Royalty Report: Drugs, Disease, Therapeutic – Collection: 203480

$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
  • Therapeutic
  • Diagnostic
  • Drug Discovery

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: 203480

License Grant
Pursuant to the terms of this Agreement, the Parties wish to terminate the Multi-Project Collaboration Agreement and enter into this Agreement to pursue research, development and marketing of products based on specific focused areas.

The Parties are establishing a collaborative effort to perform research and develop and market products for the prevention, diagnosis, and treatment of skeletal muscle disorders.

For the Termination of the Multi-Project Collaboration Agreement and Overview and Management of Collaboration portion of this Collaboration agreement, the Multi-Project Collaboration Agreement is hereby terminated, and contrary to the Multi-Project Collaboration Agreement, Licensee shall own all Inventions discovered by employees of Licensee as part of any Licensee Retained Project and having no utility in the Field as of the Effective Date.

Licensor grants an exclusive License under its Patents and Know-how whether solely owned by Licensor or jointly owned with Licensee which were conceived and reduced to practice in connection with any Licensee Retained Project at any time through December 31, 2000 and as of December 31, 2000 have no known use in the Field or in any Licensor Retained Project to make, have made, use, import, offer for sale and sell any products for the prevention, diagnosis, or treatment of any diseases or disorders in humans or animals in connection with any Licensee Retained Project.

Licensor grants a non-exclusive License under its Patents and Know-how which were conceived and reduced to practice in connection with any Licensee Retained Project at any time through December 31, 2000 and as of December 31, 2000 have known use in the Field or in any Licensor Retained Project, to make, have made, use, import, offer for sale and sell any products for the prevention, diagnosis, or treatment of any disease or disorder in humans or animals in connection with any Licensee Retained Project.

Licensor grants a non-exclusive License under its Patents and Know-how conceived and reduced to practice in connection with any Mutual Retained Project at any time through December 31, 2000, to make, have made, use, import, offer for sale and sell any products for the prevention, diagnosis, or treatment of any disease or disorder in humans or animals.

For the Scope of Collaboration, the Parties will work together to research, develop and commercialize Lead Compounds pursuant to this Agreement in the Territory.

License Property
Licensor conducts research and develops and markets pharmaceutical products for the treatment of a variety of disorders, including without limitation products having utility in the treatment of bone disorders, skeletal muscle disorders, cardiac muscle disorders, arthritis, gastrointestinal disorders, obesity, and anti-infectives.

Agrin means the compounds claimed in the United States Patent Application Serial Number 08/644,271 and any continuations, divisionals or continuation-in-parts thereof, and any molecules representing one or more amino acid substitutions, deletions, or additions derived therefrom.

Compound means a chemical entity, which is not Excluded Technology, with research or commercial utility in the Field for methods of research, diagnosis, treatment or prevention of any disease or disorder in humans or animals, and which is conceived and/or reduced to practice by Licensee, or acquired by Licensee from a Third Party with the right to sublicense, before or during the Research Term; or is conceived and/or reduced to practice by Licensor, or acquired by Licensor from a Third Party with the right to sublicense, prior to or during the Research Term.

GPCR means a G-protein coupled receptor.

Field of Use
For this grant portion of the agreement, the Parties agree that Licensor does not grant any rights to the small molecules in the Phosphatase program,  other than those Compounds in the Muscle Field or DDR Field.

Field means the collective areas in which the Parties shall collaborate encompassing the discovery, development, supply and commercialization of products or processes in the Muscle Field, the GPCR Field or the DDR Field.

DDR Field means the discovery, development, supply and commercialization of products or processes that modulate the function of the receptor tyrosine kinases DDR1 and/or DDR2 (or any receptor having at least seventy-five percent (75%) homology with DDR1 or DDR2) whose biological action is primarily due to this modulation.

GPCR Field means the discovery, development, supply and commercialization of products or processes that directly bind and/or modulate the function of the twelve GPCRs.

Muscle Field means the discovery, development, supply and/or commercialization of products (except MuSK and/or Agrin) or processes that diagnose, prevent and/or treat conditions in humans and animals associated with the promotion or protection of skeletal muscle mass or function (including, without limitation, the diagnosis, treatment or prevention of muscle atrophy or sarcopenia).

IPSCIO Record ID: 237208

License Grant
Pursuant to the terms of this Agreement, the Parties wish to terminate the Multi-Project Collaboration Agreement and enter into this Agreement to pursue research, development and marketing of products based on specific focused areas.

The Parties are establishing a collaborative effort to perform research and develop and market products for the prevention, diagnosis, and treatment of skeletal muscle disorders.

Either Party may become an Opting Out Party with respect to a Lead Compound, Development Compound or Marketed Compound, either in total or on a country-by-country basis. The Proceeding Party may proceed to research, develop and/or market such Compound at its own expense. The Opting Out Party shall grant licenses to the Proceeding Party.

For the License Grants during Research Term, Inventions Having Utility, Licensor grants Licensee a Sole License under Licensor Patent Rights and Licensor Know-how to make, have made, use, import, offer for sale and sell Licensor Technology in the Field.

Licensor also grants Licensee, for research purposes only in the Field, a Sole License under Licensor Patent Rights and Licensor Know-how to make, have made, and use small molecule Research Compounds that have not met Success Criteria.

Sole License shall mean a non-exclusive license in the Territory under Know-how or a Patent, without the right to sublicense, granted by a Licensor Party to the other Licensee Party in the Field, wherein the Licensor Party shall not grant any Third Party rights in the Field under the Know-how or Patent to the subject matter of the license.

With respect to Inventions made as a direct result of work done under this Agreement during the Research Term and owned solely or jointly by a Party wherein the Invention has utility in the Field, each Party grants to the other the right of first negotiation to obtain from the other Party exclusive rights outside the Field in the Territory under reasonable terms for any such Invention.

For the Rights upon Termination of the Research Term, Inventions Having Utility in the Field, upon expiration of the Research Term, the Sole Licenses and rights of first negotiation granted by the Parties shall terminate, and, With respect to Licensor Inventions having a utility in the Field, Licensor shall grant Licensee a non-exclusive license under Licensor Know-how and Licensor Patent Rights, without the right to sublicense, to make, have made, and use Licensor Technology for the purpose of discovering, developing and/or commercializing Compounds (other than small molecules, DNA sequences, proteins and peptides that are covered by Licensor Inventions identified during the Research Term or Tail Period (Licensor Compounds) in the Field.

In addition, Licensor shall grant to Licensee a non-exclusive license under Licensor Know-how and Licensor Patent Rights, without the right to sublicense, to make, have made, and use Licensor Compounds solely for research purposes. For clarity, this nonexclusive license to Licensor Technology and Licensor Compounds does not include the right to have sold or sell Licensor Technology and Licensor Compounds, under Licensor Know-how and Licensor Patent Rights.

For License Grants to Inventions Having No Utility in The Field, each Party shall have the right of first negotiation to obtain exclusive rights outside the Field and in the Territory under reasonable terms consistent with those set forth herein for any such Invention owned jointly with the other Party.

– Licensor shall have the right of first negotiation to obtain exclusive rights outside the Field and in the Territory under reasonable terms consistent with those set forth herein for any such Invention having cardiovascular utility owned solely by Licensee or its Affiliates.

– Licensee shall have the right of first negotiation to obtain exclusive rights outside the Field and in the Territory under reasonable terms consistent with those set forth herein for any such Invention having cancer utility and/or immunosuppressive utility (which term does not include utility in arthritis) owned solely by Licensor or its Affiliates.

For the Grant of License by Opting Out Party, In the event a Party becomes an Opting Out Party with respect to a Development Compound in its entirety or on a country-by-country basis, then the license granted by the Opting Out Party to the Proceeding Party shall be an exclusive license including as to the Opting Out Party, with the right to sublicense, to make, have made, use, import and sell such Development Compound under the Patents, Know-how, trademarks and copyrights regarding that Compound owned in whole or in part by the Opting Out Party. The license shall be in all countries of the Territory in which Opting Out has been deemed to occur.

A Party shall not grant any license to a Third Party.

License Property
Compound means a chemical entity, which is not Excluded Technology, with research or commercial utility in the Field for methods of research, diagnosis, treatment or prevention of any disease or disorder in humans or animals, and which is conceived and/or reduced to practice by Licensee, or acquired by Licensee from a Third Party with the right to sublicense, before or during the Research Term; or is conceived and/or reduced to practice by Licensor, or acquired by Licensor from a Third Party with the right to sublicense, prior to or during the Research Term.

GPCR means a G-protein coupled receptor.

Field of Use
For this grant portion of the agreement, the Parties agree that Licensor does not grant any rights to the small molecules in the Phosphatase program,  other than those Compounds in the Muscle Field or DDR Field.

Field means the collective areas in which the Parties shall collaborate encompassing the discovery, development, supply and commercialization of products or processes in the Muscle Field, the GPCR Field or the DDR Field.

DDR Field means the discovery, development, supply and commercialization of products or processes that modulate the function of the receptor tyrosine kinases DDR1 and/or DDR2 (or any receptor having at least seventy-five percent (75%) homology with DDR1 or DDR2) whose biological action is primarily due to this modulation.

GPCR Field means the discovery, development, supply and commercialization of products or processes that directly bind and/or modulate the function of the twelve GPCRs.

Muscle Field means the discovery, development, supply and/or commercialization of products (except MuSK and/or Agrin) or processes that diagnose, prevent and/or treat conditions in humans and animals associated with the promotion or protection of skeletal muscle mass or function (including, without limitation, the diagnosis, treatment or prevention of muscle atrophy or sarcopenia).

IPSCIO Record ID: 203459

License Grant
Licensor grants an exclusive, even as to Licensor, license, with the right to sublicense, under Licensors interest in Collaboration Patents, and Collaboration Know-How, in each case solely to develop, make, have made, use, sell, have sold, offer for sale and import Products in the Field in the Territory; provided, however, that Licensor retains such rights under Collaboration Technology as are necessary to perform its obligations under the Research Program.

This agreement also includes Non-Exclusive Cross-Licenses where each Party hereby grants to the other Party a non-exclusive, royalty-free license, without the right to sub-license
(i) under such Partys interest in Collaboration Know-How for the manufacture or formulation of products other than Products, including 'cocktail' and other Combination Products; and
(ii) under such Partys interest in Collaboration Know-How, solely to conduct research in the HCV Field in the Territory.

License Property
Licensor has a research program for the discovery and optimization of nucleoside inhibitors of the NS5b polymerase in hepatitis C virus.

The Collaboration Compound shall mean a Nucleoside that satisfies the chemical and technical requirements set forth, and its Related Compounds and which
(a) is or was synthesized by or for Licensor on or before the Effective Date or during the Research Program Term; or
(b) is a Related Compound to a Collaboration Compound disclosed by Licensor to Licensee pursuant to Identification and Contribution of Collaboration Compounds and which is synthesized by or for Licensee after the Effective Date.

The Collaboration Compound Products shall mean any preparations in final form, bulk form or other form containing as an active pharmaceutical ingredient one or more Selected Compounds.

Field of Use
The Field shall mean all human and animal therapeutic, diagnostic, and prophylactic uses, including, without limitation, the treatment, prevention and prophylaxis of hepatitis C viral infections.

The HCV Field shall mean the treatment of chronic hepatitis C viral infections in humans.

The Collaboration Compound Products are for sale by prescription, over-the-counter or any other method, including without limitation any Combination Product.

IPSCIO Record ID: 279355

License Grant
License to Commercialize Collaboration Compounds –  Licensor grants to Licensee a worldwide, exclusive license, with the right to sublicense, under the Licensor IP and Licensors interest in the Collaboration IP, to make, have made, use, sell, offer to sell and import Collaboration Compounds, and/or Collaboration Products based on such Collaboration Compounds, for any and all uses and indications in the Licensee Field.

License to Compounds (Other than Collaboration Compounds)  Derived from Licensee Compounds – Licensor grants to Licensee a worldwide, exclusive license, with the right to sublicense, under the Licensor IP and Licensors interest in the Collaboration IP, to make, have made, use, sell, offer to sell and import Collaboration Compounds, and/or Collaboration Products based on such Collaboration Compounds, for any and all uses and indications in the Licensee Field.

License Property
Collaboration Product shall mean a pharmaceutical product containing a Collaboration Compound that is sold by Licensee or Licensor, or their respective Sublicensees or Affiliates.  It is understood that, in the event any Collaboration Compound is sold for therapeutic purposes, such Collaboration Compound shall be deemed a Collaboration Product and shall be subject to milestones and royalties as set forth in this Agreement.

Collaboration Compound shall mean a Licensor Compound or a Non-Exclusive Compound or a compound that is derived, directly or indirectly, from a Licensee Compound, Licensor Compound, or Non-Exclusive Compound; in each case, that modulates the biological activity of a Collaboration Target at a level of potency to be established by the JRC.  A compound shall be deemed to have been derived directly from another compound if it (i) is the result of a chemical modification made to such a compound, (ii) is otherwise obtained from a chemical synthesis program based on one or more such compounds, (iii) is based on proprietary structure-activity data obtained from the testing of one or more such compounds, or (iv) is specifically or generically within the scope of one or more claims of any patent application or patent filed by Licensor or Licensee or their Affiliates to protect any compound in category (i), (ii) or (iii) above.  A compound shall be deemed to have been derived indirectly from another compound if it is the result of a series of iterations of any or all of (i) through (iv) above.  For purposes of clarity, any compound synthesized in the course of the Collaboration and based on a Licensee Compound, Licensor Compound, or Non-Exclusive Compound which is active against a Collaboration Target at the level of potency established by the JRC shall be deemed a Collaboration Compound.  Joint Research Committee or “JRC” shall mean the entity organized to manage the scientific implementation of the Collaboration.

Licensee IP shall mean Licensee Patents and Licensee Know-how.

Collaboration IP shall mean Collaboration Patents and Collaboration Know-how.  Collaboration IP shall not include Licensor IP or Licensee IP.

Licensor IP shall mean Licensor Patents and Licensor Know-how.  Licensor IP shall not include any intellectual property owned or licensed by Licensor or its Affiliates relating to the ECLiPSâ„¢ technology (i.e., the creation or use of encoded combinatorial libraries or any tag and/or marker compounds).

Licensee Patents shall mean all Patents in the Territory Controlled by Licensee or its Affiliates as the effective date, or any other Patent Controlled by Licensee during the Term; in each case, necessary for the discovery, development, manufacture, importation or use of one or more Collaboration Compounds and/or the development, manufacture, use, sale, importation or commercialization of corresponding Collaboration Products.

Licensor Patents shall mean all Patents in the Territory Controlled by Licensor or its Affiliates as the Effective Date, or any other Patent Controlled by Licensor during the Term; in each case, necessary for the discovery, development, manufacture, importation or use of one or more Collaboration Compounds and/or the development, manufacture, use, sale, importation or commercialization of corresponding Collaboration Products.

Collaboration Patents shall mean (i) all patents and patent applications claiming any invention or discovery which was conceived or reduced to practice during the Collaboration Term and in the course of the Collaboration, by employees or agents of Licensee, Licensor or any of their respective Affiliates, either alone or jointly (including, without limitation, the synthesis and composition of matter of any Collaboration Compound, or method of use thereof; and (ii) any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions or other governmental actions which extend any of the subject matter of the patent applications or patents in (i) above, and any substitutions, confirmations, registrations, revalidations, or additions of any of the foregoing, in each case, which is owned or Controlled, in whole or part, by license, assignment or otherwise by Licensor or Licensee during the term of this Agreement; provided, however, that Collaboration Patents shall not include any Licensee Patents or Licensor Patents.

Licensor Compound shall mean any compound brought to the Collaboration by Licensor, which is Controlled by Licensor at or after the Effective Date, and which is proprietary to Licensor by virtue of being within the Licensor IP.

Field of Use
The primary objective of the alliance is to identify active molecules and bring them forward to clinical proof of concept, yielding novel candidates for drug development in various therapeutic areas.

Licensor Field shall mean, with respect to each Collaboration Compound for which Licensor has received approval to develop pursuant, all human and animal disorders and diseases treated by modulation of a Collaboration Target by such Collaboration Compound.

Licensee Field shall mean, with respect to each Collaboration Compound, all human and animal disorders and diseases treated by modulation of a Collaboration Target by such Collaboration Compound.

IPSCIO Record ID: 211864

License Grant
For the Non-Exclusive Research License to Licensor Base Technology, Licensor grants a non-exclusive, world-wide license under the Base Technology to conduct research and development activities pursuant to the Research Plan, with no right to sublicense.   Licensor also grants the right to sublicense or transfer the rights granted under the Collaboration Technology to Affiliates; and to Third Parties.
License Property
License agreement is for the development of orally bioavailable small-molecule compounds identified through the application of PTC’s proprietary GEMS (Gene Expression Modulation by Small Molecules) technology.

GEMS (Gene Expression Modulation by Small-Molecules) is a novel drug discovery platform technology which enables identification of compounds that target the post-transcriptional regulation of gene expression.

GEMS-UTR (Gene Expression Modulation by Small-Molecules Untranslated Region) is a proprietary screening technology for the identification of small molecules that modulate gene expression by targeting the post-transcriptional control processes that act through the UTRs of mRNA molecules.

The Licensed Product shall mean any Product which incorporates a Collaboration Compound as an active ingredient.  The Collaboration Compound shall mean, on a Target-specific basis, a chemical compound that is synthesized or identified by the Parties, and any metabolites, prodrugs, solvates, including without limitation hydrates, analogs, esters, salts, derivatives, stereoisomers, racemates, tautomers and polymorphs of such chemical compound which are determined to be Active. Collaboration Compound shall include any of a Hit, a Research Compound, a Lead Compound or an IND Candidate.

Field of Use
Field shall mean the prevention, treatment or diagnosis of all diseases or conditions in humans or animals.

This agreement pertains to drug discovery.

IPSCIO Record ID: 237226

License Grant
For the VLA-4 License Grant,  Licensor grants to the Swiss Licensee an exclusive license in the Territory in the Field under the VLA-4 Patent Rights and to use the VLA-4 Know-How to discover, develop, make, have made, import, export, use, manufacture, have manufactured, distribute, market, promote, offer for sale and sell Licensed Compound(s) and/or Licensed Product(s). Licensor shall retain the right to use the YLA-4 Patent Rights and VLA-4 Know-How solely in connection with the Research Program.

For the VLA-4 Non-Exclusive License Grant,  in the event that the discovery, development, making, having made, importing, exporting, use, manufacturing, having manufactured, distribution, marketing, promotion, offering for sale or sale by Licensee, its Affiliates and/or sublicensees of Licensed Compound(s) and/or Licensed Product(s) would, during the term of this Agreement, infringe a claim of an issued letters patent, or any other patent rights which Licensor owns or has the rights to license and which patents are not covered by the grant, Licensor hereby grants, to the extent Licensor is legally able to do so, a non-exclusive license in the Territory under such issued letters patent solely for Licensee to discover, develop, make, have made, import, export, use, manufacture, have manufactured, distribute, market, promote, offer for sale and sell Licensed Compound(s) and/ or Licensed Product(s) in the Territory.

Licensor grants an exclusive option right to include under this Agreement an exclusive license in the Territory for the development and commercialization of Alpha-4-Beta-7 Compounds.

License Property
Licensed Compound(s) shall mean any VLA-4 Compound and, upon the Option Date, any Alpha-4-Beta-7 Compound owned or controlled by Licensor and/or any of its Affiliates as of the Effective Date or the Option Date, as the case may be, or discovered by or on behalf of Licensor and /or any of its Affiliates in performance of the Research Program during the Research Term or during the one (1) year period following the Research Term. In addition, Licensed Compound shall include any compounds claimed in VLA-4 Patent Rights and Alpha-4-Beta-7 – Patent Rights.
Field of Use
The Field shall mean the use of VLA-4 Compounds to treat or prevent any disease, disorder or condition in humans or animals.

VLA-4 antagonists represent a new class of compounds that has shown promise in multiple preclinical animal models of asthma. The primary focus of the collaboration will be to discover orally available VLA-4 antagonists as treatments for asthma.

IPSCIO Record ID: 280326

License Grant
The parties wish to enter into a collaboration employing Licensees medicinal chemistry, analytical chemistry and primary biology capabilities and Licensors chemistry, in vitro biology, and in vivo biology capabilities, in order to develop and commercialize pharmaceutical compounds subject to and in accordance with the terms and conditions of this Agreement (the “Collaboration”).

License to Commercialize Collaboration Compounds – With respect to all Collaboration Compounds for which Licensee has received Licensors approval to develop and commercialize, Licensor grants to Licensee a worldwide, exclusive license, with the right to sublicense, under the Licensor IP and Licensor’s interest in the Collaboration IP, to make, have made, use, sell, offer to sell and import Collaboration Compounds, and/or Collaboration Products based on such Collaboration Compounds, for any and all uses and indications in the Licensee Field.

License to Compounds (Other than Collaboration Compounds) Derived from Licensee Compounds –  Licensor grants to Licensee a worldwide, perpetual, exclusive, royalty-free license, with the right to sublicense, under Licensors interest in the Collaboration IP, to exploit for any and all purposes all compounds (other than Collaboration Compounds) derived, directly or indirectly, from Licensee Compounds.

Research Licenses – The Parties hereby grant each other non-exclusive, worldwide, royalty-free research licenses, without the right to sublicense, under their respective interests in the Licensee IP, Licensor IP and Collaboration IP, in order for each Party to perform its research obligations pursuant to Research Plans during the Collaboration Term.

License Property
Collaboration Compound shall mean a Licensee Compound or a Non-Exclusive Compound or a compound that is derived, directly or indirectly, from a Licensor Compound, Licensor Compound, or Non-Exclusive Compound; in each case, that modulates the biological activity of a Collaboration Target at a level of potency to be established by the JRC.  A compound shall be deemed to have been derived directly from another compound if it (i) is the result of a chemical modification made to such a compound, (ii) is otherwise obtained from a chemical synthesis program based on one or more such compounds, (iii) is based on proprietary structure-activity data obtained from the testing of one or more such compounds, or (iv) is specifically or generically within the scope of one or more claims of any patent application or patent filed by Licensee or Licensor or their Affiliates to protect any compound in category (i), (ii) or (iii) above.  A compound shall be deemed to have been derived indirectly from another compound if it is the result of a series of iterations of any or all of (i) through (iv) above.  For purposes of clarity, any compound synthesized in the course of the Collaboration and based on a Licensor Compound, Licensee Compound, or Non-Exclusive Compound which is active against a Collaboration Target at the level of potency established by the JRC shall be deemed a Collaboration Compound.

Licensee IP shall mean Licensee Patents and Licensee Know-how.  Licensee IP shall not include any intellectual property owned or licensed by Licensee or its Affiliates relating to the ECLiPSâ„¢ technology (i.e., the creation or use of encoded combinatorial libraries or any tag and/or marker compounds).

Field of Use
Licensee Field shall mean, with respect to each Collaboration Compound for which Licensee has received approval to develop pursuant, all human and animal disorders and diseases treated by modulation of a Collaboration Target by such Collaboration Compound.

Licensor Field shall mean, with respect to each Collaboration Compound, all human and animal disorders and diseases treated by modulation of a Collaboration Target by such Collaboration Compound.

The primary objective of the alliance is to identify active molecules and bring them forward to clinical proof of concept, yielding novel candidates for drug development in various therapeutic areas.

IPSCIO Record ID: 253901

License Grant
The Parties entered a joint research and development effort to discover and/or design Nonsteroidal Compounds which act through the progesterone receptor and to develop pharmaceutical products from such compounds.  Under the terms of the collaboration, the Licensee of the Netherlands was granted exclusive worldwide rights to manufacture and sell any products resulting from the collaboration.

Licensor grants the Licensee of the Netherlands an exclusive, worldwide license, with the right to sublicense, which license shall be exclusive even as to Licensor, under Licensors Patent Rights and Collaboration Technology owned or Controlled by or licensed to Licensor, including Licensors rights in any jointly owned Patent Rights to the extent necessary, to develop, make, have made, use, manufacture, have manufactured, import, promote, offer for sale, sell, distribute, market and commercialize, with the right to sublicense, any Products in the Field.

License Property
Licensor has developed certain expertise and acquired certain proprietary rights relating to the discovery and development of pharmaceutical products for the treatment and prevention of diseases, which products act through the progesterone receptor.

The Collaboration Compound shall mean a Nonsteroidal Compound which is first identified, first confirmed, first discovered, or first synthesized and identified by either Party as mediating the activity of the Designated Target during the Research Term and those Nonsteroidal Compounds under development by Licensee as of the Commencement Date that mediate the activity of the Designated Target.

The Designated Target  shall mean the progesterone receptor, including all isoforms and variants thereof.

Product shall mean a pharmaceutical product which has as one of its active ingredients a Collaboration Lead Compound that has been approved by the applicable Regulatory Agency for marketing in a country for treatment, palliation or prevention of disease in the Field.

Field of Use
The collaboration is to focus on small molecule compounds with potential effects for the treatment and prevention of gynecological diseases mediated through the progesterone receptor.

The field shall mean the discovery, characterization, design and development of Nonsteroidal Compounds for the treatment or prevention of diseases whose beneficial effects are mediated through the Designated Target.

The research and development collaboration focus on small molecule compounds with potential effects for the treatment and prevention of gynecological diseases mediated through the progesterone receptor.

IPSCIO Record ID: 215176

License Grant
The Japanese Licensor grants the Licensee a non-exclusive license to practice inventions claimed in or covered by patents and patent applications owned or controlled by such Party relating to the discovery and commercialization of Independent Lead Compounds, Independent Products, Lead Compounds, Collaboration Lead Compounds or Products made or discovered during the Research Program Term, other know-how, information and technology owned or controlled by the other Party and developed during Research Program Term, patents and patent applications owned or controlled by such Party to the extent applicable to the Field existing as of the Agreement Date and know-how, information and technology existing as of the Agreement Date owned or controlled by such Party to the extent applicable to the Field solely for the purpose of conducting the Research Program.

In addition to the cross license, the Japanese Licensor will grant an exclusive, sub-licensable, worldwide license, to make, use and sell compounds, Collaboration Lead Compounds or Products under Licensors interest in Program Patents and Program Know-How and under terms and conditions to be separately agreed, Licensor will also grant a nonexclusive, sub-licensable, worldwide license under any Licensor Patent Rights and Know-How to the extent necessary to practice the license granted under the Program Patents and Program Know-How, including, with respect to compounds, a limited number of Licensors library compounds approved by Licensor.

And Licensor grants an exclusive, except as to Licensor, license, with the right to sublicense under the Program Patents, Program Know-How, Patent Rights and Know-How owned or controlled by Licensor during the Term to the extent necessary to develop, make, have made, use, import, offer for sale and sell any Product in the Co-Promotion Territory; and an exclusive, even as to Licensor, license, with the right to sublicense, under the Program Patents, Program Know-How, Patent Rights and Know-How owned or controlled by Licensor during the Term to the extent necessary to develop, make, have made, use, import, offer for sale and sell, with the right to sublicense, any Product in the Licensees Territory.

License Property
The parties are participating in a collaborative program to research, discover, develop, manufacture and market products that agonize or antagonize Orphan Nuclear Receptors.

An orphan receptor is an apparent receptor that has a similar structure to other identified receptors but whose endogenous ligand has not yet been identified. If a ligand for an orphan receptor is later discovered, the receptor is referred to as an 'adopted orphan'.

Orphan nuclear receptors act as regulatory proteins in a wide variety of biological processes. This, in combination with the fact that nuclear receptors are known to be activated by naturally occurring small molecules, makes orphan nuclear receptors excellent targets for orally active drugs. The goal of the collaboration is to clarify the biology of individual orphan nuclear receptors and to discover small molecules that are capable of regulating the activity of these receptors to cure or control disease.

Independent Products incorporate or are based on such Collaboration Lead Compound.

Field of Use
The field of use is the treatment of disease in humans.
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