Foreground. Regarding Foreground, EC-GA Article II.26. - Article II.29. shall apply with the following additions:
Foreground. 8.1 Foreground shall be the property of the Knowledge Institute that (partly) generated such Foreground. If Foreground has been generated independently from the (intellectual) contribution of a Knowledge Institute by one or more Partners, as specified in the Project Plan, such Partner(s) will become the owner(s) of that Foreground. In case of joint ownership of Partners, those Partners shall as soon as practicably possible execute:
(a) a joint ownership agreement regarding the allocation and the terms and conditions of exploitation of the joint Foreground in accordance with the clauses of this Consortium Agreement; or
(b) an assignment agreement in which the Partners agree to assign all joint Foreground to one owner, and make arrangements regarding licensing and/or financial compensation of the other owner(s) in accordance with the clauses of this Consortium Agreement. The owner(s) has/have the exclusive right to apply for or register IP Rights on its/their Foreground in its/their own name and at its own expense. Each Party hereby grants to the other Party/Parties (including its/their Affiliates and involved third parties as permitted under Article 3.5) as far as needed by such Party/Parties in order to perform its/their tasks under the Project, a non-exclusive, royalty free, non-transferable right to use its Foreground.
8.2 The owner(s) of the Foreground and their Affiliates is/are free to use its/their Foreground without limitations with due observance of Article 5.2, 6.2 and 9.
8.3 Each Party and its Affiliates shall have the right to use another Party’s Foreground that is not protectable by IP Rights or for which no protection by IP Rights will be sought in accordance with Article 9, for internal activities only and not for the benefit of, nor together with third parties. After dissemination of such Foreground or after the confidentiality period specified in Article 5.2 has lapsed, whichever is earlier, each Party and its Affiliates will be free to use the Foreground for all purposes.
Foreground. Regarding Foreground, shall apply with the following additions:
Foreground. 1. Ownership of the foreground belongs in the first instance to the participant(s) that generated it. Participant(s) may agree on a different allocation of ownership in the project agreement. If employees or any party working on behalf of a participant are entitled to claim rights to foreground, the participant shall ensure that it is possible to exercise those rights in a manner compatible with its obligations under the grant agreement and project agreement.
2. Where several participants have jointly carried out work generating foreground and where no individual participant can be identified as its owner, such participants shall, unless otherwise agreed in the project agreement, have joint ownership of such foreground. In case of joint ownership, unless otherwise agreed in the project agreement, each joint owner shall have the right to use such jointly owned foreground, including the right to grant non-exclusive licenses, with the following conditions: - Prior notice must be given to any other joint owner(s); - Fair and reasonable compensation must be provided to the other joint owner(s).
3. Each participant shall remain free to license, assign or otherwise dispose of its ownership rights in - Either as expressly permitted in the Annex I of the grant agreement and/or in the project agreement; - Or after obtaining the consent of all participants, which may only be withheld where they can demonstrate that their rights would be adversely affected. Where a participant transfers ownership of foreground, it shall pass on its obligations regarding that foreground, as defined in the grant and project agreements, to the assignee including the obligation to pass those obligations on to any subsequent assignee. Notwithstanding the above, a participant may - without the permission of the other participants but provided that other participants are informed and that the assignee agrees in writing to be bound by the grant agreement and the project agreement - assign its foreground to (i) its affiliated entity; or (ii) any purchaser of all or substantially all of its assets; or (iii) any successor entity resulting from the merger or consolidation of such party with or into such entities.
4. Patent applications relating to foreground, filed by or on behalf of a participant must include the following statement to indicate that said foreground was generated with the assistance of financial support from the IMI JU: The work leading to this invention has received support from...
Foreground. Regarding Foreground, EC-GA Article II.26. - Article II.29. shall apply with the following additions:
8.1 Joint ownership Where no joint ownership agreement has yet been concluded: - each of the joint owners shall be entitled to Use their jointly owned Foreground on a royalty-free basis, and without requiring the prior consent of the other joint owner(s), and - each of the joint owners shall be entitled to grant non-exclusive licenses to third parties, without any right to sub-license, subject to the following conditions:
1. at least 45 days prior notice must be given to the other joint owner(s); and
2. fair and reasonable compensation must be provided to the other joint owner(s).
Foreground. The Foreground shall be owned either by the Consortium or by the SJU.
Foreground. After the completion of the project, third parties shall have the right to request and receive under licence access rights to the foreground of the participants for research use. Such access rights shall be granted on a non-exclusive basis under fair and reasonable terms, as determined in the project agreement.
Foreground. During and after completion of the project, participants and their affiliated entities shall enjoy access rights to the foreground of the other participants for research use. Such access rights shall be granted on a non-exclusive basis under fair and reasonable terms or royalty- free, as determined in the project agreement.
Foreground. 7.1. Each party shall ensure that the Work to be carried out by that party shall only be undertaken by persons who are either employed by them under a contract of service or are consultants under a consultancy contract which provides for the assignment by such consultants of all Intellectual Property created by them during the course of their duties owed to that party under such consultancy contract.
7.2. All Foreground arising from Work shall belong to CTL and CTI shall assign or procure the assignment to CTL of such Foreground. CTL shall grant CTI a royalty-free sole licence for the duration of the Work to use such Foreground exclusively for the continuing purposes of the Programme.
7.3. Improvements arising from Work carried out jointly shall belong solely to CTL and CTI shall assign and procure the assignment to CTL of such Improvements unless they shall otherwise agree.
Foreground. 8.1 Any and all Foreground that relates specifically to the Serum Cell Line and/or Serum EPO shall belong to SIIL.
8.2 Any and all trade marks, brand names, labels, literature, product inserts or get-ups created by SIIL for use in relation to Licensed Products shall belong to SIIL provided that SIIL shall not anywhere in the world use the trade xxxx EREPOXEN or any trade xxxx which is confusingly similar to it.
8.3 Any and all Foreground that relates specifically to the Lipoxen Technology shall belong to Lipoxen Technologies. Any and all trade marks, brand names, labels, literature, product inserts or get-ups created by Lipoxen for use in relation to Lipoxen Products, including the brand name EREPOXEN, shall belong to Lipoxen Technologies.
8.4 Any Foreground that is not owned by either Party pursuant to clauses 8.1 to 8.3, including any Foreground which relates exclusively to the conjugation of PSA and EPO and which relates exclusively to the PSA EPO conjugate, shall be owned jointly by the Parties. Subject to clause 8.5, the Parties shall collaborate to agree the appropriate method for the protection, development and exploitation of the Joint Foreground. For the avoidance of doubt, if any Foreground relates to the PolyXen Technology and can be used in relation to PSA EPO but also has general applicability to molecules other than EPO, it shall be owned by Lipoxen pursuant to clause 8.3 above.
8.5 Lipoxen Technologies shall have sole conduct and control of any and all patent applications made in respect of the Joint Foreground which shall be filed in the joint names of Lipoxen Technologies and SIIL. It shall submit to SIIL a draft for its perusal at least sixty ( 60 ) days (or such shorter period as is necessary in Lipoxen’s reasonable opinion to enable Lipoxen Technologies to protect the relevant invention) before filing the same with the relevant patent authorities. The cost of any such patent applications (and the cost of maintaining any patents granted in respect thereof) shall be:-
8.5.1 borne by Lipoxen Technologies in relation to patents and patent applications in the Lipoxen Territory; and
8.5.2 shared equally by the parties in relation to patents and patent applications in the SIIL Territory.
8.6 Lipoxen Technologies shall consult regularly with SIIL in relation to the patents and patent applications referred to in clause 8.5 and shall comply with all reasonable suggestions made by SIIL in relation to the prosecution of such patent applications. SI...
