that while you have listed all the know-how of your department X in Attachment 1, you wish to exclude their patents A, B and C – but in order to avoid confusion we recommend specifying this already in Attachment 1 or at least making a reference to Attachment 2 (“we include all knowledge of Department X except the items listed in Attachment 2”. It is vital to be very precise on what Background is included; therefore any naming has to allow clear identification of the background. We therefore recommend stating as many details as possible, using as a possible reference the information necessary for licence agreements. When using a positive list, all Parties should thoroughly check whether all input they will need from other Parties is included on the list in order to prevent blockages during the Project implementation. OPTION 2: This option provides a negative list only (just the Background listed by the partners is explicitly excluded). Anything not listed therefore is accessible to the Partners if they need it. Context explanation: The EC-GA Article II.31 mentions both the possibility to define the Background needed for the Project AND to exclude specific Background. It thus cites both the concept of a positive list and of a negative list. DESCA’s OPTION 1 therefore allows both lists and clearly states that anything not listed on a positive list is excluded from Access Rights. This gives participants the legal certainty regarding the positive list. In order to ensure that necessary Background is not excluded by error there is an obligation to negotiate the addition of further needed Background. This obligation to negotiate forces partners to discuss the terms of further Access Rights – it does not, however, force them to agree to every request for access. More information can be found in the EC “Guide to Intellectual Property Rules for FP7 projects”, pages 18 ff. (xxxx://xxxxxx.xxxxxx.xx/fp7/find-doc_en.html )Foreground.

Background covered. OPTION 1: 9. 1.1 The Parties shall identify in the Attachment 1 the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Agreement and the EC-GA. Such identification may be done by e.g. - subject matter and possibly in addition by - naming a specific department of a Party 9. 1.2 The owning Party may add further Background to Attachment 1 during the Project by written notice. However, only the General Assembly can permit a Party to withdraw any of its Background from Attachment 1. 9. 1.3 The Parties agree that all Background not listed in Attachment 1 shall be explicitly excluded from Access Rights. The Parties agree, however, to negotiate in good faith additions to Attachment 1 if a Party asks them to do so and those are needed. For the avoidance of doubt, the owner is under no obligation to agree to additions of his Background to Attachment 1. 9. 1.4 In addition, if a Party wishes to list specific Background as excluded, it shall identify such Background in the Attachment 2. The owning Party may withdraw any of its Background from Attachment 2 during the Project by written notice. However, only the General Assembly can permit a Party to add Background to Attachment 2. OPTION 2: In accordance with and subject to the provisions of the EC-GA, any Party may enter in Attachment 2 any specific Background excluded from the obligation to grant Access Rights in accordance with the provisions of this Consortium Agreement. All other Background except that listed in Attachment 2 shall be available for the granting of Access Rights in accordance with the provisions of this Consortium Agreement. OPTION 1: Uses a positive list, so only the Background listed is subject to Access Rights of other Parties, all other Background is therefore excluded from access. Legally speaking there consequently is no need to further exclude anything not on the list, but it may in some cases be helpful for maximum transparency towards the partners to clearly state that some specific piece of background is not available to them –see 9.1.4. Another use for that clause can be to specify e.g. e.g. 1.2 The owning Party may add further Background to Attachment 1 during the Project by written notice. However, only the General Assembly can permit a Party to withdraw any of its Background from Attachment 1. 9.1.3 The Parties agree that all Background not listed in Attachment 1 shall be explicitly excluded from Access Rights. The Parties agree, however, to negotiate in good faith additions to Attachment 1 if a Party asks them to do so and those are needed. For the avoidance of doubt, the owner is under no obligation to agree to additions of his Background to Attachment 1. 9.1.4 In addition, if a Party wishes to list specific Background as excluded, it shall identify such Background in the Attachment 2. The owning Party may withdraw any of its Background from Attachment 2 during the Project by written notice. However, only the General Assembly can permit a Party to add Background to Attachment 2. shall be available for the granting of Access Rights in accordance with the provisions of this Consortium Agreement. that while you have listed all the know-how of your department X in Attachment 1, you wish to exclude their patents A, B and C – but in order to avoid confusion we recommend specifying this already in Attachment 1 or at least making a reference to Attachment 2 (“we include all knowledge of Department X except the items listed in Attachment 2”. It is vital to be very precise on what Background is included; therefore any naming has to allow clear identification of the background. We therefore recommend stating as many details as possible, using as a possible reference the information necessary for licence agreements. When using a positive list, all Parties should thoroughly check whether all input they will need from other Parties is included on the list in order to prevent blockages during the Project implementation. OPTION 2: This option provides a negative list only (just the Background listed by the partners is explicitly excluded). Anything not listed therefore is accessible to the Partners if they need it. As stated under Option 1 above, the Attachment 2 can also be used in combination with Attachment 1 (see above) Context explanation: The EC-GA Article II.31 mentions both the possibility to define the Background needed for the Project AND to exclude specific Background. It thus cites both the concept of a positive list and of a negative list. DESCA’s OPTION 1 therefore allows both lists and clearly states that anything not listed on a positive list is excluded from Access Rights. This gives participants the legal certainty regarding the positive list. In order to ensure that necessary Background is not excluded by error there is an obligation to negotiate the addition of further needed Background. This obligation to negotiate forces partners to discuss the terms of further Access Rights – it does not, however, force them to agree to every request for access. More information can be found in the EC “Guide to Intellectual Property Rules for FP7 projects”, pages 18 ff. (xxxx://xxxxxx.xxxxxx.xx/fp7/find-doc_en.html )

Background covered. OPTION 1: 9. 1.1 The Parties shall identify in the Attachment 1 the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Agreement and the EC-GAGrant Agreement. Such identification may be done by e.g. - subject matter and possibly in addition by - naming a specific department of a Party 9. 1.2 and/or by subject matter. The owning Party may add further Background to Attachment 1 during the Project by written notice. However, only the General Assembly Governing Board can permit a Party to withdraw any of its Background from Attachment 1. 9. 1.3 The Parties agree that all Background not listed in Attachment 1 shall be explicitly excluded from Access Rights. The Parties They agree, however, to negotiate in good faith additions to Attachment 1 if a Party asks them to do so and those are needed. For the avoidance of doubt, the owner is under no obligation to agree to additions of his Background to Attachment 1. 9. 1.4 In addition, if a Party wishes to list exclude specific Background as excludedBackground, it shall identify list such Background in the Attachment 2. The owning Party may withdraw any of its Background from Attachment 2 during the Project by written noticenotice to the Coordinator. However, only the General Assembly Governing Board can permit a Party to add Background to Attachment 2. OPTION If a new party joins the Project, the Parties will be entitled to revise their respective Background as set out in Attachments 1 and 2: In accordance with and subject to the provisions of the EC-GA, any Party may enter in Attachment 2 any specific Background excluded from the obligation to grant Access Rights in accordance with the provisions of this Consortium Agreement. All other Background except that listed in Attachment 2 shall be available for the granting of Access Rights in accordance with the provisions of this Consortium Agreement. OPTION 1: Uses a positive list, so only the Background listed is subject to Access Rights of other Parties, all other Background is therefore excluded from access. Legally speaking there consequently is no need to further exclude anything not on the list, but it may in some cases be helpful for maximum transparency towards the partners to clearly state that some specific piece of background is not available to them –see 9.1.4. Another use for that clause can be to specify e.g. that while you have listed all the know-how of your department X in Attachment 1, you wish to exclude their patents A, B and C – but in order to avoid confusion we recommend specifying this already in Attachment 1 or at least making a reference to Attachment 2 (“we include all knowledge of Department X except the items listed in Attachment 2”. It is vital to be very precise on what Background is included; therefore any naming has to allow clear identification of the background. We therefore recommend stating as many details as possible, using as a possible reference the information necessary for licence agreements. When using a positive list, all Parties should thoroughly check whether all input they will need from other Parties is included on the list in order to prevent blockages during the Project implementation. OPTION 2: This option provides a negative list only (just the Background listed by the partners is explicitly excluded). Anything not listed therefore is accessible to the Partners if they need it. Context explanation: The EC-GA Article II.31 mentions both the possibility to define the Background needed for the Project AND to exclude specific Background. It thus cites both the concept of a positive list and of a negative list. DESCA’s OPTION 1 therefore allows both lists and clearly states that anything not listed on a positive list is excluded from Access Rights. This gives participants the legal certainty regarding the positive list. In order to ensure that necessary Background is not excluded by error there is an obligation to negotiate the addition of further needed Background. This obligation to negotiate forces partners to discuss the terms of further Access Rights – it does not, however, force them to agree to every request for access. More information can be found in the EC “Guide to Intellectual Property Rules for FP7 projects”, pages 18 ff. (xxxx://xxxxxx.xxxxxx.xx/fp7/find-doc_en.html ).

Background covered. OPTION 1: 9. 1.1 The Parties shall may identify in the [Attachment 1 1] the Background background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Agreement and the EC-GAGrant Agreement. Such identification may also be done by e.g. - subject matter and possibly in addition by - naming a specific department of a Party 9. 1.2 Party. The owning Party may add further Background to [Attachment 1 1] during the Project by written notice. However, only the General Assembly can permit a Party to withdraw any of its Background from [Attachment 1]. 9. 1.3 The Parties agree that all Background not listed in [Attachment 1 1] shall be explicitly excluded from Access Rights. The Parties agree, however, to negotiate in good faith additions to Attachment 1 if a Party asks them to do so and those are needed. For the avoidance of doubt, the owner is under no obligation to agree to additions of his Background to Attachment 1. 9. 1.4 In addition, if a Party wishes to list exclude specific Background as excludedBackground, it shall identify list such Background in the [Attachment 2. ] The owning Party may withdraw any of its Background from [Attachment 2 2] during the Project by written notice. However, only the General Assembly can permit a Party to add Background to [Attachment 2]. OPTION 2: In accordance with and subject to the provisions of the EC-GAGrant Agreement, any Party may enter in [Attachment 2 2] any specific Background excluded from the obligation to grant Access Rights in accordance with the provisions of this Consortium Agreement. All other Background except that listed in [Attachment 2 2] shall be available for the granting of Access Rights in accordance with the provisions of this Consortium Agreement. OPTION 1: Uses a positive list, so list ( only the Background background listed is subject to Access Rights access rights of other Parties, all other Background background is therefore excluded from access) and additionally gives participants the option to specifically exclude background in a negative list if they wish to. Legally speaking there consequently is no need The positive list may serve also for narrowing down Access rights to further exclude anything not on a specific department (or work team, institute etc.) within the list, but it may in some cases be helpful for maximum transparency towards the partners to clearly state that some specific piece of background is not available to them –see 9.1.4. Another use for that clause can be to specify e.g. that while you have listed all the know-how of your department X in Attachment 1, you wish to exclude their patents A, B and C – but in order to avoid confusion we recommend specifying this already in Attachment 1 or at least making a reference to Attachment 2 (“we include all knowledge of Department X except the items listed in Attachment 2”. It is vital to be very precise on what Background is included; therefore any naming has to allow clear identification of the background. We therefore recommend stating as many details as possible, using as a possible reference the information necessary for licence agreementsParty. When using a positive list, all Parties partners should thoroughly check whether all input they will need from other Parties partners is included on the list in order to prevent blockages during the Project project implementation. OPTION 2: This option provides a negative list only (just the Background listed by the partners is explicitly excluded). Anything not listed therefore is accessible to the Partners if they need it. Context explanation: The EC-GA Article II.31 mentions both the possibility to define the Background needed for the Project AND to exclude specific Background. It thus cites both the concept of a positive list and of a negative list. DESCA’s OPTION 1 therefore allows both lists and clearly states that anything not listed on a positive list is excluded from Access Rights. This gives participants the legal certainty regarding the positive list. In order to ensure that necessary Background is not excluded by error there is an obligation to negotiate the addition of further needed Background. This obligation to negotiate forces partners to discuss the terms of further Access Rights – it does not, however, force them to agree to every request for access. More information can be found in the EC “Guide to Intellectual Property Rules for FP7 projects”, pages 18 ff. (xxxx://xxxxxx.xxxxxx.xx/fp7/find-doc_en.html ).

Background covered. OPTION 9.1.1 In Attachment 1: 9. 1.1 The , the Parties have identified and agreed on the Background that shall be included for the Specific Grant Agreements under the Project and have also, where relevant, informed each other that Access Rights to specific Background is subject to legal restrictions or limits. In Attachment 2, the Parties have identified and agreed on the Background that shall be excluded from the Specific Grant Agreements under the Project and have also, where relevant, informed each other that Access Rights to specific Background that is explicitly excluded is subject to legal restrictions or limits. Each Party may choose whether to identify its Background in the Attachment 1 the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Agreement and the EC-GAand/or Attachment 2. Such identification may be done by e.g. - subject matter and possibly in addition by - naming a specific department of a Party 9. 1.2 The owning Each Party may propose, during the term of the Project and not later than within the duration of the Specific Grant Agreement it participates in to add further Background to into Attachment 1 during the Project by written notice. However, only the General Assembly can permit and/or Attachment 2 a Party reference to withdraw any of its Background from Attachment 1not yet so listed. 9. 1.3 The Parties agree Anything that all Background is not listed identified in Attachment 1 shall be explicitly or that is excluded from Access Rights. The Parties agree, however, to negotiate in good faith additions to Attachment 1 if a Party asks them to do so and those are needed. For the avoidance of doubt, the owner is under no obligation to agree to additions of his Background to Attachment 1. 9. 1.4 In addition, if a Party wishes to list specific Background as excluded, it shall identify such Background in the Attachment 2. The owning Party may withdraw any of its Background from Attachment 2 during the Project by written notice. However, only the General Assembly can permit a Party to add Background to Attachment 2. OPTION 2: In accordance with and subject to the provisions of the EC-GA, any Party may enter in Attachment 2 any specific Background excluded from the obligation to grant Access Rights in accordance with the provisions of this Consortium Agreement. All other Background except that listed in Attachment 2 shall not be available for the granting object of Access Rights obligations regarding Background. 9.1.2 If a Party has chosen to identify its Background in accordance with Attachment 1 the provisions of following shall apply: Notwithstanding anything else in this Consortium Agreement. OPTION 1: Uses a positive list, so only the Background listed is subject there shall be no obligation to grant, and no right to be granted, Access Rights of other Parties, all other to any Background is therefore excluded from access. Legally speaking there consequently is no need to further exclude anything not on the list, but it may in some cases be helpful for maximum transparency towards the partners to clearly state that some specific piece of background is not available to them –see 9.1.4. Another use for that clause can be to specify e.g. that while you have listed all the know-how of your department X in Attachment 1, you wish to exclude their patents A, B and C – but in order to avoid confusion we recommend specifying this already as included in Attachment 1 to this Consortium Agreement (“Unlisted Background“). Each Party agrees not to use knowingly, in the implementation of the Project, any Unlisted Background, if such use would result in such Unlisted Background being Needed by any other Party for implementation of the Project or at least making Exploitation of that other Party’s own Results. If a reference Party has chosen to identify its Background in Attachment 2 the following shall apply: Notwithstanding anything to the contrary in the preceding paragraph or elsewhere in this Consortium Agreement, there shall be no obligation to grant, and no right to be granted, Access Rights to any Background that is listed as excluded in Attachment 2 to this Consortium Agreement (“we include all knowledge of Department X except the items listed in Attachment 2”. It is vital to be very precise on what Background is included; therefore any naming has to allow clear identification of the background. We therefore recommend stating as many details as possible, using as a possible reference the information necessary for licence agreements. When using a positive list, all Parties should thoroughly check whether all input they will need from other Parties is included on the list in order to prevent blockages during the Project implementation. OPTION 2: This option provides a negative list only (just the Background listed by the partners is explicitly excludedListed Background“). Anything not listed therefore is accessible to the Partners if they need it. Context explanation: The EC-GA Article II.31 mentions both the possibility to define the Background needed for the Project AND to exclude specific Background. It thus cites both the concept of a positive list and of a negative list. DESCA’s OPTION 1 therefore allows both lists and clearly states that anything not listed on a positive list is excluded from Access Rights. This gives participants the legal certainty regarding the positive list. In order to ensure that necessary Background is not excluded by error there is an obligation to negotiate the addition of further needed Background. This obligation to negotiate forces partners to discuss the terms of further Access Rights – it does not, however, force them to agree to every request for access. More information can be found in the EC “Guide to Intellectual Property Rules for FP7 projects”, pages 18 ff. (xxxx://xxxxxx.xxxxxx.xx/fp7/find-doc_en.html ).