Consortia in research and development projects. A compendium

1.Introduction. Why it is worth discussing consortia at all

Consortia in R&D projects are no longer exotic in Europe — they have become the dominant form of delivering ambitious innovation projects. In Horizon Europe, with a budget of EUR 95.5 billion for 2021–2027, most research and innovation projects are implemented in the form of international consortia. In Poland, the second NCBR SMART Pathway call for consortia has a budget of PLN 1.3 billion, and the maximum funding level reaches 80%. From the perspective of funding streams, consortia are now not so much an “option” as a condition for accessing substantial innovation funding.

And yet the literature on the subject is unforgiving for consortia. Classic studies show that:

• around 50% of research alliances fail (Kogut, 1989),
• an average of 40% of R&D partnerships are assessed as unsuccessful (Kale et al., 2002),
• in the study by Reuer and Zollo (2005), only 15% of dissolved R&D partnerships were considered successful, 34% were considered failures, and 51% ended through contract expiry or unilateral withdrawal by a partner.

These two facts — growing allocations for consortia on the one hand, and a high failure rate on the other — are not contradictory. They simply show that a consortium is a highly effective instrument under certain conditions and a highly unreliable one outside them. The purpose of this article is to show how to distinguish between the two.

2.What an R&D consortium is — legal and practical definition

Under Polish law, there is no statutory definition of a consortium. The concept appears fragmentarily in the Banking Law Act (banking consortium), in the now-repealed Act on the Principles of Financing Science (scientific consortium), in public procurement law and in NCBR programme documentation — but the legislator has not formulated one uniform statutory definition.

In practice, a consortium is an unnamed contract, concluded under the principle of freedom of contract (Article 353¹ of the Civil Code), in which several entities undertake to jointly implement a specific undertaking without creating a new legal person. Its constitutive features are:

• it is an obligational relationship, not a property relationship — consortium members do not create joint assets in the sense of a company; each acts in its own name and on its own account,
• the consortium has no legal personality and no capacity to sue or be sued,
• it is most often established for a fixed period — corresponding to the project implementation period and the settlement period,
• it includes a leader or coordinator representing the consortium towards third parties, such as the funding institution or contracting authority.

From a programme perspective, three typical configurations can be distinguished:

1. Scientific consortium — composed exclusively of research organisations; most common in fundamental research programmes, such as NCN, or in Horizon Europe Research and Innovation Actions.
2. Science-industry consortium — including at least one company and at least one research organisation; the classic formula for the NCBR SMART Pathway and most Horizon Europe Innovation Actions.
3. Business consortium — composed exclusively of business entities; common in implementation, demonstration and sectoral projects.

The NCBR SMART Pathway for consortia allows all three configurations, with one important reservation: only a company may act as the consortium leader, while a research organisation and a non-governmental organisation may only participate as consortium members. In addition, large enterprises must plan cooperation with SMEs in order to receive support at all.

3.When a consortium is a good idea, and when it is not

3.1. Arguments in favour of a consortium

Access to resources that a single entity does not have. This is the classic argument: a company gains access to specialised laboratories, research infrastructure and scientific staff; the research organisation receives a real industrial problem and a commercialisation path.

Sharing costs and risk. The project budget is distributed across several consortium members, with each participating within its own scope. The own contribution of a single entity is lower than in an individual project.

Higher state-aid intensity. Under Article 25 of the GBER (Regulation 651/2014), state aid for industrial research and experimental development may be increased by a +15 percentage point bonus for effective collaboration if the project involves genuine cooperation between companies, at least one of which is an SME, or if it is implemented in at least two EU Member States, provided that no single entity covers more than 70% of eligible costs. Combined with the SME bonus (+10 percentage points for medium-sized enterprises and +20 percentage points for small enterprises) and the base aid intensity, this can lead to an 80% funding ceiling. The bonus is a real mechanism that channels money towards consortia rather than individual projects.

Complementarity of competences. In projects whose technological complexity exceeds the capabilities of a single entity — from decarbonising supply chains to artificial intelligence in precision agriculture — a consortium is often the only realistic implementation formula.

Programme requirement. In many calls, including SMART Pathway Consortia and most Horizon Europe RIA/IA calls, a consortium is simply an eligibility condition.

Market credibility. A reputable scientific partner, such as a university with a strong track record, an institute of the Polish Academy of Sciences or an institute from the Łukasiewicz Research Network, strengthens the project’s credibility in the eyes of evaluators, investors and end customers.

3.2. Arguments against a consortium

Transaction costs. Negotiating the consortium agreement, agreeing the division of work, IP, profits and reporting rules often consumes hundreds of hours of lawyers’, project managers’ and executives’ time before the project even starts.

Slower decision-making processes. Every significant change in the project requires agreement from all consortium members — in practice, from their management bodies, legal departments and sometimes supervisory bodies in the case of public universities. What takes a single entrepreneur one day may take a consortium a quarter.

Dilution of intellectual property. Jointly generated results are subject to joint ownership rules which, if not precisely regulated at the outset, become a source of long and expensive disputes after the project, when the results start to acquire market value.

Divergent objectives. For a research organisation, success is measured by publications, grants, parametric evaluation and PhDs. For a company, it is measured by implementation revenue, margin and market share. These two logics are not mutually exclusive, but they require conscious management because they lead to very different priorities at task level.

Risk of free-riding. One consortium member may minimise its real contribution, relying on the fact that others will “deliver” the result from which it will still benefit through access-rights clauses.

Reputational solidarity. The failure of one consortium member — financial problems, failure to implement, breach of confidentiality — affects the reputation of the entire consortium, including partners that have acted properly.

3.3. A simple decision test

4.Consortia with research organisations vs business consortia

4.1. Consortia with scientific organisations (academia-industry)

This is the most popular model in Polish and European R&D programmes. The economic logic is as follows: the scientific organisation contributes intellectual capital to the project — researchers, know-how and infrastructure — and often a higher state-aid intensity, up to 100% of costs for fundamental research; the company contributes the market problem, the implementation path and the own-contribution capital.

Strengths:

• a large bonus for effective collaboration in R&D modules,
• access to specialised equipment whose purchase outside the project would be uneconomic,
• the possibility of carrying out riskier work — industrial or experimental research — without the risk of fully burdening the company’s balance sheet,
• credibility of the application in the eyes of evaluators,
• access to young talent, such as PhD students and post-docs.

Weaknesses and risks:

• Different pace of work. Decision-making processes at public universities — faculty councils, chancellor, legal department, public procurement department — are longer than in the private sector; project schedules must include a margin for these processes.
• Different KPIs. A researcher is assessed on publications, grants and citations; a manager is assessed on margin, cost of production and time-to-market. Without conscious management, conflicts are structural.
• Public procurement. A university, as a contracting authority from the public finance sector, is subject to public procurement rules, which means longer purchasing procedures for equipment, services and subcontracting than in the private sector.
• Open science. Horizon Europe requires open access to peer-reviewed publications, which creates tension with the commercial partner’s trade-secret policy. This tension is managed through time embargoes and careful selection of what is published.
• IP disputes after the project ends. While the project is ongoing, everyone looks in the same direction. After the project, when results acquire value, disputes become easy if the consortium agreement did not settle the matter precisely.

Ex-post evaluations of NCBR programmes show that projects initiated by scientific organisations reach implementation less often, but more often lead to breakthrough innovations than projects initiated by companies. This is broadly consistent with global literature: universities are better partners for exploration, while companies are better at exploitation.

4.2. Business consortia

This model dominates implementation, demonstration and sectoral projects, where the task is not so much to generate new knowledge as to integrate existing solutions and test them under operational conditions.

Strengths:

• a consistent work rhythm and project-management culture,
• clear success criteria — revenue, margin, implementation,
• faster decisions and less formalism,
• real implementation competences on each side.

Weaknesses and risks:

• Competition. If partners operate in the same market, each will make sure that the other does not obtain asymmetric benefits. IP negotiations are difficult.
• Lower bonus. The absence of a scientific partner usually means a lower maximum state-aid intensity because the project does not benefit from 100% intensity for fundamental research.
• Collusion risk. Business consortia operating in the same product market must be careful about the boundaries of competition law — the exchange of commercially sensitive information and market allocation are absolute taboos, even when the project is publicly funded.

4.3. Mixed and hybrid consortia

In practice, mixed consortia dominate: one or two scientific organisations, two to four companies and, potentially, a non-governmental organisation or a local government unit. Such a configuration maximises both evaluation points and state-aid intensity, but increases coordination costs.

In programmes such as EIT KIC, Horizon clusters and larger demonstration projects, the standard composition is 7–12 partners from 4–8 countries. Such consortia require a completely different management regime than a two- or three-entity national consortium — and without an experienced coordinator and Project Management Office they are not workable.

5.Alignment and misalignment of consortium members’ interests

This is the key area in which projects most often fall apart. It is worth clearly mapping what each type of partner wants from the project.

Alignment of objectives is strongest when:

• All partners operate in the value chain of the same result, for example machine manufacturer + integrator + distributor + advisory centre.
• All partners have an interest in the commercial success of the solution, not only in its creation.
• All partners benefit from the reputational premium of participating in a reputable programme.

Misalignment of objectives is most dangerous when:

• One partner treats the project as a source of funding for its statutory activity rather than as a tool for creating a commercial result.
• A partner’s internal objectives, such as defending a PhD or obtaining internal promotion, are more important than the consortium’s objectives.
• One partner already has its own solution competing with the project and its intention is to delay rather than cooperate.

6.Intellectual property in a consortium — the foundation of everything

6.1. Basic terminology

Background — knowledge, data, know-how and intellectual property rights that each partner brings into the project from before its start. In Horizon Europe, partners must identify and describe background in writing, indicating any access restrictions, often called a background list.

Foreground (Results) — all results generated during the project, together with related rights, such as patents, copyrights, know-how, data, software and prototypes.

Sideground — knowledge generated by a partner during the project, but outside the project scope. In practice, this is a disputed concept: the consortium agreement must specify whether it exists at all and how it is treated.

Access rights — rights of partners to access one another’s background or results. They may be granted:

• for project implementation — as a rule free of charge, or royalty-free, because without them the project could not proceed,
• for exploitation of results after the project — on fair and reasonable terms, usually against payment.

6.2. Default ownership rules (Horizon Europe)

In Horizon Europe, the basic rule is simple: results belong to the beneficiary that generated them. If a result was generated jointly and individual contributions cannot be separated, it is subject to joint ownership, which must be regulated in a separate Joint Ownership Agreement, most often as an annex to the consortium agreement.

Importantly, these rules are default rules — partners may contractually decide otherwise. For example, they may agree that all results will belong to one partner, such as the entity dedicated to commercialisation, or that all results will be jointly owned. This requires a provision in the consortium agreement or a separate rights-transfer agreement.

An important Horizon Europe requirement is the preparation of a Results Ownership List (ROL) — a list of result ownership attached to the final report. Without completing it, the final report cannot be submitted, which blocks the final payment. In practice, this forces the consortium to settle ownership issues clearly by the end of the project rather than postponing them.

6.3. Polish NCBR programmes — three consortium agreement models

In NCBR programmes, including SMART Pathway, the documentation requires the consortium agreement to regulate the “rules for transferring rights to project results between the consortium leader and consortium members”, while the transfer of rights must take place against remuneration corresponding to market value.

Importantly, results do not have to belong to consortium members in proportion to their share of the project budget. NCBR leaves consortia flexibility here. In practice, one of three models is used:

6.4. The most common IP conflicts in consortia

1. Undefined background. After the project ends, one partner claims that part of the results is actually its background, to which the others have no exploitation rights.
2. Joint ownership without a joint ownership agreement. Joint ownership without a Joint Ownership Agreement is a guaranteed conflict — under Polish law, default rules on co-ownership of things in the Civil Code do not fit the specifics of IP rights.
3. No valuation when rights are transferred. Rights transferred between consortium members must be transferred against market-based remuneration. Without an expert valuation or solid benchmarking analysis, the project may face an allegation of incorrect state-aid settlement.
4. Unclear access rights to background for exploitation purposes. Partner X wants to sell a product using results whose use requires partner Y’s background. Y refuses the licence or demands unreasonable terms. If access rights were not written into the consortium agreement, exposure to conflict is complete.
5. Conflicts arising from national law. In some countries, such as Sweden, rights to results generated by a scientist belong by law to the scientist rather than the university. In international consortia, this must be assessed country by country.

7.Division of future profits from commercialisation

This is the area where conflicts are the most expensive — because it concerns money that does not yet exist at the moment the consortium agreement is signed, but which may be substantial in a hypothetical success scenario.

7.1. Basic profit-sharing models

Revenue-based royalty. The leader commercialising the result pays the other consortium members a percentage of net revenue from sales of products using the results. The percentage usually ranges from 1% to 10%, depending on the importance of a given partner’s contribution to the result. The advantage is simplicity of calculation and independence from the leader’s cost policy. The disadvantage is that payments must be made even during periods of operating loss.

Profit-based royalty. A variant of the above, where the basis is the net profit from the product line. It requires a reliable accounting of costs allocated to the line and opens the door to disputes about the allocation methodology.

Lump sum + royalty. A one-off payment at project completion or at first implementation, plus declining royalties for X years. This is often used when IP is transferred from a scientific organisation to the commercialisation leader.

Profit sharing according to a predefined formula. The entire commercialisation profit is divided according to percentages specified in the consortium agreement, regardless of who actually issues invoices. This model is less common because it requires close cooperation in controlling for years after the project ends.

Equity stake. A scientific partner or smaller SME receives shares in the company commercialising the results, often a subsidiary of the leader. This model is increasingly used for results with high potential, but it requires a well-designed corporate structure.

7.2. What to regulate in the consortium agreement

Regardless of the selected model, the consortium agreement should answer the following questions unambiguously:

• How is “revenue from commercialisation of project results” measured? This includes the product definition, the period definition and the way it is separated from the leader’s other revenues.
• Who has the right to audit the leader’s books?
• What happens if the leader sells products at “internal” prices, for example to an affiliated entity?
• How long does the obligation to pay profits last — three years, seven years, indefinitely until product withdrawal?
• What happens when results are sublicensed to a third party?
• What happens if the leader’s entire enterprise is sold — the change-of-control clause?
• How are disputes concerning settlements resolved — arbitration, mediation or ordinary courts?

8.NCBR requirements — what exactly the consortium agreement must contain

In the SMART Pathway Consortia call, NCBR provides Annex 9 to the Project Selection Regulations — Minimum scope of the consortium agreement. The documentation is updated periodically; the last major update introduced, among other things, rules on the allocation of economic rights to R&D results.

The most important mandatory elements of a consortium agreement for NCBR projects are:

1. Identification of the parties and the consortium leader. The leader must be a company; a research organisation and NGO may only act as consortium members.
2. Material scope and division of tasks — which consortium member is responsible for which work and deliverables.
3. Cost allocation and budget broken down by consortium member.
4. Rules for representing the consortium towards NCBR — the leader acts on behalf of all members.
5. Project management rules — including a coordinating body such as a Steering Committee or equivalent.
6. Rules for flow of funds — from NCBR to the leader and from the leader to consortium members.
7. Reporting rules — within the consortium and towards NCBR.
8. Ownership rules for R&D results — allocation of economic rights, including the commercialisation path.
9. Rules for transferring rights to results between the leader and consortium members — against remuneration corresponding to market value.
10. Rules on conditional grants — in the Innovation Implementation module, part of the funding is conditionally repayable.
11. Confidentiality rules.
12. Clauses on compliance with the EU Charter of Fundamental Rights and other horizontal requirements.
13. Rules on consortium members’ liability for non-performance of obligations.
14. Rules for dispute resolution and termination of the consortium agreement.

Additional practical requirements:

• Security for the grant agreement — generally a blank promissory note. NCBR confirmed that in SMART Pathway consortia, security may be required from each consortium member, including companies, for its part of eligible costs.
• De minimis aid limit — EUR 200,000. The limit was to be increased to EUR 300,000; an update to the national NCBR aid programme applies.
• VAT — as a rule, ineligible across the entire project, including for the research organisation, even if only one consortium member can recover it.
• Indirect costs — settled using a flat-rate method, 25% of direct costs of the R&D module, excluding subcontracting.
• Consequences of non-implementation — if the beneficiary, either the leader or a consortium member, does not implement the R&D results or implements them in a scope different from the application, NCBR may suspend payment or terminate the agreement with immediate effect.

9.Requirements of EU framework programmes — Horizon Europe

In Horizon Europe projects, the legal relationship is more complex:

• Grant Agreement (GA) is concluded between the European Commission and all beneficiaries, meaning the consortium. It is the contract with the funder.
• Consortium Agreement (CA) is concluded only between the consortium beneficiaries. The European Commission is not a party to it and does not approve the CA, but Article 7 of the Horizon Europe model grant agreement requires such an internal arrangement to exist, unless the call documentation expressly exempts the consortium from this obligation.

The CA is mandatory for all multi-beneficiary projects and must be signed before the GA is signed.

The standard CA template in the Horizon community is DESCA (Development of a Simplified Consortium Agreement) — a model developed by the community of earlier framework programmes, FP7 and H2020, and maintained as a living standard. Most consortia start from the DESCA template and adapt it to the specifics of the project.

Key consortium obligations under the Horizon Europe GA include:

• Identification of background in writing before the project starts.
• Mutual granting of access rights to background and results necessary for project implementation, royalty-free, and for exploitation of results, on fair and reasonable terms.
• Preparation of the Results Ownership List in the final report.
• Obligation to disseminate results and provide open access to peer-reviewed publications.
• Obligation to exploit results — continuing for up to four years after the project ends.
• Notification of changes in ownership of results to other beneficiaries and the Commission.

It is important to start negotiating the CA already at application stage, not after a positive evaluation. During the Grant Agreement Preparation phase there is usually too little time to agree complex IP, governance and profit-sharing issues.

10.Liability of consortium members

10.1. Internal liability (between consortium members)

As a rule, a consortium is an obligational relationship, not a property relationship. Each consortium member is liable for proper performance of its part of the obligations on its own account and at its own risk. There is no automatic joint and several liability unless the consortium agreement introduces it, which it often does, for example in relation to contractual penalties towards the funding institution.

10.2. External liability (towards third parties)

• Towards the contracting authority under public procurement law — Article 445(1) of the Polish Public Procurement Law establishes absolute joint and several liability of contractors jointly applying for a public contract. The internal division of duties in the consortium agreement does not remove joint and several liability towards the contracting authority; it only matters between consortium members.
• Towards NCBR and other funding institutions — in Polish programmes, each consortium member is usually liable for its own part of eligible costs, while the leader bears extended responsibility for the correctness of reporting for the entire project. In practice, the specific grant agreement must always be read.
• Towards the European Commission in Horizon Europe — beneficiaries are individually liable for their part of the grant, but the Commission may require the coordinator to repay funds that it received but had not yet distributed to partners.

10.3. Consequences of failing to implement results

This consequence is widely underestimated. In NCBR programmes, failure to implement R&D results to the extent declared in the application, or implementation in a materially different scope, results in:

• suspension of funding payments if the project is still ongoing,
• termination of the grant agreement with immediate effect,
• an obligation to repay funding with interest calculated as for tax arrears — often many years later.

This is why implementation indicators must be calibrated carefully — not maximised for evaluation points, but set realistically according to actual commercialisation capacity.

In Horizon Europe, the equivalent is the obligation to exploit results, which continues for up to four years after project completion; neglecting it may result in recovery of funding.

11.Managing a consortium project

11.1. Governance structure

As a standard, both under SMART Pathway and DESCA, a consortium project has three management levels:

1. Steering Committee / General Assembly — the highest body of the consortium, in which each consortium member has its representative. Strategic decisions include changes to the budget, consortium composition, deadlines and IP ownership.
2. Executive Committee / Executive Board in larger consortia — the operational body for day-to-day coordination.
3. Leader / Coordinator — executes decisions, represents the consortium towards the funding institution, manages reporting and distributes funds.

An Ethics Board / Advisory Board is often added in projects with a significant ethical component or in regulated areas, such as biotechnology, artificial intelligence or human-subject research; an Innovation Manager or Exploitation Manager may be responsible for preparing exploitation of results after project completion; and a Data Manager is used in projects with a large data component, as a Data Management Plan is mandatory in Horizon Europe.

11.2. Practical operating mechanisms

• Project Management Office on the leader’s side — usually at least one FTE in a smaller project and two to three FTEs in a larger one. Without a PMO, the consortium will not maintain the reporting rhythm.
• Regular meetings — Steering Committee every three to six months, Project Meeting every six months, working calls every two weeks.
• Document management system — a shared repository with version control, typically SharePoint, Confluence or dedicated project platforms such as EMDESK.
• Risk Register — a living document maintained by the coordinator, reviewed quarterly.
• Dispute-resolution mechanism — first escalation within the Steering Committee, then mediation, then arbitration or court. It is worth choosing the governing law and jurisdiction in advance.

11.3. The most common management mistakes

• Leader with a weak mandate. A leader that lacks authority over consortium members — because someone else wrote the application, because the leader is the smallest party, or because the leader is technically external — will not keep the project under control.
• No real steering committee. If decisions are made only by the leader on an ad hoc basis, without formal Steering Committee decisions, sooner or later there will be an allegation of abuse of position.
• Ignoring early-warning signals. Repeated delays in one partner’s deliverables, silence on calls, invoice delays — these are signals that there will be a problem in six months.
• No buffer for change. R&D projects generate surprises by definition: research directions change, hypotheses fail and technology takes a different path. A plan that allocates 100% of time to original tasks will always crack.

12.Success and failure statistics

Empirical data on the effectiveness of R&D consortia are — from the perspective of a partner weighing the decision to participate — sobering enough to be taken seriously.

The latest evaluations of POIR (Smart Growth Operational Programme) in Poland show that investment projects, such as purchases of R&D infrastructure, deliver faster effects — 74% of beneficiaries declared improved competitiveness. However, results of more complex R&D projects in consortia require more time for implementation and commercialisation. Importantly, POIR implementations were carried out mainly directly by beneficiaries, meaning companies, while licensing and sale of results were marginal. This confirms that the path in which “the leader commercialises and the scientific partner licenses” is easier in Polish realities than “the scientific partner sells results to a company on the market”.

In the NCBR BIOSTRATEG study, the formula of scientific consortia involving companies was assessed as effective in achieving its intended objectives, but evaluators pointed to the need to modify support rules, especially in the area of application evaluation and access criteria, because too low a threshold opened the programme to weakly resourced consortia.

13.Critical success factors

The most comprehensive study of critical success factors in university-industry consortia — Bosch Car Multimedia + University of Minho, a longitudinal analysis covering 2013–2021 — identified 34 CSFs grouped into several categories:

Initiation phase

• Early identification of all partners’ objectives, based on interviews rather than assumptions.
• Realistic assessment of competence complementarity.
• Verification of previous cooperation history or formal due diligence.

Agreement negotiation phase

• Early involvement of all partners’ legal departments.
• Discussion of IP and profit sharing before signing the CA, not after.
• A clear mandate for the leader.

Implementation phase

• Stability of the project team on each side — turnover above 30% over the project is a failure risk.
• Regular communication at operational level.
• Early dispute-resolution mechanism.
• Active risk management.

Completion and exploitation phase

• Operational preparation for exploitation before project completion, not after.
• Efficient fulfilment of reporting obligations, including the ROL in Horizon Europe.
• A plan for maintaining the relationship after project completion — further projects, R&D follow-up.

Negative risk factors identified in studies on public research centres include:

• lack of cooperation networks and team isolation,
• lack of marketing activities focused on commercialisation,
• insufficient capital, especially venture capital in the implementation phase,
• lack of administrative and financial support,
• superficial technical and commercial feasibility studies,
• lack of knowledge of technology-transfer mechanisms.

14.Other important topics that must not be overlooked

14.1. Consortium and competition law

A consortium of companies operating in the same product market must be careful about the boundaries of competition law, including Article 101 TFEU and relevant provisions of the Polish Act on Competition and Consumer Protection. Block Exemption Regulation 2023/1066 on R&D agreements exempts joint R&D projects from the prohibition of agreements restricting competition, provided that specific conditions are met, including open access to results for all partners and market-share limits. The following are not allowed:

• exchange of commercially sensitive data, such as price lists, margins or product plans outside the project scope,
• allocation of geographic or product markets,
• agreement on pricing strategy after the project ends.

14.2. GDPR and personal data

If the project involves processing personal data, such as human-subject research, employee data or partner customer data, the consortium must decide who is the controller, who is the joint controller and who is the processor. In Horizon Europe, a Joint Controller Agreement or Data Processing Agreements are required as annexes to the CA.

14.3. Open Science and the open-access obligation

In Horizon Europe, peer-reviewed publications arising from the project must be published in open access, and research data must follow the FAIR principles — Findable, Accessible, Interoperable, Reusable — “as open as possible, as closed as necessary”. The tension with the commercial partner’s trade-secret policy is managed, among other things, through:

• time embargoes on publications, usually 6–12 months,
• the commercialisation leader’s right to veto publication where justified by the need to protect future patentability,
• selection of which data are published openly and which remain restricted.

14.4. Tax aspects

• VAT — in Polish NCBR programmes, it is generally ineligible, but this does not mean it does not have to be paid; it does, but from own funds.
• Flows between consortium members — when the leader “transfers” part of the funding to a consortium member, the tax treatment varies depending on the construction of the agreement: resale of services with VAT, cost reimbursement without VAT, or a separate settlement of a consortium party. This must be agreed with a tax adviser before signing the agreement.
• State aid and CIT — some forms of aid may affect CIT settlements, such as R&D relief and innovation relief; in practice, they are not cumulated with the same subsidised costs.

14.5. Withdrawal of a consortium member

This is the least pleasant scenario. In Horizon Europe, substitution procedures exist — replacing one beneficiary with another — but this requires Commission approval and the consent of the other consortium members. In NCBR programmes, by analogy, it requires NCBR consent and usually an amendment to the grant agreement.

In practice:

• withdrawal during the project is possible, but it causes a rebalancing of the budget and tasks, and often project delay;
• withdrawal from exploitation after the project may result in recovery of part of the funding;
• bankruptcy of a consortium member requires active risk management — the CA should include pre-emptive clauses specifying who takes over tasks and on what terms.

14.6. International consortia — additional challenges

• Different legal systems concerning IP ownership, such as inventors’ rights in Germany or professor’s privilege in some Scandinavian countries.
• Export control and dual-use — some results may be subject to export-control regulations, especially in areas such as AI, biotech and materials.
• Currency risk — for multi-year projects involving different currencies, it is worth considering currency clauses or hedging.
• Cultural and linguistic differences — underestimated, yet important. An eight-partner consortium from six countries usually requires a dedicated communication facilitator.

15.When a consortium is a good or poor idea — summary

16.Final practical recommendations

1. Negotiate the consortium agreement during the application phase, not after a positive evaluation. The time between evaluation and signing the GA or NCBR agreement is usually too short for a reasonable agreement on IP and profit sharing.
2. Choose the IP model consciously — A, B or C — and justify the choice economically. The default programme rules are dispositive and can be changed.
3. Value transfers of rights between consortium members using an independent expert or solid benchmarking analysis. No valuation means a risk of allegations of incorrect state-aid settlement.
4. Include early-warning and dispute-resolution mechanisms in the agreement. Mediation-arbitration-court, rather than immediately going to ordinary court, saves money and relationships.
5. Build a Project Management Office on the leader’s side. Without dedicated staff, coordinating a consortium of four or more partners is a route to reporting problems.
6. Calibrate implementation indicators carefully. The consequences of non-implementation, including repayment of funding with interest, are painful and deferred by several years — when nobody remembers why exactly those numbers were declared.
7. Plan exploitation before the project ends, not after. In Horizon Europe, the exploitation obligation extends to four years after project completion, and the Results Ownership List must be completed in the final report.
8. Document background in writing from the first day of the project. Post-project IP conflicts most often turn on what was background and what was foreground.
9. Build time and budget buffers. R&D projects produce surprises; consortia are slower than individual projects; reporting can be absorbing. A plan without a buffer always cracks.
10. After the project ends, do not let the relationship go. The best consortia are those that, after completing one project, immediately sit down to the next. A network of trusted partners built over five to ten years is a form of capital more difficult to copy than any single technology.