Common use of Access Rights for Affiliated Entities Clause in Contracts

Access Rights for Affiliated Entities. Affiliated Entities of a Party are entitled to Access Rights under the following conditions: 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 the same conditions as to the Party to which it is an Affiliated Entity [END OF OPTION 1] [OPTION 2] on Fair and Reasonable conditions [END OF OPTION 2] and upon written bilateral agreement. Affiliated Entities which obtain Access Rights shall in return fulfil all confidentiality obligations accepted by the Parties under this Consortium Agreement as if such entities were Parties. Notwithstanding the subparagraphs of 9.5 here above, 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 with whom it is under the same control, 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 entity under the same control shall lapse. 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. 9.5.1 Each Party hereby grants Access Rights to Results and Background to any Affiliated Entities Entity of any other Party as if such Affiliated Entity was a Party are entitled to this PCA, and subject to the condition that such Affiliated Entity undertakes to grant Access Rights to 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 the following conditions: Such Access Rights must be requested this PCA by the Parties hereto, to all Parties and their Affiliated Entity from the Party that holds the Background or Results. Access Rights Entities (subject to an such Affiliated Entity shall be granted [OPTION 1] on the same conditions as Entities also having accepted such obligations) and (without prejudice to the Party Parties' obligations to which it is an Affiliated Entity [END OF OPTION 1] [OPTION 2] on Fair carry out the Action and Reasonable conditions [END OF OPTION 2] and upon written bilateral agreement. Affiliated Entities which obtain Access Rights shall in return fulfil 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 GA or this Consortium Agreement PCA as if such entities were Parties. Notwithstanding the subparagraphs of 9.5 here above, 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 ResultsEntity was a Party. Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party with whom of which it is under the same control, an Affiliated Entity and shall automatically terminate upon termination of the Access Rights granted to such Party. Upon cessation of the status as 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 entity under it based upon that undertaking shall terminate, without affecting the same control shall lapse. Further arrangements with Affiliated Entities may be negotiated in separate agreements. Additional Access Rights granted by it. For the avoidance of doubt any grant doubt, this Section 9.5 of Access Rights not covered by this Consortium Agreement shall be at the absolute discretion PCA is intended to confer a benefit on Affiliated Entities of the owning Parties by affording them the opportunity to obtain Access Rights, but it shall not oblige any Affiliated Entity of any Party and subject to such terms and conditions as may be agreed between accept the owning and receiving Parties. [Optional] The Parties agree to negotiate in good faith granting of 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 Consortiumit.

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 Entities of Entity as if such Affiliated Entity were a Party are entitled 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 the following conditions: Such Access Rights must be requested by the this Consortium Agreement, to all Parties and their Affiliated Entities (subject to such Affiliated Entity from the Party that holds the Background or Results. Access Rights to an Affiliated Entity shall be granted [OPTION 1] on the same conditions as also having given such undertaking) and (without prejudice to the Party Parties’ obligations to which it is an Affiliated Entity [END OF OPTION 1] [OPTION 2] on Fair carry out the Project and Reasonable conditions [END OF OPTION 2] and upon written bilateral agreement. Affiliated Entities which obtain Access Rights shall in return 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 entities were Parties. Notwithstanding the subparagraphs of 9.5 here above, 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 ResultsEntity was a Party. Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party with whom of which it is under the same controlan 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 entity under the same control Affiliated Entity shall lapse. Further arrangements with Affiliated Entities may be negotiated in separate agreements. Additional Access Rights For the avoidance of doubt any grant of doubt, Access Rights not covered must be requested in writing by this Consortium Agreement shall be at the absolute discretion of Affiliated Entity from the owning Party and subject to such terms and conditions as that holds the Background or Results. Alternatively, the Party granting the Access Rights may be agreed between individually agree with the owning and receiving Parties. [Optional] The Parties agree to negotiate in good faith any additional Party requesting the Access Rights to Results as might be asked for by any Party, upon adequate financial conditions to be agreed. [End of Optional] have the Access Rights for Parties entering or leaving include the Consortiumright 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 hereby grants Access Rights to Results and Background to any Affiliated Entity of any other Party as if such Affiliated Entity was a Party are entitled to this CA, and subject to the condition that such Affiliated Entity undertakes to grant licenses and user rights, on terms identical to Access Rights granted under the following conditions: Such Access Rights must be requested by the this CA, to all Parties and their Affiliated Entity from the Party that holds the Background or Results. Access Rights Entities (subject to an such Affiliated Entity shall be granted [OPTION 1] on the same conditions as Entities also having given such undertaking) and (without prejudice to the Party Parties' obligations to which it is an Affiliated Entity [END OF OPTION 1] [OPTION 2] on Fair carry out the Action and Reasonable conditions [END OF OPTION 2] and upon written bilateral agreement. Affiliated Entities which obtain Access Rights shall in return to provide Action deliverables) to fulfil all confidentiality and other obligations towards the Commission and the other Parties accepted by the Parties under the GA or this Consortium Agreement CA as if such entities were Parties. Notwithstanding the subparagraphs of 9.5 here above, 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 ResultsEntity was a Party. Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party with whom of which it is under the same controlan Affiliated Entity, and shall automatically terminate upon termination of the Access Rights granted to such Party. Upon cessation Further, if an Affiliated Entity fails in any material respect to comply with the 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 status as an Action. If any Affiliated EntityEntity 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 to such former entity hereunder or under the same control Grant Agreement to the Suing Affiliate, including rights in respect of Results or Background of the Defending Party. However, the Defending Party shall lapse. Further arrangements with Affiliated Entities may be negotiated in separate agreements. Additional 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 any grant doubt, this Section 9.5 of Access Rights not covered by this Consortium Agreement shall be at the absolute discretion CA is intended to confer a benefit on Affiliated Entities of the owning Parties by affording them the opportunity to obtain Access Rights, but it shall not oblige any Affiliated Entity of any Party and subject to such terms and conditions as may be agreed between accept the owning and receiving Parties. [Optional] The Parties agree to negotiate in good faith granting of 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 ConsortiumRights.

Access Rights for Affiliated Entities. Affiliated Entities of a Party are entitled to have Access Rights under the following conditions: conditions of the Grant Agreement Articles 25.4 and 31.4. if they are identified in Attachment 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 an have the Access Rights include the right to sublicense to the latter's Affiliated Entity Entities listed in Attachment 4. Access Rights to Affiliated Entities shall be granted [OPTION 1] on the same conditions as to the Party to which it is an Affiliated Entity [END OF OPTION 1] [OPTION 2] on Fair and Reasonable conditions [END OF OPTION 2] and upon written bilateral agreement. Affiliated Entities which obtain Access Rights shall in return fulfil all confidentiality and other obligations accepted by the Parties under the Grant Agreement or this Consortium Agreement as if such entities Affiliated Entities were Parties. Notwithstanding the subparagraphs of 9.5 here above, 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 with whom to which it is under the same controlaffiliated, 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 entity under the same control Affiliated Entity shall lapse. 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. [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 Consortiumconsortium

Access Rights for Affiliated Entities. Affiliated Notwithstanding Article II.34.3 [of the relevant Grant Agreement], Affiliate Entities of a Party are entitled to shall enjoy Access Rights under where the following conditionsParty 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 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 the same fair and reasonable conditions as to the Party to which it is an Affiliated Entity [END OF OPTION 1] [OPTION 2] on Fair and Reasonable conditions [END OF OPTION 2] and upon written bilateral agreementagreement with the owner of the Information. 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 Consortium Implementation Agreement as if such entities Affiliated Entities were Parties. Notwithstanding the subparagraphs of 9.5 here above, However a Party may refuse to grant Access Rights may be refused to another Party’s Affiliated Entities Entity which is listed in Attachment 3 if the Party asked to grant such granting is contrary Access Rights has, prior to the legitimate interests 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 which owns and the Background or objection is made within 15 calendar days of the Results. receipt of such notice.] Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party with whom to which it is under the same controlaffiliated, and shall automatically terminate upon termination of the Access Rights granted to such Party. Upon cessation In the event of the status as any change of control of an Affiliated Entity, any Access Rights granted to such former entity under Affiliated Entity shall lapse unless agreed otherwise by the same control shall lapseowning Party. 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. Affiliated Entities of a Party are entitled to have Access Rights under the following conditions: conditions of the EC-GA Article II.34.3.provided that they are listed in Attachment 4. Such Access Rights must be requested by the to Affiliated Entity from the Party that holds the Background or Results. Access Rights to an Affiliated Entity Entities shall be granted [OPTION 1] on the same conditions as to the Party to which it is an Affiliated Entity [END OF OPTION 1] [OPTION 2] on Fair and Reasonable conditions [END OF OPTION 2] and upon written bilateral agreementagreement between the 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 Parties 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 shall Rights, in return grant Access Rights to all Parties and fulfil all confidentiality and other obligations accepted by the Parties under the EC-GA or this Consortium Agreement as if such entities 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. Notwithstanding The procedure for the subparagraphs granting of 9.5 here above, Access Rights to the Parties as set out in Section 9 shall also apply to Affiliated Entities. Access Rights may be refused to Affiliated Affiliate Entities if such granting is contrary to the legitimate Legitimate interests of the Party Party, which owns the Background or the ResultsForeground. Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party with whom to which it is under the same controlaffiliated, 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 entity under the same control Affiliated Entity shall lapse. 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.