Common use of Foreground Clause in Contracts

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 the Innovative Medicines Initiative Joint Undertaking under grant agreement n° [xxxxxx], resources of which are composed of financial contribution from the European Union's Seventh Framework Programme (FP7/2007-2013) and EFPIA companies’ in kind contribution.4 Furthermore, all patent applications relating to foreground filed shall be reported in the plan for the research use and dissemination of foreground, including sufficient details/references to enable the IMI JU to trace the patent (application). Any such filing arising after the final report must be notified to the IMI JU including the same details/references. 5. All publications or any other dissemination relating to foreground shall include the following statement to indicate that said foreground was generated with the assistance of financial support from the IMI JU: The research leading to these results has received support from the Innovative Medicines Initiative Joint Undertaking under grant agreement n° [xxxxxx], resources of which are composed of financial contribution from the European Union's Seventh Framework Programme (FP7/2007-2013) and EFPIA companies’ in kind contribution.5 4 This statement will have to be translated into the language of the patent filing.

Foreground. 1. Ownership of the foreground belongs in the first instance to the participant(sbeneficiary(ies) that who generated it. Participant(sBeneficiary(ies) may agree on a different allocation of ownership in the project agreement. If employees or any party working on behalf of a participant beneficiary are entitled to claim rights to foreground, the participant beneficiary 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 beneficiaries have jointly carried out work generating foreground and where no individual participant beneficiary can be identified as its owner, such participants beneficiaries 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 beneficiary shall remain free to license, assign or otherwise dispose of its ownership rights in - foreground:  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 participantsbeneficiaries, which may only be withheld where they can demonstrate that their rights would be adversely affected. Where a participant beneficiary 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 beneficiary may - without the permission of the other participants beneficiary but provided that other participants beneficiaries 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 beneficiary 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 the Innovative Medicines Initiative Joint Undertaking under grant agreement n° [xxxxxx], resources of which are composed of financial contribution funding from the European Union's Seventh Framework Programme (FP7/2007-2013) and EFPIA companies’ in kind contribution.4 for the Innovative Medicine Initiative under grant agreement n° [xxxxxx].4 Furthermore, all patent applications relating to foreground filed shall be reported in the plan for the research use and dissemination of foreground, including sufficient details/references to enable the IMI JU to trace the patent (application). Any such filing arising after the final report must be notified to the IMI JU including the same details/references. 5. All publications or any other dissemination relating to foreground shall include the following statement to indicate that said foreground was generated with the assistance of financial support from the IMI JU: The research leading to these results has received support from the Innovative Medicines Initiative Joint Undertaking under grant agreement n° [xxxxxx], resources of which are composed of financial contribution from the European Union's Seventh Framework Programme (FP7/2007-2013) and EFPIA companies’ in kind contribution.5 4 This statement will have to be translated into the language of the patent filing.

Foreground. 1. Ownership 8.1 All Foreground shall be the property of the foreground belongs Knowledge Institute that generated such Foreground. If particular Foreground is generated by more than one Knowledge Institute and if their intellectual contributions to such Foreground form an undividable part thereof, these Knowledge Institutes (individually referred to as: “Entitled Party”) shall be jointly entitled to such Foreground (hereinafter referred to as: “Joint Foreground”). The share of each of the Entitled Parties shall be determined in good faith, taking into account each Entitled Party’s relative intellectual contribution to the Joint Foreground. If Foreground has been generated independently from the (intellectual) contribution of a Knowledge Institute by one Industrial Partner or by more Industrial Partners jointly , as specified 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 ownerProject Plan, such participants shall, unless otherwise agreed Industrial Partner(s) will become the owner(s). Such Industrial Partner(s) shall have the exclusive right to file patent applications for its (/their) owned Foreground in the project agreement, have joint ownership of such foregroundits (/their) name(s) and at its (/their) expense. In case of joint ownershipownership of Industrial Parties only, unless otherwise agreed those Industrial Parties shall make additional arrangements with regard to application, acquisition and / or maintenance of their Foreground and shall designate a lead Party. The lead Party shall timely discuss with the other Party applications, reports etc. in order to give the project agreementother Party the opportunity to comment there on, each joint and Parties shall, and shall ensure that its employees, researchers, research fellows, individuals equivalent to those persons, give full cooperation and shall execute all documents, deeds and so forth as may reasonably be required in connection with the registration, protection and / or maintenance of that their Foreground. The owner has the exclusive right to file for IP Rights on its Foreground. In the event of Joint Foreground, the Entitled Parties shall have the exclusive right to file patent applications for such Joint Foreground in their names and at their expense. A Party which intends to file for IP Rights to its Foreground will inform the other Parties of such intention by invention disclosure form (hereinafter referred to as: “IDF”) (see Annex 4) in order for the other Parties to verify that no Background or Foreground of them is included. Each Party hereby grants to the other Party/Parties (including its/their Affiliated Entities and involved third parties as specified in 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 Each (joint) owner of the (Joint) Foreground is free to use its (Joint) Foreground without limitations with due observance of Article 9. 8.3 Each Party shall have the right to use another Party’s Foreground that is not protectable or will not be protected for internal activities only and not for the benefit of, nor together with third parties (other than Affiliated Entities). After dissemination of such jointly owned foregroundForeground each Party will be free to use the disseminated Foreground without any limitation. 8.4 Notwithstanding Articles 3.5, including the right 8.3 and 9.5, a Party is entitled to grant nonto a third party, being a subcontractor, a royalty-exclusive licenses, free (sub)licence under its licence to use the Foreground solely for the purpose of research activities in accordance with its tasks under the Project (to be performed by such service provider).. The Party will at all times remain responsible for such subcontractor and ensures that such third party will keep the Foreground strictly confidential in accordance with the following conditions: - Prior notice must be given to any other joint owner(s); - Fair provisions of this Consortium Agreement and reasonable compensation must be provided to the other joint owner(s). 3. Each participant that it 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 entitiesused for said research activities. 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 the Innovative Medicines Initiative Joint Undertaking under grant agreement n° [xxxxxx], resources of which are composed of financial contribution from the European Union's Seventh Framework Programme (FP7/2007-2013) and EFPIA companies’ in kind contribution.4 Furthermore, all patent applications relating to foreground filed shall be reported in the plan for the research use and dissemination of foreground, including sufficient details/references to enable the IMI JU to trace the patent (application). Any such filing arising after the final report must be notified to the IMI JU including the same details/references. 5. All publications or any other dissemination relating to foreground shall include the following statement to indicate that said foreground was generated with the assistance of financial support from the IMI JU: The research leading to these results has received support from the Innovative Medicines Initiative Joint Undertaking under grant agreement n° [xxxxxx], resources of which are composed of financial contribution from the European Union's Seventh Framework Programme (FP7/2007-2013) and EFPIA companies’ in kind contribution.5 4 This statement will have to be translated into the language of the patent filing.