Royalty Report: Drugs, Cancer, Disease – Collection: 203320

License Grant

The parties are entering into a research collaboration to develop Telomerase vaccines in the Field.

For the Exclusive Non-DC Products License, Licensor grants an exclusive license, even as to Licensor, in the Territory under Licensor Patent Rights and Program Patent Rights, Licensor’s interest in Joint Program Patent Rights, Licensor Know-How, and Licensor’s interest in Program Know-How to make, have made, use, offer to sell, sell and/or import Non-DC Product(s) (including use for research and development of such Non-DC Product(s)) for any and all uses in the Field.

For Non-Exclusive License to Conduct Assays, Licensor grants a non-exclusive license in the Territory under Licensor Patent Rights, Licensor Know-How, Licensor Program Patent Rights, Licensor’s interest in Joint Program Patent Rights and Licensor’s interest in Program Know-How, to the extent necessary to perform assays solely to measure immunological responses to Telomerase in the research, development, and commercialization of Non-DC Products under this Agreement, including monitoring of treatment in clinical trials and in support of commercial use of such Non-DC Products.

Licensee will have the right to grant sublicenses of these rights granted.

For the Research License. Licensor grants a non-exclusive license in the Territory under the Licensor Patent Rights and Know-How, Licensor Program Patent Rights and Licensor’s interest in Joint Program Patent Rights and Licensor’s interest in Program Know-How, and Materials, solely for the purpose of conducting research in those aspects of the Research Program pertaining to DC Products and DC/Adeno/DNA Therapies.

For the Option for Commercial License to DC Products: Licensor grants an exclusive option to enter into an exclusive arrangement, or non-exclusive arrangement if mutually agreed by the Parties, subject to any pre-existing obligations of Licensor to Third Parties, to develop and commercialize DC Products, DC/Non-DC Therapies and DC/Adeno/DNA Therapies, and obtain an exclusive license, or non-exclusive license if mutually agreed by the Parties, subject to any pre-existing obligations of Licensor to Third Parties, under the Licensor Patent Rights, Licensor Know-How, and Licensor’s interest in Program Patent Rights and Program Know-How, in the Field, the DC Option. Licensee’s right to exercise the DC Option shall expire two (2) years after the Effective Date, unless otherwise agreed by the Parties. Licensee shall be entitled to exercise the DC Option by providing written notice to Licensor at any time prior to expiration of the DC Option.

License Property

Licensors rights relate to Telomerase and dendritic cell-based vaccines, and is involved in on-going human clinical trials utilizing Telomerase as an antigen in dendritic cell-based vaccines.

Telomerase, also called terminal transferase, is a ribonucleoprotein that adds a species-dependent telomere repeat sequence to the 3' end of telomeres.

DC Product shall mean a Product that comprises a Dendritic Cell.  A Dendritic Cell or DC shall mean a mammalian cell that, as part of an ex vivo or in vitro preparation, can be used to present an antigen to the immune system. For the avoidance of doubt, Dendritic Cells shall include, but not be limited to, the type of cells commonly referred to scientifically as dendritic cells.

Non-DC Product shall mean any Product that is not a DC Product, DC/Non-DC Therapy or a DC/Adeno/DNA Therapy, regardless of whether such Product employs any delivery enhancement technology (e.g. with or without electroporation). Non-DC Products shall include, but not be limited to, Adeno/DNA Products.

Field of Use

The Field shall mean the treatment, modulation and/or prophylaxis of cancer, and/or other diseases mediated by hyperproliferation of cells, in humans.

Licensee has expertise and access to intellectual property rights related to various vaccine platform technologies, including adenovirus and DNA-based vaccines.

Collaboration and license agreement is to develop a cancer vaccine targeting telomerase utilizing Licensor's expertise in vaccine technologies.

License Grant

For the Grant of Exclusive Rights, Licensor, nonprofit public benefit corporation, grants the exclusive, worldwide license, with the right to grant sublicenses, to conduct research in the Field of Use using the Patent Rights and the Technical Information and to develop, use, make, have made, practice, import, carry out, manufacture, have manufactured, offer for sale, sell and/or have sold Products in the Field of Use in the Territory using the Patent Rights and the Technical Information.

This agreement includes non-exclusive grants back from Licensee to Licensor.

License Property

The license is for certain technology for use as cellular therapies, including dendritic cell-based vaccines.

Field of Use

The Field of Use shall mean cellular therapies or diagnostics utilizing cellular therapies, including dendritic cell-based vaccines for neurological disorders including brain tumors and neurodegenerative disorders and other cancers.

License Grant

Licensor hereby grants to Licensee and its Affiliates an exclusive, royalty-bearing sub-license under the Licensed Patents, including the right to grant further sublicenses solely to make, have made, use, import, sell, or have sold Licensed Products in the Territory under the Field of Use.

License Property

GRNVAC means the technology acquired by the Licensee under the Asset Contribution Agreement pertaining to the presentation of one or more antigens to the immune system using patient monocyte-derived (VAC-1) or dendritic cells or human embryonic stem cell-derived or induced pluripotent stem cell-derived antigen presenting cells (VAC-2).

018/062C
Genes for Human Telomerase Reverse Transcriptase and Telomerase Variants
US
09/438,486
12-Nov-99
6,927,285
018/181C
Telomerase
US
09/843,676
26-Apr-01
7,056,513
018/210C
Nucleic Acids Encoding Human Telomerase Reverse Transcriptase and Related Homologs
US
09/721,506
22-Nov-00
7,262,288
018/213C
Nucleic Acid Compositions for Eliciting an Immune Response Against Telomerase Reverse Transcriptase
US
10/044,692
11-Jan-02
7,560,437
018/221P
Human Telomerase Reverse Transcriptase Polypeptides
US
10/877,124
24-Nov-09
7,622,549
018/224C
Immunogenic Composition
US
11/894,643
20-Aug-07

Field of Use

Licensee has acquired Licensor’s technology directly related to the research, development and commercialization of products based on primate pluripotent embryonic stem cells.

Field of Use means use of telomerase as an antigen in an immunotherapeutic product  for use in humans wherein the telomerase antigen is delivered using (i) patient monocyte-derived dendritic cells, or other patient blood or bone marrow-derived antigen presenting cells, (ii) human embryonic stem cell derived dendritic cells or other antigen presenting cells, or (iii) induced pluripotent stem cell derived dendritic cells or other antigen presenting cells.

License Grant

This agreement is to develop and commercialize research and clinical diagnostic products for cancer on an exclusive, worldwide basis.

Licensor grants to the German Licensee an exclusive, royalty-bearing license under Licensor Technology to develop, make, have made, use, sell, and have sold Products throughout the Territory with the right to grant sublicenses, provided, however, that Licensor expressly retains the right to use such Licensor Technology outside the Field.

License Property

Licensor is in research and development efforts relating to telomere and telomerase biology and has identified and developed a number of biological reagents and assays that offer significant opportunities for the development and successful marketing of research and in vitro diagnostic products throughout the world.

Bundled Product shall mean a Product that includes one or more other stand-alone Licensee products and is sold for a single price, regardless of whether the Product and other stand-alone products are packaged together or separately.

Cell Enrichment/Identification Product shall mean a Product designed for the enrichment and/or identification of cells from biological specimens, that includes an antibody and/or a probe for telomerase or telomere length within a mixture of two or more antibodies and/or probes, all of which enable the enrichment and/or identification of cells.

Licensor Patent shall mean a Patent, including Licensors undivided interest in any Joint Patent, which covers a method, apparatus, compound, chemical, material, or article of manufacture specific to telomerase and/or telomere length.

Field of Use

Field shall mean the research, development, marketing, and sale of Product for cancer research in the research-use-only market and cancer in vitro diagnostics with Products that detect or measure telomere length or telomerase activity by detecting or measuring: human telomerase activity; human telomerase RNA (hTR); human telomerase reverse transcriptase (hTRT) mRNA or protein; and human telomere length; provided, however, that the Field specifically excludes the research, development, marketing, sale, or use of such Products or Technology licensed hereunder for any other purpose, including, without limitation, to identify or develop a telomerase inhibitor or any other product or service designed to treat human or other disease, including, but not limited to, cancer, by modulation of telomerase activity or telomere length.

License Grant

Licensee of Japan and Licensor desire to conduct certain collaborative research.

Licensor grants to the Licensee of Japan a non-exclusive license under the Licensor Technology that is the subject of the Research Program solely to conduct the Research Program activities assigned to Licensee under the Research Plan.

Licensee shall have the exclusive right to utilize the Collaboration Technology to develop Collaboration Products for use and sale in the Licensee Territory and to commercialize the Collaboration Products in the Licensee Territory.

License Property

Dendritic Cell means a human dendritic cell or other antigen-presenting cell or other cells from which dendritic cells can be derived.

The developed intellectual property will aid in discovering new immunotherapy targets, and/or developing new dendritic cell-based immunotherapy products.

Dendritic cells (DCs) are antigen-presenting cells (also known as accessory cells) of the mammalian immune system. Their main function is to process antigen material and present it on the cell surface to the T cells of the immune system. They act as messengers between the innate and the adaptive immune systems.

Field of Use

Field means the discovery, development, manufacture, use and sale of products that generally utilize Dendritic Cell separation, antigen engineering, and antigen or antigen gene delivery to Dendritic Cells for use in human therapies that are based on, comprise, utilize or are derived from the Licensor Technology.

License Grant

With this Memorandum of Agreement, the French Licensor grants to the French Licensee, on a priority basis with respect to any Third Party, a specified number of options to Development Programs undertaken by Licensor, guaranteeing Licensee, in the event it exercises a specified option, the exclusive benefit of the results of the corresponding Development Program, and at completion of each Development Program for which Licensee has exercised this option, an option for an exclusive worldwide license for the results of said Development Program.

Licensor shall offer to Licensee, on a priority basis with respect to any Third Party, all Products that Licensor plans to develop as Project Manager.

Licensor grants preferential terms to Licensee for two (2) rights for a Development Option, the Preferential Options, among the twenty (20) held by Licensee.

Licensor grants an irrevocable option, the Exclusive License Option, to obtain, based on the Final Development Results, an exclusive license, including vis-a-vis Licensor and its Affiliates, for its rights to the Industrial Property of the Product in order to sell the Final Product, to cause it to be sold, to exploit it, to cause it be exploited in the Territory in the therapeutic indication covered by the corresponding Marketing Authorization.

The Product shall be marketed by Licensee, its Affiliates or its licensees, under a trade name chosen by joint agreement between the Parties and registered in the name and on behalf of Licensor, hereinafter the Trade Name.

License Property

The projects and patents are for Prostate K, Pharmacokinetic study of dendritic cells in patients with prostate cancer using different routes of injection, Melanoma, OTH, Ovarian K, and, Bladder Cancer.

Licensor shall submit to Licensee as soon as possible following the execution date of this Memorandum of Agreement, all its on-going Development Programs outstanding.

Licensor shall transmit to Licensee, all information necessary to enable Licensee to evaluate its interest and possibly exercise a right for a Development Option to such On-going Programs.

Licensor shall provide Licensee, through the Research Committee, and as soon as possible after obtaining each of them, with the in vitro proof of concept for any Product under development at IDM, and the in vivo safety data for such Product in the first six (6) treated patients.

Licensee shall have an Exclusive License Option for each Development Program carried out to its term in application of this Memorandum of Agreement, or a maximum possible credit equal to twenty (20) Exclusive License Option rights.

Licensor shall supply the Product to Licensee in the form of the Final Product.

Field of Use

The field of use is ex vivo cell therapies in humans.