Zakon o ratifikaciji Konvencije o izgradnji in delovanju Centra za raziskave z antiprotoni in ioni v Evropi in Sklepne listine konference pooblaščencev za ustanovitev Centra za raziskave z antiprotoni in ioni v Evropi (MKIDCRA)

Article 1 Establishment of the Facility

Article 2 Name and seat

Article 3 Organs

Article 4 Movement of personnel and scientific equipment

Article 5 Finance

Article 6 Contributions

Article 7 Coverage of potential VAT costs

Article 8 Arrangements with other users

Article 9 Intellectual Property

Article 10 School

Article 11 Disputes

Article 12 Depositary and entry into force

Article 13 Accession

Article 14 Duration

Article 15 Decommissioning

Article 16 Amendments to the Annex and to the Technical Documents

The Governments of

the Republic of Austria,

the People's Republic of China,

the Republic of Finland,

the French Republic,

the Federal Republic of Germany,

the Hellenic Republic,

the Republic of India,

the Republic of Italy,

the Republic of Poland,

Romania,

the Russian Federation,

the Slovak Republic,

the Republic of Slovenia,

the Kingdom of Spain,

the Kingdom of Sweden,

the United Kingdom of Great Britain and Northern Ireland,

Hereinafter referred to as "the Contracting Parties",

Desiring to further strengthen Europe's and the Contracting Party countries' position in research in the world, and to intensify scientific cooperation across disciplinary and national boundaries;

Recognizing that an internationally unique and technically innovative accelerator system will in future be of great significance for the performance of state of the art research in many different scientific fields concerned with the basic structure of matter and related areas;

Expecting other countries to participate in the activities undertaken together under this Convention;

Having decided to promote the construction and operation of a Facility for Antiproton and Ion Research in Europe for the use of the international scientific community, based on criteria of scientific excellence;

Have agreed as follows:

(1) The construction and operation of the Facility for Antiproton and Ion Research in Europe, as described in Technical Document 1, hereinafter referred to as "the FAIR facility", shall be entrusted to a limited liability company, hereinafter referred to as "the Company", which shall be subject to German law, unless otherwise provided under this Convention. The Articles of Association of the Company are attached hereto as an Annex (without specifying the shares or names of the Shareholders). The Company shall undertake activities for peaceful ends only.

(2) The Shareholders of the Company shall be appropriate bodies designated for this purpose by the Contracting Parties. The Contracting Parties shall designate such Shareholders by written notice received by the other Contracting Parties.

(3) The Company and the GSI Helmholtzzentrum für Schwerionenforschung GmbH will collaborate in the construction, commissioning and operation of the FAIR facility on the basis of long-term agreements.

The Company shall be known as the "Facility for Antiproton and Ion Research in Europe GmbH" (FAIR GmbH) and shall have its registered office in Darmstadt.

(1) The organs of the Company shall be the Shareholders' Assembly, hereinafter referred to as "the Council", and the Managing Directors, collectively forming the Management Board.

(2) Delegates to the Council shall be appointed and have their appointments terminated in accordance with a procedure determined by the Contracting Parties concerned.

(1) Subject to the requirements of national legislation, each Contracting Party shall within its jurisdiction facilitate the movement and residence of nationals of the Contracting Party countries employed by or seconded to the Company or doing research using the Company's facilities and of the family members of such nationals.

(2) Each Contracting Party shall within its territory and in accordance with the law in force facilitate the issuance of transit documents for temporary imports and exports of scientific equipment and samples to be used for research using the Company's facilities.

(1) Each Contracting Party shall ensure that the Shareholder(s) which it has designated has/have sufficient resources to cover the Shareholders' contribution to the annual budget of the Company.

(2) The construction of the FAIR facility shall start on the basis of the funding commitments set out in Article 6 in accordance with the document "The Modularized Start Version – A stepwise approach to the realization of the Facility for Antiproton and Ion Research in Europe (FAIR)", attached as Part B of Technical Document 1.

(3) The construction costs shall be the sum of all expenditures on construction (personnel costs, recurrent expenditure and capital expenditure).

(4) The construction costs of the Modularized Start Version, as described in Part B of Technical Document 1, are expected to be 1,027 million euro (one thousand and twenty-seven million euro) at January 2005 prices.

(5) A table showing the estimated annual incidence of expenditure for both construction and operation, including provision for development of the FAIR facility is attached as Technical Document 2.

(6) The final goal remains the realization of the FAIR facility as described in the Baseline Technical Report, a summary of which is attached as Part A of Technical Document 1.

(7) The Council shall review at least annually the actual and forecast construction costs. If at any time it appears to the Council, having regard to the expected costs specified above and the specifications set out in Technical Document 2, that the FAIR facility may not be satisfactorily completed, the Council, on the advice of the Managing Directors, shall adopt cost reduction measures.

(8) The Council acting unanimously may approve a modification of the construction costs.

(9) An estimation of the annual operating costs for full operation of the FAIR facility is given in Technical Document 2.

(1) The German Contracting Party shall make available for the Company's use, free of charge and ready to build on, the site in Darmstadt marked on the plan attached as Technical Document 3.

(2) At the time of signing this Convention, the Contracting Parties commit to make the following contributions towards construction costs in cash and/or in kind (all amounts refer to January 2005 prices):

(3) The Contracting Parties expect that during the construction period further efforts will be made permitting the FAIR facility as described in the Baseline Technical Report to be realized.

(4) The procedure for the acceptance of in-kind contributions and the related evaluation method is supplied with this Convention as Technical Document 4.

(5) Use of the FAIR facility by the scientific community of a Contracting Party presupposes that the Shareholder(s) of that Contracting Party participate appropriately in covering the operating costs of the FAIR facility. The corresponding repartition scheme shall be agreed by the Council not later than three years after the start of the construction period.

(6) The Contracting Parties shall ensure that their Shareholders contribute to operating costs in accordance with the agreed scheme.

(7) Changes of contributions to construction costs and to operating costs, the admission of new Shareholders, increases in the shares held by an existing Shareholder, as well as the transfer of shares or parts thereof of the Company mentioned in Article 1 shall be governed by the Articles of Association, attached as an Annex, which authorise the Council to take decisions on such matters.

(1) The Company shall be subject to the general regulations for value added tax (VAT) under German law.

(2) As far as a Shareholder's contributions to construction costs and to operating costs are subject to VAT, this VAT due will be borne by the Contracting Party that levies the tax.

(3) As far as a Shareholder's contributions to construction costs and to operating costs are not subject to VAT and this results in an exclusion from, or a reduction of, the Company's right to deduct or claim a refund of the VAT paid by the Company to third parties, this non-deductible VAT will be borne by the Contracting Party that levies the tax.

Arrangements for long-term use of the FAIR facility by Governments or groups of Governments not acceding to this Convention, or by establishments or organisations thereof, may be made by the Company subject to the unanimous approval of its Council.

(1) In accordance with the objects of the present Convention the term "Intellectual Property" shall be understood in accordance with Article 2 of the Convention Establishing the World Intellectual Property Organization signed on 14 July 1967.

(2) With respect to questions of Intellectual Property, the relations between the Contracting Parties will be governed by the national legislation of the Contracting Party countries, as well as on the basis of the corresponding provisions of agreements on cooperation in science and technology between the European Community and non-EU Contracting Parties.

The German Contracting Party shall support efforts for educational access to public or private international schools in the Federal Republic of Germany for children of the Company's staff, or of other staff seconded to or active with the Company.

(1) The Contracting Parties shall endeavour to settle by negotiations any dispute concerning the interpretation or application of this Convention.

(2) If the Contracting Parties cannot reach agreement on the settlement of a dispute, each of the Contracting Parties concerned may submit the dispute for decision to an arbitral tribunal.

(3) Each Contracting Party being a party to the dispute shall appoint an arbitrator; nevertheless, if the dispute is between one of the Contracting Parties and two or more other Contracting Parties the latter shall choose one arbitrator in common. The arbitrators thus appointed shall choose a national of a country other than the countries of the Contracting Parties in dispute to act as umpire and to assume the functions of Chairman of the arbitral tribunal, with a casting vote in the event that the votes of the arbitrators are equally divided. The arbitrators shall be appointed within two months from the date of the request for a settlement by means of arbitration, the Chairman within three months from that date.

(4) If the time limits specified in the foregoing paragraph are not observed and no other arrangement is made, each party to the dispute may request the President of the Court of Justice of the European Union or, if appropriate, of the International Court of Justice to make the necessary appointments.

(5) The arbitral tribunal shall take its decisions by a simple majority.

(6) The arbitral tribunal shall take its decisions on the basis of paragraph 1 of Article 38 of the Statute of the International Court of Justice. Its decisions shall be binding.

(7) The tribunal shall determine its rules of procedure in accordance with Chapter III of Part IV of the Convention for the Pacific Settlement of International Disputes signed at The Hague on 18 October 1907.

(8) Each party to the dispute shall bear its own costs and an equal share of the costs of the arbitral proceedings.

(9) The tribunal shall base its decisions on the rules of law applicable to the dispute under consideration.

(1) This Convention shall enter into force on the first day of the second month after all signatory Governments have notified the Government of the Federal Republic of Germany as depositary of this Convention that the national approval procedure has been completed.

(2) The Government of the Federal Republic of Germany shall promptly inform all signatory Governments of the date of each notification provided for in the foregoing paragraph and the date of entry into force of this Convention.

(3) Before the entry into force of this Convention, the Contracting Parties may agree that part or all of the Articles set out in this Convention be applied provisionally.

(1) After the entry into force of this Convention, any Government may accede thereto with the consent of all Contracting Parties upon the conditions negotiated. The conditions of accession shall be the subject of an agreement between the Contracting Parties and the acceding Government or group of Governments.

(2) Governments signing this Convention within a period of twelve months after its initial signing shall do so under the same conditions as the Contracting Parties.

(1) This Convention is concluded for an initial period ending on 31 December 2025 and shall remain in force after that date for successive periods of ten years each, with a reaffirmation of the scientific and technical direction of the FAIR facility issued for each new ten-year period on the basis of a review paper approved by the Council of the Company.

(2) A Contracting Party may withdraw from this Convention with three years' notice, such notice to be given to the Government of the Federal Republic of Germany. Withdrawal may take effect only on 31 December 2025 or at the end of each successive period of ten years.

(3) This Convention shall remain effective as between the remaining parties. The conditions and effects of withdrawal from this Convention by a Contracting Party, in particular its share in the costs of dismantling the Company's plant and buildings and compensation for losses, shall be settled by agreement among the Contracting Parties before the withdrawal of a Contracting Party takes effect.

The German Contracting Party shall be responsible for the costs of dismantling the FAIR facility beyond the sum of twice the annual operating budget based on the average of the last five years of operation.

(1) The Contracting Parties agree that by decision of the Council of the Company the Annex to this Convention as well as the Technical Documents may be amended without any requirement for the Convention to be revised, provided that such amendments do not conflict with this Convention. Amendments to the Annex shall require the approval of the Council of the Company by unanimous vote.

(2) This Convention has as an integral part the following Annex:

Articles of Association of the "Facility for Antiproton and Ion Research in Europe GmbH" (FAIR GmbH).

Furthermore, it refers to the following Technical Documents:

In witness whereof, the undersigned representatives, having been authorized thereto by their respective Governments, have signed the present Convention.

Done at Wiesbaden this 4 October 2010, in the English, French, German, Russian and Spanish languages, apart from the Technical Documents, which are only done in the English language, all texts being equally authentic, in a single original, which shall be deposited in the archives of the Government of the Federal Republic of Germany, which shall transmit a certified true copy to all Contracting Parties and acceding Governments, and subsequently notify them of any amendments.

For the Government of the Republic of Austria

For the Government of the People's Republic of China

For the Government of the Republic of Finland

For the Government of the French Republic

For the Government of the Federal Republic of Germany

For the Government of the Republic of India

For the Government of the Hellenic Republic

For the Government of the Republic of Italy

For the Government of the Republic of Poland

For the Government of Romania

For the Government of the Russian Federation

For the Government of the Slovak Republic

For the Government of the Republic of Slovenia

For the Government of the Kingdom of Spain

For the Government of the Kingdom of Sweden

For the Government of the United Kingdom of Great Britain and Northern Ireland

Annex to the FAIR Convention

Articles of Association

of the "Facility for Antiproton and Ion Research in Europe GmbH'' (FAIR GmbH)

Hereinafter referred to as "the Shareholders" ("Gesellschafter" within the meaning of the German Law on Companies with Limited Liability);

Having regard to the Convention concerning the Construction and Operation of a Facility for Antiproton and Ion Research in Europe, hereinafter referred to as "the Convention", signed in [fill in location] on [fill in signing date], between the Contracting Parties defined in the preamble of the Convention and hereinafter referred to as "the Contracting Parties";

Noting that the [fill in country] organisation [fill in name] and the [fill in country] organisation [fill in name] have formed a consortium [fill in name] for their participation in the Company and that the [number and name] organisations have formed a consortium [fill in name] for their participation in the Company and that, although all organisations have signed the present Articles of Association, only the consortium [fill in name] represented by the [fill in name] and the consortium [fill in name] represented by [fill in name] are Shareholders of the Company;

Hereby agree to establish a limited liability company (Gesellschaft mit beschränkter Haftung – GmbH) under German law, in particular the German Law on Companies with Limited Liability (Gesetz betreffend die Gesellschaften mit beschränkter Haftung – GmbHG), namely, the "Facility for Antiproton and Ion Research in Europe GmbH" (FAIR GmbH), hereinafter referred to as "the Company".

Chapter I General provisions

Article 1 Name, registered office, financial year, definition of a SHARE

Article 2 Relationship to the GSI Helmholtzzentrum für Schwerionenforschung GmbH

Article 3 Objects

Article 4 Public-benefit character

Article 5 Share capital

Article 6 Shareholders

Article 7 Organs

Chapter II The Council

Article 8 Members of the Council

Article 9 Chairperson and Vice-Chairperson of the Council

Article 10 Meetings of the Council

Article 11 Powers of the Council

Article 12 Voting procedure, resolutions

Chapter III Management of the Company

Article 13 Managing Directors and Management Board

Article 14 Representation of the Company

Article 15 Remit of the Managing Directors

Chapter IV Cooperation between the Company and the Shareholders

Article 16 Definitions

Article 17 Intellectual Property

Article 18 Inventions

Article 19 Confidentiality

Chapter V Committee

Article 20 Scientific Council

Chapter VI Financial matters

Article 21 Annual financial statement

Article 22 Audit rights of Shareholders

Chapter VII Changes in shareholdings

Article 23 Admission of new Shareholders and transfer of SHARES

Article 24 Redemption or compulsory assignation of SHARES

Article 25 Withdrawal of a Shareholder

Chapter VIII Termination of the Company

Article 26 Liquidation of the Company or change of its objects

Chapter IX Miscellaneous

Article 27 Liability

Article 28 Applicable law

Article 29 Entry into force

Article 30 Languages

Article 31 Severability

Article 32 Announcements

(1) The Company is a limited liability company (Gesellschaft mit beschränkter Haftung – GmbH) with the name "Facility for Antiproton and Ion Research in Europe GmbH" (FAIR GmbH).

(2) The Company shall have its registered office in Darmstadt, Federal Republic of Germany.

(3) The financial year shall be the calendar year. The first year of business shall be a short financial year ending on 31 December of that year.

(4) In the following text the word "SHARE" (in capital letters) ("Geschäftsanteil" within the meaning of the GmbHG) represents a fraction of the Company which a Shareholder has subscribed in consideration of its primary deposit ("Stammeinlage" within the meaning of the GmbHG). The value of the SHARE shall be in proportion to the corresponding fraction of the share capital (see Article 5) subscribed by the Shareholder.

The Company and the GSI Helmholtzzentrum für Schwerionenforschung GmbH in Darmstadt will collaborate closely in the construction, commissioning and operation of the Facility for Antiproton and Ion Research in Europe (hereinafter referred to as "the FAIR facility") on the basis of long-term agreements.

(1) The Company shall pursue exclusively and directly public-benefit objects within the meaning of the chapter headed "Tax-privileged purposes" ("Steuerbegünstigte Zwecke") in the German Fiscal Code (Abgabenordnung – AG). The objects of the Company shall be the advancement of science and research.

(2) These objects shall be put into effect in particular through

a) the construction, operation, and further development of the FAIR facility including facility specific research and development; and

b) scientific research and development with antiprotons and ions conducted using the FAIR facility.

(3) The Company may take on further tasks associated with research and technical development, such as, technology transfer, scientific education programmes, development of accelerators and scientific machines and equipment for research purposes.

(4) The results of the research work undertaken at and/or by the Company, in principle, shall be published or otherwise made generally accessible.

(1) The Company shall act altruistically and shall not primarily pursue its own economic purposes.

(2) The Company's funds and resources shall be used exclusively for the objects set out in Article 3. The Shareholders may receive neither profit shares nor any other allocations from the funds and resources of the Company.

(3) No person may be favoured by means of expenditure not related to the objects of the Company or disproportionately high remuneration.

The share capital ("Stammkapital" within the meaning of the GmbHG) of the Company shall amount to € 25,000.00 (in words: twenty-five thousand euro).

(1) In accordance with the Convention and the contributions of the respective Contracting Parties, each Shareholder shall subscribe one or more SHARES with the following total nominal value ("Nennbetrag" within the meaning of the GmbHG) based on its relative contribution to the construction costs:

(2) Each Shareholder shall subscribe at least 1% of the share capital. The primary deposits ("Stammeinlagen" within the meaning of the GmbHG) shall be paid in cash with the full amount due immediately upon incorporation.

The organs of the Company shall be:

a) the Shareholders' Assembly ("Gesellschafterversammlung" within the meaning of the GmbHG), hereinafter referred to as "the Council"; and

b) the Managing Directors ("Geschaftsführer" within the meaning of the GmbHG).

The Shareholders of each Contracting Party may be represented in the Council by a maximum of two delegates, representing all Shareholders of that Contracting Party. Delegates to the Council shall be appointed and have their appointments terminated by all Shareholders of each Contracting Party. The Shareholders of each Contracting Party shall inform the Chairperson of the Council in writing of any appointment or termination of appointments of its delegates to the Council without undue delay.

The Council shall elect a Chairperson and a Vice-Chairperson from the delegations of the Shareholders of different Contracting Parties for a period of office not exceeding two years. Following their election, the Chairperson and Vice-Chairperson shall become supra partes and leave their delegations. Consecutive re-election shall be permitted only once for a second term not exceeding two years.

(1) The Council shall meet at least twice a year.

(2) Meetings of the Council shall be convened by the Chairperson of the Council.

(3) Meetings of the Council shall be convened also at the request of at least two Shareholders of different Contracting Parties. Extraordinary meetings of the Council may be convened also at the request of the Managing Directors, where required in the interests of the Company.

(1) Save as otherwise provided in these Articles of Association, the Council shall be responsible in all cases provided by law. The Council may issue instructions to the Managing Directors.

(2) The following matters shall require approval of the Council by unanimous vote:

a) admission of new Shareholders;

b) transfer ("Übertragung" within the meaning of the GmbHG) of SHARES or parts thereof between Shareholders of different Contracting Parties;

c) share capital increases;

d) amendments to these Articles of Association;

e) mergers or splits of the Company;

f) dissolution of the Company;

g) the Financial Rules of the Company;

h) arrangements for long-term use of the FAIR facility by Governments or groups of Governments not acceding to the Convention, or by establishments or organisations thereof; and

i) the repartition scheme for operating costs in accordance with Article 6(5) of the Convention.

(3) The following matters shall require approval of the Council by a qualified majority:

a) election of its Chairperson and Vice-Chairperson;

b) medium-term scientific programme;

c) annual budget, resource planning (finance and staff) and medium-term financial estimates;

d) adoption of the annual financial statement ("Jahresabschluss" within the meaning of the GmbHG);

e) appointment, employment and termination of the appointments of the Managing Directors;

f) establishment of committees;

g) policy for the allocation of beam time at the experimental set-ups;

h) short and medium-term arrangements for use of the Company's scientific equipment and facilities by national or international scientific organisations;

i) procurement rules;

j) Rules of Procedure of the Council; and

k) redemption ("Einziehung" within the meaning of the GmbHG) or assignation of SHARES or parts thereof.

(4) The initial long-term agreements with the GSI Helmholtzzentrum für Schwerionenforschung GmbH specified in Article 2 of these Articles of Association shall require the approval of the Council by unanimous vote. Later decisions regarding existing long-term agreements with the GSI Helmholtzzentrum für Schwerionenforschung GmbH and amendments to those agreements shall require the approval of the Council by a qualified majority.

(5) All other resolutions of the Council shall require a simple majority unless mandatory law or these Articles of Association provide otherwise.

(6) Resolutions on matters related to the regulatory requirements of the Federal Republic of Germany on public health and safety, permits and on the protection of the environment may not contravene German law.

(1) For every 1 (one) euro of share capital held, the holder shall be entitled to one vote. All Shareholders shall have the opportunity to vote. Each Shareholder may cast all of its votes only in a single block, exercisable by the delegates designated for this purpose by the relevant Shareholder. Shareholders nominated by a single Contracting Party may cast their votes only jointly and in a single block.

(2) A "simple majority" means 50% of the votes cast and the Shareholders of no more than half of the Contracting Parties voting against.

(3) A "qualified majority" means a majority of at least 75% of the votes cast and the Shareholders of no more than half of the Contracting Parties voting against.

(4) A "unanimous vote" means at least 90% of the votes cast and no unfavourable vote.

(5) Council meetings shall only be quorate if two thirds of the entire share capital is represented. If less than two thirds of the share capital is represented, a new meeting of the Council with the same agenda shall be called immediately. This new meeting of the Council shall be quorate regardless of the proportion of share capital represented, but only if this is expressly stated in the invitation to such new meeting of the Council.

(1) The Company shall have at least two Managing Directors.

(2) The Managing Directors shall include one person who is a scientist and at the same time this person shall be the Chairperson of the Management Board; another shall be the Administrative Director. The division of responsibilities between the Managing Directors shall be established by the Council in Rules of Procedure for the Management Board.

(3) Managing Directors shall be appointed for a period not exceeding five years. Appointment, employment and termination of the appointment of Managing Directors as well as any amendment or extension to their contracts of employment shall be subject to approval by the Council and shall be signed by the Chairperson of the Council on behalf of the Company.

The Company shall be represented by two Managing Directors acting jointly or by one Managing Director acting jointly with an authorised signatory ("Prokurist" within the meaning of the German Commercial Code (Handelsgesetzbuch – HGB)).

The Managing Directors shall manage the Company conscientiously and with due diligence in the interests of the Company, and in accordance with

a) the Convention and the statutory law of the Federal Republic of Germany, insofar as it does not contradict the Convention;

b) these Articles of Association as from time to time amended;

c) the Rules of Procedure for the Management Board adopted by the Council;

d) the directions and resolutions of the Council; and

e) the agreements between the Contracting Parties.

The following definitions shall apply in the context of Articles 17 and 18:

a) "Knowledge" means information, technical documentation, know-how, software and materials, regardless of the form or medium in which they are disclosed or stored and whether or not they are protected.

b) "Background" means the knowledge generated prior to the signature of these Articles of Association.

c) "Foreground" means the knowledge generated by the work carried out following signature of these Articles of Association in the framework of the Company's activities.

d) "Invention" means the knowledge for which utility models or patents can be obtained, i.e. is industrially applicable, displays an element of novelty and exhibits an inventive step.

(1) Shareholders shall grant to the Company, free of charge and without any restriction, a non-exclusive and non-transferable licence for the use of their Background, whether protected or not, of which they can legally dispose, and which is needed for the purposes of their cooperation in the Company.

(2) Shareholders shall also grant to the Company, free of charge and without any restriction, a non-exclusive and non-transferable licence for the use of their Foreground and further improvements, whether protected or not, of which they can legally dispose, and which they have generated in the framework of their cooperation in the Company.

(3) Save where covered by separate contractual agreement, all Intellectual Property produced by staff employed by the Company shall be owned by the Company.

(4) On request, the Company shall grant to Shareholders and publicly-funded research institutions designated by them, free of charge, a non-exclusive and non-transferable licence for the use of its Intellectual' Property in their research activities. For purposes other than research, a licence may be granted to Shareholders on fair and reasonable terms. Subject to approval by the Shareholder concerned, the Company may grant to any natural or legal person in the country or countries of that Shareholder a licence on fair and reasonable terms for purposes other than research, except where the Council resolves otherwise.

(5) If the Company seeks to obtain a licence from a third party for the use of Intellectual Property, the Company shall use its best endeavours to obtain a right under such licence to grant sub-licences to any of the Shareholders as set out in paragraph 4 above.

(1) In relation to Inventions made by the Company's staff, the Company shall apply the rules of the German Law on Inventions by Employees (Gesetz über Arbeitnehmer-erfindungen – ArbnErfG). If the Company decides not to apply for a patent in one or more countries, with the consent of the Company, the employee who made the Invention may apply for such protection in his or her own name, at his or her own expense and for his or her own benefit.

(2) In relation to Inventions made in the course of their work at the Company by staff seconded to the Company by a Shareholder, the following provisions shall apply:

a) Subject to legislative or contractual provisions applicable to Inventions of employees, the seconding Shareholder shall be the owner of all rights in the Inventions made solely by the seconded employee. The seconding Shareholder shall have the right to apply in any country in its own name, at its own expense and for its own benefit for patents necessary for the protection of such Inventions. The Company and the other Shareholders shall have free of charge the right of use of the Inventions for research purposes and the right to a licence for purposes other than research on fair and reasonable terms. In addition, the Shareholder owning the rights shall not refuse to grant, at the request of another Shareholder, to any natural or legal person in the country or countries of the Shareholders a licence for purposes other than research on fair and reasonable terms. By contractual agreement between the Shareholders concerned and the Company, or by resolution of the Council, certain Inventions may be identified, in respect of which a Shareholder is not obliged to grant a licence to the Company, to other Shareholders or, at the request of another Shareholder, to any natural or legal person in that Shareholder's country.

b) The Company shall receive a share of the net returns from all licences granted by the owner of the rights for purposes other than research, the said share to be determined having regard to the respective contributions to the Inventions made by the Company and the individual seconded.

c) When applying for Intellectual Property rights and granting licences, the Company and the Shareholders shall consult each other in cases of doubt and shall refrain from actions which may prejudice the Company or Shareholders.

d) The Company shall be the sole owner of all rights in those Inventions made by employees seconded by a Shareholder as part of its in-kind contribution to the establishment of the Company together with employees of the Company or together with employees seconded by other Shareholders as part of their in-kind contributions to the establishment of the Company.

e) If Inventions are made by a seconded employee of one Shareholder jointly with seconded employees of another Shareholder, these joint Inventions shall belong to both partners, who shall reach an agreement in each individual case on the sharing and joint exploitation of the Invention. The provisions of subparagraph a) above shall apply to such Inventions.

f) Save where contractual agreement provides otherwise, the Company shall be the sole owner of all rights in those Inventions made by employees seconded by a Shareholder together with Company staff or with employees seconded by another Shareholder as part of its in-kind contribution to the establishment of the Company.

(3) In relation to Inventions made by staff of the Company jointly with staff of a Shareholder not seconded to the Company, these Inventions shall belong to both partners, who shall reach an agreement in each individual case on the sharing and joint exploitation of the Invention. This agreement should follow the provisions laid out in paragraph 2 above.

(1) In relation to third parties, Shareholders shall treat as confidential all information and objects that have not been published and are conveyed in confidence by another Shareholder or the Company. The receiving Shareholder may use such information and objects only for purposes consistent with the terms of these Articles of Association and of a non-commercial kind. Disclosure of confidential information or objects shall require the express written consent of the conveying Shareholder or the Company.

(2) The confidentiality obligation established in paragraph 1 above shall not apply to objects or types of information that

a) have been developed or are being developed by the receiving Shareholder independently of the information;

b) are part of the generally accessible state of the art or acquire that status without any action on the part of the receiving Shareholder;

c) were already in the possession of the receiving Shareholder at the time of the disclosure; or

d) were lawfully disclosed to a Shareholder by a third party in lawful possession thereof free of any obligation to maintain confidentiality.

(3) The confidentiality obligation established in paragraph 1 above shall end five years following the day on which the dissolution of the Company is recorded in the Commercial Register. Shareholders shall impose the same obligation of confidentiality on all of their affiliates and subcontractors, their employees and all other personnel working for a Shareholder who may have access to confidential information.

(1) The Scientific Council consisting of external members who are outstanding scientists shall advise the Council and the Managing Directors in scientific and technical matters of fundamental importance.

(2) The Scientific Council shall comprise 8 to 12 members. These shall be appointed by the Council on the proposal of the Scientific Council and after consultation with the Managing Directors.

(3) The Scientific Council shall elect a chairperson. The Scientific Council shall adopt its own rules of procedure which shall require the approval of the Council.

(1) Within three months following the end of the financial year, the Managing Directors shall prepare the annual financial statement and management report ("Lagebericht" within the meaning of the GmbHG). The rules of the HGB regarding the preparation and audit of the annual financial statement and management report for large-scale corporations shall apply mutatis mutandis.

(2) The annual financial statement and management report shall be verified by a certified independent auditor ("Abschlusspriifer" within the meaning of the HGB). The auditor shall be appointed by resolution of the Council before the end of the financial year to be audited. The appointment of the auditor shall be made on an annual basis. An auditor may be re-appointed. Immediately following appointment, the auditor is to be instructed, inter alia, to audit the proper conduct of business (section 53(1) No 1 of the Law on Budgetary Principles for Federation and Länder (Gesetz über die Grundsätze des Haushaltsrechts des Bundes und der Länder – HGrG) of 19 August 1969(1)) and to supplement the report in accordance with section 53(1) No 2 of the HGrG.

(3) Without delay following receipt of the audit report ("Prüfungsbericht" within the meaning of the HGB), the Managing Directors must present to the Council a copy of the annual financial statement, the original of which must bear the legally binding signatures of the Managing Directors, as well as the management report together with the audit report including a written statement. Within the first six months following the end of the financial year, the Council shall take a decision on the adoption of the annual financial statement.

Each Shareholder has the right to audit if this is required by national law for the purposes of public funding.

(1) In the event of any change in the financial contributions of a Contracting Party, the Shareholders involved shall execute the corresponding transfer of SHARES.

(2) The Company shall be open to the admission of new Shareholders designated by the relevant Contracting Party or Parties. The Council shall have authority to decide upon conditions of accession for new Shareholders.

(3) Unless otherwise agreed by the Council in the context of a share capital increase, a new Shareholder shall acquire SHARES or parts thereof from one or more of the existing Shareholders.

(4) The acquisition of SHARES or parts thereof from an existing Shareholder requires the approval of the Council by unanimous vote. Such approval shall be presumed, if the acquiring Shareholder has been designated by the same Contracting Party as the ceding Shareholders).

(5) Any decision on the transfer of SHARES or parts thereof shall become conclusive upon recording the Council's resolution and be declared by the Managing Directors.

(1) Redemption of SHARES or parts thereof of a Shareholder shall be permitted provided that the Shareholder consents thereto.

(2) Redemption of SHARES or parts thereof of a Shareholder without the consent of the Shareholder shall be permitted, if

a) the assets of the Shareholder become part of insolvency proceedings or the petition to open insolvency proceedings has been dismissed due to the lack of assets;

b) the SHARES of the Shareholder become the target of execution proceedings, provided that such proceedings have not been discontinued within a period of three months and/or the SHARES have not already been realized in that period;

c) the Shareholder violates its fundamental obligations under these Articles of Association or under the Company's internal bylaws, including the case where it is in arrears for a period in excess of three years in the making of its cash or in-kind contributions.

In these cases, the Shareholder concerned shall have no voting right in the decision on redemption, and its votes may not be taken into consideration in determining the majority achieved. Nevertheless, the Shareholder shall have the right to attend the relevant Council meeting and to justification before the resolution concerning the redemption or assignation is taken.

(3) Upon redemption the Shareholder concerned shall receive a settlement payment from the Company amounting to the nominal value of its SHARES. In the cases covered by paragraph 2 a) and b) above, a potential acquirer shall not become Shareholder but shall receive a settlement payment amounting to the nominal value of the SHARES concerned.

(4) Instead of the redemption of SHARES, the Council may resolve by qualified majority that the SHARES be assigned

a) to one or more of the remaining Shareholders that are willing to acquire such in addition to their own SHARES, or

b) to a new Shareholder within the meaning of Article 23(2), in consideration of a settlement payment in the same amount as foreseen in paragraph 3 above. This is also possible in the form that a part of the SHARES is redeemed and the other part is assigned. The settlement payment shall be made by the Shareholders to which the SHARES or parts thereof are assigned.

(5) The validity of a redemption or assignation shall not depend on payment of the settlement amount.

(6) Any decision upon the redemption or assignation of SHARES or parts thereof shall become conclusive upon recording the Council's resolution and be declared by the Managing Directors.

A Shareholder withdrawing from the Company without the Company being liquidated may claim only a settlement payment limited to the nominal value of its SHARES.

(1) In the event of a Shareholder's exit from the Company, dissolution of the Company or the Company's objects ceasing to be tax-privileged, Shareholders may not recover more than their paid-up capital shares and the fair market value of their non-cash capital contributions.

(2) In the event of the Company's dissolution or its objects ceasing to be tax-privileged, its assets, to the extent that their value exceeds the paid-up capital shares of the Shareholders and the fair market value of the non-cash capital contributions of the Shareholders, shall be transferred to the GSI Helmholtzzentrum für Schwerionenforschung GmbH, which shall use the assets directly and exclusively for public-benefit objects, or, following consultation with the German tax authorities, to another tax-privileged corporation or public-law entity, for the use of science and research.

(1) The Shareholders shall ensure that the Company procures sufficient insurance to cover loss and damage to persons or goods caused by personnel seconded or scientists and experts invited to the Company, to the extent that such liability is not already covered by other insurance. Loss and damage caused by wilful misconduct or gross negligence shall be excluded.

(2) In matters of liability which cannot be resolved in accordance with paragraph 1 above, the Shareholders shall consult each other immediately for the purposes of claim settlement.

These Articles of Association shall be subject to the laws of the Federal Republic of Germany.

These Articles of Association shall enter into force upon signature by the Shareholders and notarisation.

These Articles of Association are drawn up in the English, French, German, Russian and Spanish languages. The German version shall be submitted to the relevant German court supervising the Commercial Register for entry in that register.

(1) Should any provision of these Articles of Association be or become void or invalid in whole or in part, the validity of the other provisions thereof shall not be affected.

(2) The invalid provision shall be replaced by a valid provision that to the extent possible fully implements the spirit and purpose of the invalid provision.

(3) The same shall apply in the event that these Articles of Association fail to cover an issue that was meant to be part hereof.

Announcements of the Company required by law shall be published in the German Electronic Federal Gazette (Elektronischer Bundesanzeiger), on the website of the Company and, in addition, in an appropriate Gazette of the European Union.

(1) Following discussions on possible future directions for the facilities of the Gesellschaft für Schwerionenforschung mbH (GSI), the GSI started developing a concept in 2000 for a facility for international antiproton and ion research located at the site of the GSI in Darmstadt.

On the basis of a Conceptual Design Report containing a multitude of scientific and technical contributions from around the world the facility concept was evaluated and endorsed by the German Council of Science and Humanities (Wissenschaftsrat) in 2002.

The decision of the Government of the Federal Republic of Germany in 2003 to establish the proposed facility was followed by the development of a staged construction and science programme.

An International Steering Committee was created. The constituent meeting of the FAIR International Steering Committee took place on 2 February 2004.

For the tracking of the development of science and research programmes, technical design, construction planning, and R&D activities, a working group for scientific and technical issues (STI-FAIR) was established. Another working group for administrative and financial issues (AFI-FAIR) was set up to manage the legal, financial and management structure, procedures and legal documents.

In 2004, a large number of institutions from various countries expressed their interest in participating in or contributing to the future FAIR facility by signing Letters of Intent.

By the end of February 2007 the Governments of Austria, China, Finland, France, Germany, Greece, India, Italy, Poland, Romania, Russia, Spain, Sweden and the United Kingdom of Great Britain and Northern Ireland had signed a Memorandum of Understanding to provide the basis for international cooperation during the preparatory phase of FAIR.

On 7 November 2007 representatives of ten of the fourteen parties to the Memorandum of Understanding signed the Communique on the Official Launch of the Facility for Antiproton and Ion Research in Europe (FAIR), by which they jointly announced the beginning of the realization of the FAIR project.

(2) At the invitation of the Government of the Federal Republic of Germany, a Conference of Plenipotentiaries for the establishment of a Facility for Antiproton and Ion Research in Europe met at Schloss Biebrich in Wiesbaden on 4 October 2010.

(3) Governments of the following countries were represented by delegates: the Republic of Austria, the People's Republic of China, the Republic of Finland, the French Republic, the Federal Republic of Germany, the Hellenic Republic, the Republic of India, the Republic of Italy, the Republic of Poland, Romania, the Russian Federation, the Slovak Republic, the Republic of Slovenia, the Kingdom of Spain, the Kingdom of Sweden and the United Kingdom of Great Britain and Northern Ireland.

(4) The Chairperson of the Conference received from the Plenipotentiaries their Full Powers which he/she examined and recognised to be in correct and proper form.

(5) The Conference took note of the text of the Convention, including its Annex and the four Technical Documents attached, listed as follows:

(6) Upon the recommendation of the FAIR International Steering Committee the Conference adopted the text of the Convention concerning the Construction and Operation of a Facility for Antiproton and Ion Research in Europe including its Annex, which forms an integral part of the Convention.

(7) The Conference agreed that the Convention be applied provisionally pending its entry into force, provided that the provisional application is in line with the national legislation of the Contracting Parties, and, to that end, adopted Resolution No 1 attached to this Final Act.

(8) The Conference agreed that a minimum commitment to contribute towards construction costs of the FAIR facility in cash and/or in kind of 11.87 million euro (in January 2005 prices) will entitle a Contracting Party to designate an appropriate body as a Shareholder of the Facility for Antiproton and Ion Research in Europe GmbH. The Conference also agreed that this minimum commitment may be given by several Contracting Parties acting jointly. In such case the appropriate bodies designated by these Contracting Parties will have to form a consortium which will act as their Shareholder in the Facility for Antiproton and Ion Research in Europe GmbH. To that end, the Conference adopted Resolution No 2 attached to this Final Act.

(9) The Conference took note of the Declarations of

– the Government of the French Republic,

– the Government of the Republic of Poland,

– the Government of the Republic of Slovenia,

– the Government of the Kingdom of Spain,

– the Government of the Kingdom of Sweden, attached to this Final Act.

(10) The Conference invited all the signatory Governments to complete as soon as possible their constitutional procedures, if any, with a view to the entry into force of the Convention and to inform the depositary Government (Federal Republic of Germany) accordingly.

(11) The Conference noted favourably that other Governments may sign the Convention within the next twelve months under the conditions set out in the Convention.

(12) The Conference invited further Governments to accede to the Convention.

In witness whereof, the Plenipotentiaries have signed this Final Act.

Done at Wiesbaden on 4 October 2010 in the English, French, German, Russian, and Spanish languages, all texts being equally authentic, in a single original, which shall be deposited in the archives of the Government of the Federal Republic of Germany, which shall transmit certified true copies to the Governments having signed this Final Act and to the Governments that become Contracting Parties to the Convention.

For the Government of the Republic of Austria

For the Government of the People's Republic of China

For the Government of the Republic of Finland

For the Government of the French Republic

For the Government of the Federal Republic of Germany

For the Government of the Hellenic Republic

For the Government of the Republic of India

For the Government of the Republic of Italy

For the Government of the Republic of Poland

For the Government of Romania

For the Government of the Russian Federation

For the Government of the Slovak Republic

For the Government of the Republic of Slovenia

For the Government of the Kingdom of Spain

For the Government of the Kingdom of Sweden

For the Government of the United Kingdom of Great Britain and Northern Ireland

Provisional application of the FAIR Convention

THE CONFERENCE

AGREES that from 4 October 2010 onwards the clauses of the Convention be applied provisionally, it being understood that the final entry into force of the Convention is subject to the fulfilment of appropriate constitutional procedures in each of the countries concerned;

INVITES the Shareholders designated by the Contracting Parties jointly establishing the Facility for Antiproton and Ion Research in Europe GmbH, a private limited liability company (Gesellschqft mit beschränkter Hafiung – GmbH) under German law, in particular the German Law on Companies with Limited Liability (Gesetz betreffend die Gesellschaften mit beschränkter Haftung – GmbHG), to sign immediately the Articles of Association (Annex to the Convention);

ASKS the Government of the Federal Republic of Germany to accomplish the procedural steps which are necessary to constitute as soon as possible the Facility for Antiproton and Ion Research in Europe GmbH as a legal entity.

Minimum commitment to contribute towards construction costs entitling a Contracting Party to designate an appropriate body as a Shareholder of the Facility for Antiproton and Ion Research in Europe GmbH

THE CONFERENCE

AGREES that a minimum commitment to contribute towards construction costs of the FAIR facility in cash and/or in kind of 11.87 million euro (in January 2005 prices) entitles a Contracting Party to designate an appropriate body as a Shareholder of the Facility for Antiproton and Ion Research in Europe GmbH. This minimum commitment may be given by several Contracting Parties acting jointly. In such case the appropriate bodies designated by these Contracting Parties will have to form a consortium which will act as their Shareholder in the Facility for Antiproton and Ion Research in Europe GmbH;

NOTES that 11.87 million euro corresponds to 1% of an earlier cost estimate for the construction costs of the FAIR facility as described in Part A of Technical Document 1, attached to the Convention.

THE CONFERENCE

TAKES NOTE of the declaration of the Government of the French Republic, which reads as follows:

In accordance with Resolution No 1 annexed to the Final Act, in which the Contracting Parties agree that the Convention be applied provisionally until it enters into force, provided that the provisional application is in line with the national legislation of the Contracting Parties, France hereby declares that it cannot apply the Convention provisionally from the date of its signature. Article 53 of the Constitution of the French Republic imposes that international treaties and agreements be authorized by Parliament prior to their entry into force when, as it is the case, they carry financial consequences committing the finances of the State.

With respect to the procedure described in Article 6(6) of the Convention, France declares that the French share in the annual operating costs of the FAIR facility will not exceed 2%.

THE CONFERENCE

TAKES NOTE of the declaration of the Government of the Republic of Poland, which reads as follows:

The Republic of Poland will take part in the construction of the Facility for Antiproton and Ion Research in Europe (FAIR) with an amount of 23.74 million euro (in 2005 prices). This will comprise contributions both in kind and in cash. The spending priority shall be on in-kind contribution, and in-cash contribution shall not exceed 11.87 million euro (in 2005 prices).

THE CONFERENCE

TAKES NOTE of the declaration of the Government of the Republic of Slovenia, which reads as follows:

Regarding the Resolution No 1, annexed to the Final Act, in which Contracting Parties assume that the Convention can be applied provisionally until the fulfilment of appropriate constitutional procedures in each of the contracting countries, after which it will enter into force, Slovenia hereby declares that it cannot apply the Convention provisionally from the date of its signature.

The Slovenian Law on Foreign Affairs in Article 72 allows for provisional use of an international contract before its entry into force, but only when the ratifying body of this contract is the Government, which does not apply to this Convention, as its ratification is in jurisdiction of the National Assembly of the Republic of Slovenia.

THE CONFERENCE

TAKES NOTE of the declaration of the Government of the Kingdom of Spain, which reads as follows:

Spain is willing to contribute as a participating state to the establishment and utilisation of the Facility for Antiproton and Ion Research in Europe (FAIR). Nevertheless, Spain's obligations, on signing the Convention, shall be as follows:

1. Spain will review its participation in the operational phase two years after the beginning of such phase, and have the option of withdrawing without penalty, provided that it gives one year's notice.

2. Following a positive review, Spain may extend its participation for a further three year period, subject to the corresponding review cycle, and may continue to participate for the whole duration of the project.

3. Should Spain choose to carry on with the project following its first review, it will assume its full liability for decommissioning under the Convention. In the event that a decision to withdraw from participation is made by Spain on the basis of such first review, Spain will only bear fifty percent of its decommissioning liability under the Convention.

THE CONFERENCE

TAKES NOTE of the declaration of the Government of the Kingdom of Sweden, which reads as follows:

Sweden is willing to contribute as a participating state to the establishment and utilisation of the Facility for Antiproton and Ion Research in Europe (FAIR). However,

1. The Swedish authority serving as the Swedish shareholder in the FAIR Company, which will contribute to the construction costs with an amount of 10 million euro (2005 year's prices), will be designated by the Government of the Kingdom of Sweden after parliamentary approval.

2. Sweden's participation in the construction of FAIR would be on the basis that Sweden will participate in the operational phase of FAIR for a minimum period of three years but Sweden will review its continued participation in the operational phase after the first two years and have the option, should it wish to do so following that review, to withdraw without penalty, after giving one year's notice.

3. Following a successful review Sweden may offer to extend its participation for a further three (or five) year period subject to a corresponding review cycle and may continue to participate for the whole life of the project.

4. In the event that Sweden's first review recommends continued participation in the project, Sweden will accept in full its decommissioning liability under the Convention.

Should Sweden decide to withdraw from participation following its first review it will accept liability for fifty per cent of its share of the decommissioning cost under the Convention.

5. Article 19, Confidentiality, in the Articles of Association (Annex to the Convention) should be interpreted as follows in order to meet the requirements of the regulation in the Swedish constitution of the principle of public access to documents:

The Swedish authority serving as the Swedish shareholder in the FAIR Company (FAIR GmbH, based in Germany) shall always consult the conveying Shareholder before taking any decision to grant third parties access to confidential information as defined in Article 19 of the Articles of Association. Sweden is aware that if, after such mandatory consultation, the Shareholder has made it clear that it does not consent to the disclosure of information and, nevertheless, a Swedish authority would disclose the information, Sweden's action would disturb relations between Sweden and the Parties to this Convention.

In this context, Sweden recalls the Swedish Public Access to Information and Secrecy Act 2009, in particular Chapter 15, Section 1, paragraph 1 which reads: "Secrecy shall apply to any information concerning Sweden's relations with another state, or any information otherwise concerning another state, an international organization, or an authority, a citizen, or a legal person in another state, or a stateless person, if it can be assumed that disclosure of the information would disturb Sweden's international relations or would otherwise cause damage to the country."

(1) German text: Federal Law Gazette (Bundesgesetzblatt) 19691 p. 1273.

(2) Nemško besedilo: Zvezni uradni list (Bundesgesetzblatt) 1969 I str. 1273.