Royalty Report: Drugs, Disease, Drug Discovery – Collection: 121480

$150.00

Curated Royalty Rate Report
Category: Technology Licenses, Created On: 2022-04-28, Record Count: 9

Description

This collection of transactions and supporting information was developed using our AI algorithm to curate similar royalty reports into a cohesive collection to support your licensing, transfer pricing or other transaction scenarios where documented royalty rates and/or deal terms are important.
Category: Technology Licenses
Created On: 2022-04-28
Record Count: 9

Primary Industries

  • Drugs
  • Disease
  • Drug Discovery
  • cell therapy
  • Therapeutic
  • Proteins
  • Orthopedic
  • Osteoarthritis
  • Stem cells
  • Pharmaceuticals
  • Medical
  • Device
  • Supply
  • Biotechnology
  • Medical Info
  • Technical Know How
  • Genome
  • Data Management
  • Cancer
  • Diagnostic
  • Antibody

IPSCIO Report Record List

Below you will find the records curated into this collection.  This summary includes the complete licensed property description so that you can review and determine if this collection covers the topics, technology or transaction type that is relevant for your needs.  The full report will include all relevant deal data such as the royalty base, agreement date, term description, royalty rates and other deal terms.  For reference, here is a sample of a full IPSCIO curated royalty rate report: Sample Report

IPSCIO Record ID: 121480

License Grant
The Licensor grants to the Licensee the worldwide exclusive right in the Bone Disorder Field and the Expanded Therapeutic Field, with the right to grant sublicenses, under the Licensor Program Technology, other than Diagnostic Information, to research, develop, use, manufacture, have manufactured, market, promote, import, export, offer for sale, sell and have sold Products in the Bone Disorder Field and the Expanded Therapeutic Field.
License Property
The Licensor is involved in research programs regarding the use of positional cloning to discover human genes, an objective of which is to discover potential biological targets for use in drug discovery.

The Bone Disorder Field means the use in humans of the HMB-1 gene and/or therapeutic or prophylactic products which modulate or modify the expression, effect, or activity of the HBM-1 Gene or a HBM-1 Pathway Gene for the purpose of treating or preventing Bone Disorders.

HBM-1 Gene shall mean the human high bone mass gene on chromosome 1lq12-ql3 identified  and disclosed pursuant to the terms of the Confidential Information Disclosure Agreement, including the cognate RNA and protein product of such gene.

HBM-1 Pathway Gene shall mean a gene, including its cognate RNA an protein product, associated with or conceived in the course of elucidating, a biochemical pathway of the HBM-1 Gene.

Field of Use
The Collaboration shall develop products in the Bone Disorder Field for humans and the Expanded Therapeutic Field.  Bone disorders relate to bone disease, bone metabolism and bone repair in humans, not including bone marrow, cartilage or connective tissue.

IPSCIO Record ID: 383612

License Grant
Licensor grants an exclusive, even as to Licensor, except as required for Licensor to meet its development and supply obligations hereunder, right and license, with the right to sublicense, during the Term of this Agreement under the Licensor Intellectual Property and Licensors interest in any Joint Patent Rights and Joint Technology solely to research, develop, make, have made, use, sell, offer for sale and import Products in the Field in the Licensee Territory, and a non-exclusive right and license, with the right to sublicense, during the Term of this Agreement under the Licensor Intellectual Property to research, make, have made, use and export Products in the Field in North America.
License Property
Licensor is a stem cell therapeutic leader focused on developing and marketing products to treat medical conditions and possesses broad scientific and clinical leadership in the field of human mesenchymal stem cells (MSCs) and know-how, expertise and intellectual property rights pertaining to MSCs, including its Prochymal product and Chondrogen product.

Chondrogen shall mean any formulation, dosage form or delivery system that contains culturally expanded, undifferentiated, unmodified human MSCs for local delivery for the Articulating Orthopedic Indication and any Improvements thereto.

Prochymal shall mean any formulation, dosage form or delivery system suitable for Vascular Administration that contains culturally expanded, undifferentiated, unmodified human MSCs, and any Improvements thereto.

Ulcerative Colitis Indication shall mean the use of Prochymal for the treatment or prevention of ulcerative colitis.

Mesenchymal Stem Cells or MSCs shall mean the human formative pluripotential blast cells found inter alia in bone marrow, blood, dermis and periosteum that are capable of differentiating into any of the specific types of mesenchymal or connective tissues.

COPD Indication shall mean the use of Prochymal to treat chronic obstructive pulmonary disease.

Articulating Orthopedic Indication shall mean the use of Chondrogen for preventing or treating diseases, defects or conditions of articulating joints, including cartilage and meniscus repair, osteoarthritis, osteochondral defect repair, and the treatment of acute and chronic orthopedic pain within an articulating joint.

Crohns Indication shall mean the use of Prochymal to treat Crohns disease.

Diabetes Indication shall mean the use of Prochymal for the prevention or treatment of Type I diabetes.

GvHD Indication shall mean the use of Prochymal to treat or prevent graft versus host disease.

Cardiac Indication shall mean the use of Prochymal to treat or prevent acute myocardial infarction.

Pain Therapeutic shall mean use of Chondrogen for the mitigation or relief of orthopedic pain with a Statistically Significant duration of relief of at least one year.

Field of Use
Field shall mean with respect to Prochymal, all applications for the prevention or treatment of diseases, defects, or conditions in humans, and with respect to Chondrogen, the Articulating Orthopedic Indication.

IPSCIO Record ID: 27935

License Grant
Licensor hereby grants to Licensee an exclusive (subject to  Licensor's option to CoDetail in the U.S. and Canada as set forth in Section 6.3), royalty-bearing license, with a right to sublicense, under the Patent Rights related to the Research Field, Know-How related to the Research Field, and Licesnor's interest in Joint Patent Rights and Joint Know-How, and a non-exclusive, royalty-free license, with a right to sublicense, under Licensor's Patent Rights and Licensor's Background Know-How to make, have made, use, sell, offer to sell, import, export or otherwise transfer physical possession of or otherwise transfer title in Products in the Field of Use in the Territory.  

The Company entered into a strategic alliance to identify and develop novel therapeutic agents for bone diseases, including osteoporosis. Both companies will participate in collaborative research efforts to discover one or more drug candidates suitable for development. The companies will, as part of the research activities, use genetic information, developed by the Company based on research conducted at the a University Osteoporosis Research Center, which has been exclusively licensed to one of the parties.

License Property
Product(s)' means a Small Molecule pharmaceutical(s) and/or a Large Molecule pharmaceutical(s) which interact with the ROK gene, protein products of the ROK gene or other members of the ROK gene pathway.  Licensor is engaged in the discovery of novel genes related to high bone density.
Field of Use
Field of Use means all uses, including human therapeutic, prophylactic, palliative and diagnostic uses.  The field relates to therapeutic agents for bone diseases, including osteoporosis.

IPSCIO Record ID: 26284

License Grant
The University granted an exclusive license to several of its patents covering, among other things, enhanced Nell-1 bone mineralization. Under the license, the Licensee is permitted to make, have made, use, sell, offer for sale and import any products covered by the licensed patents in a certain field of use.
License Property
The Licensee is targeting spinal fusion as the first clinical indication and is currently in the pre-investigational device exemption (IDE) phase. The lead product, purified Nell-1 recombinant protein, is expected to be dried onto ß-tricalcium phosphate (TC”) bone void filler to produce a medical device, known as Nell-1/TCP (Nell/TCP Fusion Device). This device will be mixed with 510(k) cleared DBX® Demineralized Bone Putty recommended for use in conjunction with a cleared intervertebral body fusion device. The Nell-1/TCP Fusion Device is intended for use in lumbar spinal fusion and may have a variety of other applications such as cervical spinal fusion.
Field of Use
By a subsequent Seventh Amendment entered into on August 7, 2012, the parties modified the applicable field of use that Licensee is permitted to use the patents in, which generally comprises musculoskeletal repair and regeneration, plus some related methods of manufacture. The Nell-1/TCP Fusion Device will be comprised of a single dose vial of NELL-1 recombinant protein freeze dried onto TCP. A vial of Nell-1/TCP will be sold in a convenience kit with a diluent and a syringe of 510(k) cleared demineralized bone (“DBX® Putty”), produced by MTF. A delivery device will allow the surgeon to mix the reconstituted Nell 1/TCP with the appropriate quantity of DBX® Putty just prior to implantation.

IPSCIO Record ID: 230799

License Grant
For the Access Grant, Licensor agrees to provide Licensee with access to the Licensor Database Products solely in accordance with the terms and conditions of this Agreement, and Updated Releases and Updates.

For the Designated Gene Products, during the Access Term and pursuant to the Annual Reporting Mechanism, Licensee shall have the right to use, disclose and transfer Database Information specifically regarding a Designated Gene Product, including to Affiliates of Licensee, academic and third party collaborators, licensees, governmental agencies or offices or otherwise solely for use in the discovery, research, development and/or commercialization of Drug Products.

For the Non-Exclusive License Under Licensor Technology-Research Serine Proteases, during the Access Term, Licensor grants a worldwide, non-exclusive license, with a right to sublicense, under the Licensor Technology to conduct research with respect to Gene Products in the Research Field of Use and to discover, develop, make, have made, use, offer to sell, sell, import, and distribute Drug Products.

For the Non-Serine Proteases. During the Access Term  Licensor grants a worldwide, non-exclusive license, with a right to sublicense, under the Licensor Technology to conduct research and development activities with respect to Gene Products in the Research Field of Use and to discover, develop, make, have made, use, offer to sell, sell, import, and distribute Drug Products.

License Property
The Licensor has certain high-throughput partial cDNA sequencing, cloning, and data analysis
technologies.

Licensor has compiled and is compiling, and owns, certain information and data regarding certain cDNAs in confidential databases which may be useful in the study of biological phenomena.

Licensor owns or has rights in certain patent rights and know-how regarding certain cDNAs as well as certain of the proteins they encode.

Drug Products shall mean any compositions of matter which are ligands or inhibitors of Gene Products which are agonists, antagonists, and/ or modulators of Gene Products, for use in the treatment or prevention of any disease in humans; provided, however, that Drug Product(s) shall not include Therapeutic Protein Products or Antisense Products or Substrates of Gene Products.  Antisense Products shall mean oligonucleotides or modified oligonucleotides derived from or targeted to Gene Product(s) for use in the Antisense Field of Use.

LifeSeq® Database Products shall mean Licensors proprietary database of human Annotation Information and DNA Sequence Information and corresponding cDNA Clones and Full Length Clones.

Field of Use
Therapeutic Field of Use shall mean the treatment or prevention of any disease, state or condition in humans by any means, including without limitation, gene therapy, excluding the Antisense Field of Use. The Therapeutic Field of Use does not include the sale or license of Database Information or Gene Products as research tools, or the use of Database Information or Gene Products to develop database products or services.

IPSCIO Record ID: 237231

License Grant
For the Research Database and Gene ExpressTM Normal Database License to Licensee,  Licensor grants to the Licensee of the Netherlands an exclusive, worldwide license to use the Research Database, together with a non-exclusive, worldwide license to use the Gene Expressâ„¢ Normal Database, in each case solely for its internal research purposes to identify Gene Targets during the Research Term.

For the Gene Target License, with respect to each Gene Target for which Licensee has paid the appropriate fee
(a) Licensor grants a non-exclusive, worldwide license,without the right to sublicense, under the Patent Rights and Gene Target Know-How Controlled by Licensor, if any, to develop, make, have made, use, import, offer for sale and sell such Gene Target in the Field of Use; and (b) If Licensee has requested rights to such Gene Target in the Protein Product Field of Use and provided that Licensor has not previously granted an exclusive license or right to such Gene Target to a Third Party in the Protein Product Field of Use, Licensor grants an exclusive, worldwide license, with the right to sublicense, under the Patent Rights and Gene Target Know-How Controlled by Licensor, if any, to develop, make, have made, use, import,offer for sale and sell such Gene Target in the Protein Product Field of Use.

For the Option Right of First Negotiation, with respect to each Gene Target for which Licensee has paid the fee and Patent Rights and other proprietary rights have been exclusively licensed to Licensee, Licensor grants an exclusive right of first negotiation to obtain an exclusive, worldwide license, with the right to sublicense, under the Patent Rights and Gene Target Know-How Controlled by, if any, to develop, make, have made, use, import. offer for sale and sell such Gene Target as a Nucleic Acid Product or Diagnostic Product for all indications other than Heart failure, Skeletal muscle atrophy, and, Osteoarthritis.

License Property
Protein Product shall mean any product for the prevention or treatment of any disease or disorder, in any dosage form or formulation for delivery by any route of administration, which is or comprises a protein or peptide encoded by the full, partial or mutated RNA or DNA sequence corresponding to a Gene Target RNA or DNA sequence, but excluding any such protein or peptide that has been substantially modified, including any therapeutic antibody.

Therapeutic Product shall mean any product for the prevention or treatment of any disease or disorder, in any dosage form or formulation by any route of administration, which product is or comprises a molecule, compound or other agent, regardless of its function or utility, which is discovered or whose utility is discovered utilizing, in whole or in part a Gene Target, whether or not in the course of the Research Program, or, a protein or peptide encoded by the full, partial or mutated RNA or DNA sequence corresponding to a Gene Target RNA or DNA sequence, which protein or peptide has been substantially modified, and in each case excluding any Nucleic Acid Diagnostic Product or Protein Product.

Field of Use
Field of Use shall mean all internal research uses by Licensee of Gene Targets and the development and commercialization of the Therapeutic Products – a molecule, compound or other agent, regardless of its function or utility, which is discovered or whose utility is discovered utilizing, in whole or in part, a Gene Target, whether or not in the course of the Research Program. All uses of Gene Targets as Protein Products, Nucleic Acid Products or Diagnostic Products are excluded from the Field of Use.

IPSCIO Record ID: 315803

License Grant
Licensee hereby grants to Licensor a non-exclusive, royalty bearing license, under Licensee Program Know-How Patent Rights, Licensee Contributed Know-How Patent Rights, Licensee Program Methodology Patent Rights, Licensee Program Know-How, Licensee Contributed Know-How and Licensee Program Methodology, to use Licensor Accessible Program Clones and Proteins encoded therein in order to discover, research, develop, make, import, use, offer to sell and sell Licensor Small Molecule Drugs in the Territory; such license shall include the right to grant sublicenses.
License Property
Program Clone means a clone (including the DNA sequence information, whether partial or full-length, pertaining to the clone), identified in the course of the Licensee Discovery Program or included in the Existing Tango Technology, Licensee Contributed Know-How or Licensor Contributed Know-How. Licensee Program Methodology Patent Right' means a Patent Right that relates to methods that are or were at any time included in Licensee Program Metholodogy.

Protein means a high molecular weight (i.e., weighing greater than 1000 daltons) polymer compound composed of a variety of amino acids joined by peptide linkages, including allelic variants thereof and post-translationally modified variants thereof (i.e., glycosylated Proteins). For purposes of this Agreement, Protein does not include an Antibody.

Small Molecule Drug means a therapeutic or prophylactic product, the active ingredient of which is a synthetic small molecule (including but not limited to a Peptido Mimetic), a natural product or a macromolecule that
(a) is identified in a screening assay on the basis of its interaction with a biological target that has been identified through use of a Program Clone, or (b) is designed or developed using medicinal chemistry, SAR or combinatorial
chemistry techniques to interact with a biological target that has been identified through use of a Program Clone, provided, however, that a Small Molecule Drug does not include any Therapeutic Product or any therapeutic and/or prophylactic product in which the active ingredient is a Protein, an Antibody, an Antisense Drug or a Gene Therapy Drug.

Gene Therapy Drug means any drug or drug candidate, excluding an Antisense Drug, which consists of nucleic acid or a functional analog, derivative or homologue thereof and which, upon delivery by any means, provides a gene product encoded therein which is expressed.

Antisense Drug means any drug or drug candidate which consists of nucleic acid or a functional analog, derivative or homologue thereof and which is complementary to a segment of DNA of a target gene or such target genes cognate RNA and which, upon delivery by any means, alters the transcription, processing, elaboration, RNA expression or Protein production of or by such target gene.

Antibody means (a) a molecule comprising four (4) polypeptide chains (two (2) identical light chains and two (2) identical heavy chains) that are held together by disulfide bonds and form two (2) identical antigen binding sites or (b) any combination, fragment or altered form of a molecule(s) of the type described in (a) (e.g., single chain antibodies).

Licensor Small Molecule Drug means a Small Molecule Drug identified or designed by Licensor through the use of a Licensor Accessible Program Clone and/or the Protein encoded therein.

Existing Tango Technology means the cDNA libraries, genomic sub-libraries, signal peptide trap libraries (including the clones derived from such libraries and the Proteins encoded therein) and the Proteins and all associated data and information.

Therapeutic Product means a therapeutic and/or prophylactic product in which the active ingredient is a Program Protein or a Derivative thereof.

Peptido Mimetic means  synthetic organic molecule that (a) is designed or developed using medicinal, SAR or combinatorial chemistry techniques to incorporate key structural features of a Protein (the Mimicked Protein). Cb) if a peptide • has an amino acid sequence that is at least fifty percent (50%) different from that of the  Mimicked Protein, and (c) has a molecular weight that is less than twenty (20%) percent of that of the Mimicked Proteina,

Diagnostic Product means any diagnostic product, in the form of a device, compound, kit or service, with utility in the diagnosis, prognosis, prediction or disease management of a disorder that (a) is developed through the use of Licensee Program Know-How or, subject to any limitations on the use of such Know-How by Licensor, Licensee Contributed Know-How and/or is covered by a Valid Claim included in Licensee Program Know-How Patent Rights or, subject to any limitations on the use of such Patent Rights by Licensor, Licensee Contributed Know-How Patent Rights, (b) embodies, or operates through the detection of a Program Clone or a Program Protein (or a Derivative thereof), and (c) will complement the use of any therapeutic product under development or marketed by Licensor or a development or marketing partner of Licensor (a Licensor Corresponding Drug).

Licensee Program Methodology means any methods (including without limitation bioinformatics tools, processes, protocols, assays, automated and semi-automated techniques, molecular biology methods and other methods for the discovery, production and/or characterization of Proteins), that (a) are developed in the course of the Licensee Discovery Program, including any improvements in methods technology derived from, or based upon, any Licensor Contributed Know-How and/or Licensee Contributed Know-How and (b) are not properly in the public domain.

Licensee Discovery Program means the therapeutic Protein  discovery program to be undertaken by Licensee pursuant to this Agreement, with the goal of identifying and qualifying potential therapeutic Proteins for further pre-clinical development, clinical development, manufacturing and commercialization, as described in greater detail in the Program Plan.

Licensee Accessible Program Clone means (a) a Program Clone  that is not identified through the use of Licensor Contributed Know-How, or (b) a Program Clone that is identified through the use of Licensor Contributed Know-How and with respect to which either (i) Licensor has not placed any limitation on Licensees use of such Program Clone for the identification or design of Licensee Small  Molecule Drugs or (ii) Licensor has placed the limitation that Licensee shall not have the right to use such Program Clone for the identification or design of Licensee Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified and such twelve (12) month period has elapsed.

Licensor Accessible Program Clone means (a) a Program Clone that is not identified through the use of Licensee Contributed Know-How, or (b) a Program Clone that is identified through the use of Licensee Contributed Know-How and with respect to which either (i) Licensee has not placed any limitation on Licensors use of such Program Clone for the identification or design of Licensor Small Molecule Drugs or (ii) Licensee has placed the limitation that Licensor shall not have the right to use such Program Clone for the identification or design of Licensor Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified and such twelve (12) month period has elapsed.

Field of Use
The field of use is for the therapeutic and/or prophylactic application in human health care of Proteins or Derivatives thereof. The goal is to identify and qualify potential therapeutic proteins, small molecule targets and diagnostics for further development and commercialization.

IPSCIO Record ID: 239606

License Grant
The Parties are entering a collaborative research program to define the function and pharmaceutical utility of selected secreted proteins for the discovery of Therapeutic Proteins.

For the Grant of Rights and Licenses in the Research Field,  Licensor grants to Licensee and its Affiliates, within the Territory, a non-exclusive right and license, without any right to sublicense, under the Licensor Patent Rights and Know-How with respect to Research Program Gene Products and, to the extent licensed to Licensee in the Commercialization Field, Licensed Gene Products solely in the Research Field.

For the Grant of Rights and Licenses to Therapeutic Proteins in the Commercialization field, Licensor  grants to Licensee and its Affiliates, within the Territory, a non-exclusive license, with the right to sublicense under Licensee Know-How with respect to Licensed Gene Products to discover, develop, make, have made, import, use, have used, offer for sale, sell and have sold Therapeutic Proteins in the Commercialization Field and an exclusive license, with the right to sublicense, under the Licensor PatentbRights and Licensors interest in any Joint Patent Rights and Joint Know-How with respect to Licensed Gene Products, including any Therapeutic Protein that incorporates or is derived from any such Licensed Gene Product, to discover, develop, make, have made, import, use, have used, offer for sale, sell and have sold Therapeutic Proteins in the Commercialization Field.

For the Grant of Rights and Licenses to Products Other than Therapeutic Proteins in the
Commercialization Field, Licensor grants to Licensee and its Affiliates, within the Territory, a non-exclusive license, with the limited right to sublicense, under the Licensor Patent Rights, Know-How and Licensors interest in any Joint Patent Rights and Joint Know-How with respect to Licensed Gene Products, including any Diagnostic Product that incorporates or is derived from any such Licensed Gene Product, to discover, develop, make, have made, import, use, have used, offer for sale, sell and have sold Diagnostic Products and Drug Products in the Commercialization Field.

License Property
Licensor has rights for certain methods of producing and analyzing the phenotypes of gene knockout mice for the discovery of gene and protein function.

Licensor Know-How means trade secrets and other rights in or to Research Program Gene Products and Licensed Gene Products.

Diagnostic Product means any product or service derived from or directed to Research Program Gene Products or Licensed Gene Products for use in the Diagnostic Field.

Therapeutic Protein shall mean any product or service, including gene therapy, which uses a protein, peptide or polypeptide which is a Gene Product in the treatment or prevention of any disease, state or condition in humans.

Licensed Gene Product means any Gene Product for which Licensee and /or Licensor is granted a license in the Commercialization Field.

Field of Use
Commercialization Field means, collectively, the Diagnostic Field and the Therapeutic Field.

Diagnostic Field means in vitro or in vivo diagnosis or pre-screening of human patients to determine therapeutic eligibility for a Product in the Therapeutic Field or for monitoring human patients receiving a Product in the Therapeutic Field; provided, however, that the Diagnostic Field excludes the commercialization of diagnostic products for which no Regulatory Approval has been obtained and which are not the subject of an active application for Regulatory Approval, multi-gene diagnostic products, and diagnostic products directed to quantitative detection of relative RNA transcript abundance of multiple RNA species.

Research Field means use by Licensee, Licensor and their respective Affiliates, at the internal research facilities of Licensee, Licensor and their respective Affiliates, for research directed toward the discovery, identification, selection, or characterization of Products.

IPSCIO Record ID: 316393

License Grant
Licensor hereby grants to Licensee a non-exclusive royalty bearing license, under Licensor Contributed Know-How Patent Rights and Licensor Contributed Know-How, to use Licensee Accessible Program Clones and Proteins encoded therein in order to discover, research, develop, make, import, use, offer to sell include the right to grant sublicenses.
License Property
Program Clone means a clone (including the DNA sequence information, whether partial or full-length, pertaining to the clone), identified in the course of the Licensee Discovery Program or included in the Existing Tango Technology, Licensee Contributed Know-How or Licensor Contributed Know-How.

Licensee Program Methodology Patent Right means a Patent Right that relates to methods that are or were at any time included in Licensee Program Metholodogy.

Protein means a high molecular weight (i.e., weighing greater than 1000 daltons) polymer compound composed of a variety of amino acids joined by peptide linkages, including allelic variants thereof and post-translationally modified variants thereof (i.e., glycosylated Proteins). For purposes of this Agreement, Protein does not include an Antibody.

Small Molecule Drug means a therapeutic or prophylactic product, the active ingredient of which is a synthetic small molecule (including but not limited to a Peptido Mimetic), a natural product or a macromolecule that (a) is identified in a screening assay on the basis of its interaction with a biological target that has been identified through use of a Program Clone, or (b) is designed or developed using medicinal chemistry, SAR or combinatorial chemistry techniques to interact with a biological target that has been identified through use of a Program Clone, provided, however, that a Small Molecule Drug does not include any Therapeutic Product or any therapeutic and/or prophylactic product in which the active ingredient is a Protein, an Antibody, an Antisense Drug or a Gene Therapy Drug.

Gene Therapy Drug means any drug or drug candidate, excluding an Antisense Drug, which consists of nucleic acid or a functional analog, derivative or homologue thereof and which, upon delivery by any means, provides a gene product encoded therein which is expressed.

Antisense Drug means any drug or drug candidate which consists of nucleic acid or a functional analog, derivative or homologue thereof and which is complementary to a segment of DNA of a target gene or such target genes cognate RNA and which, upon delivery by any means, alters the transcription, processing, elaboration, RNA expression or Protein production of or by such target gene.

Antibody means (a) a molecule comprising four (4) polypeptide chains (two (2) identical light chains and two (2) identical heavy chains) that are held together by disulfide bonds and form two (2) identical antigen binding sites or (b) any combination, fragment or altered form of a molecule(s) of the type described in (a) (e.g., single chain antibodies).

Licensor Small Molecule Drug means a Small Molecule Drug identified or designed by Licensor through the use of a Licensor Accessible Program Clone and/or the Protein encoded therein.

Existing Tango Technology means the cDNA libraries, genomic sub-libraries, signal peptide trap libraries (including the clones derived from such libraries and the Proteins encoded therein) and the Proteins and all associated data and information.

Therapeutic Product means a therapeutic and/or prophylactic product in which the active ingredient is a Program Protein or a Derivative thereof.

Peptido Mimetic means  synthetic organic molecule that (a) is designed or developed using medicinal, SAR or combinatorial chemistry techniques to incorporate key structural features of a Protein (the 'Mimicked Protein'). Cb) if a peptide • has an amino acid sequence that is at least fifty percent (50%) different from that of the  Mimicked Protein, and (c) has a molecular weight that is less than twenty (20%) percent of that of the Mimicked Proteina,

Diagnostic Product means any diagnostic product, in the form of a device, compound, kit or service, with utility in the diagnosis, prognosis, prediction or disease management of a disorder that (a) is developed through the use of Licensee Program Know-How or, subject to any limitations on the use of such Know-How by Licensor, Licensee Contributed Know-How and/or is covered by a Valid Claim included in Licensee Program Know-How Patent Rights or, subject to any limitations on the use of such Patent Rights by Licensor, Licensee Contributed Know-How Patent Rights, (b) embodies, or operates through the detection of a Program Clone or a Program Protein (or a Derivative thereof), and (c) will complement the use of any therapeutic product under development or marketed by Licensor or a development or marketing partner of LIcensor (a Licensor Corresponding Drug).

Licensor Contributed Know-How means Know-How (a) which is necessary or useful in order to discover, develop, make, use, sell or seek approval to market Therapeutic Products, and (b) to which Licensor has the right to grant licenses or sublicenses without violating the terms of any agreement with a third party, and (c) which is in Licensors possession on the Effective Date or is developed or acquired by Licensor during the term, but not in the course, of the Licensee Discovery Program, and (d) which Licensor has elected to contribute to the Licensee Discovery Program through written notification to, and with the approval of, the Joint Management Team, which notification shall include any limitations on the use of such Know-How by Licensee, provided, however, that if such Know-How is a biological source for the identification of Program Clones, then the only permitted limitation shall be that Licensee shall not have the right to use any such Program Clone for the identification or design of Licensee Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified, and (e) which is not properly in the public domain.

Licensor Contributed Know-How Patent Right means a Patent Right that relates to Know-How that is or was at any time Licensor Contributed Know-How.

Licensor Selected Protein means a Program Protein selected by Licensor for further pre-clinical development, clinical development, manufacture and commercialization.

Licensor Accessible Program Clone means (a) a Program Clone that is not identified through the use of Licensee Contributed Know-How, or (b) a Program Clone that is identified through the use of Licensee Contributed Know-How and with respect to which either (i) Licensee has not placed any limitation on Licensors use of such Program Clone for the identification or design of Licensor Small Molecule Drugs or (ii) Licensee has placed the limitation that Licensor shall not have the right to use such Program Clone for the identification or design of Licensor Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified and such twelve (12) month period has elapsed.

Licensee Discovery Program means the therapeutic Protein  discovery program to be undertaken by Licensee pursuant to this Agreement, with the goal of identifying and qualifying potential therapeutic Proteins for further pre-clinical development, clinical development, manufacturing and commercialization, as described in greater detail in the Program Plan.

Licensee Program Methodology means any methods (including without limitation bioinformatics tools, processes, protocols, assays, automated and semi-automated techniques, molecular biology methods and other methods for
the discovery, production and/or characterization of Proteins), that (a) are developed in the course of the Licensee Discovery Program, including any improvements in methods technology derived from, or based upon, any Licensor Contributed Know-How and/or Licensee Contributed Know-How and (b) are not properly in the public domain.

Licensee Accessible Program Clone means (a) a Program Clone  that is not identified through the use of Licensor Contributed Know-How, or (b) a Program Clone that is identified through the use of Licensor Contributed Know-How and with respect to which either (i) Licensor has not placed any limitation on Licensees use of such Program Clone for the identification or design of Licensee Small  Molecule Drugs or (ii) Licensor has placed the limitation that Licensee shall not have the right to use such Program Clone for the identification or design of Licensee Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified and such twelve (12) month period has elapsed.

Field of Use
The field of use is for the therapeutic and/or prophylactic application in human health care of Proteins or Derivatives thereof. The goal is to identify and qualify potential therapeutic proteins, small molecule targets and diagnostics for further development and commercialization.

Licensee is in the business of employing various discovery methodologies to identify proteins with therapeutic utility.

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