Royalty Report: Drugs, Cancer, Antibody – Collection: 204357

License Grant

Licensee shall receive upon request a non-exclusive license to Licensor’s proprietary technologies for use with respect to targets, that are not collaboration targets, in the Field.

License Property

The licensed property is proprietary antibody Human Engineeringâ„¢ and bacterial cell expression technologies.

All inventions, and all patent applications claiming such inventions, and know-how arising out of the activities of the parties under this Agreement will be jointly owned regardless of inventorship, subject to pre-existing agreements pursuant to which third parties have been granted rights related to technologies in-licensed from such third parties.

Field of Use

The agreement is for antibody products in the field of oncology for human applications worldwide.

License Grant

For the Collaboration Antigens, with respect to each Collaboration Antigen until such time as such Collaboration Antigen becomes a Discontinued Antigen or Failed Antigen, Licensor grant to Licensee of England
– an exclusive, worldwide right and license under the Licensed Licensor lP Rights, other than the XenoMouse Know-How Rights and XenoMouse Patent Rights, and the Licensor Process Know-How Rights and Licensor Process Patent Rights, and, subject to the Supplementary XenoMouse Agreement, the XenoMouse Know-How Rights and XenoMouse Patent Rights, in each case to Exploit Licensed Products that bind to and are directed against such Collaboration Antigen for use in the Commercial Field; and,
– an exclusive, worldwide right and license under the Licensor Subsequent Antigen-Specific Know-How Rights, Licensor Subsequent Antigen-Specific Patent Rights, Licensors rights in the Collaboration Know-How Rights and Collaboration Patent Rights, Licensor Oncology Know-How Rights, Licensor Oncology Patent Rights, Licensor Other Know-How Rights and Licensor Other Patent Rights, and,-
– an exclusive, worldwide right and license, under the Licensor Prior Antigen Specific Know-How Rights and Licensor Prior Antigen-Specific Patent Rights, and the other Licensed Licensor IP Rights solely to the extent necessary to enable Licensee to utilize Additional Technology applicable to such Collaboration Antigen, Collaboration Technology, Oncology Technology, Other Technology and Antigen-Specific Technology, in each case to Exploit Non-Antibody Products with respect to such Collaboration Antigen for use in the Commercial Field;
– an exclusive, worldwide right and license, under the Licensed Licensor IP Rights, other than the XenoMouse Know-How Rights, except solely to the extent necessary to enable Licensee to utilize Additional Technology applicable to such Collaboration Antigen, Antibody Technology, Collaboration Technology, Oncology Technology, Other Technology and Antigen-Specific Technology to Exploit Non-Licensed Products, other than Non-Antibody Products, XenoMouse  Patent Rights, Licensor Process Know-How Rights and Licensor Process Patent Rights, to Exploit Non-Licensed Products that bind to and are directed against such Collaboration Antigen for use in the Commercial Field.

For the Research and Development Program Licenses, with respect to each Collaboration Antigen, other than Discontinued Antigens or Failed Antigens, prior to the designation of a Candidate Drug that binds to and is directed against such Collaboration Antigen, Licensor grant to Licensee an exclusive, worldwide right and license, without the right to grant sublicenses, under and to the Licensed Licensor IP Rights applicable to such Collaboration Antigen, to conduct its obligations, and exercise its rights, under the applicable Research Program, Development Program.

For the Licensed Products, with respect to each Collaboration Antigen, other than Discontinued Antigens and Failed Antigens
— with respect to which a Candidate Drug has been selected, Licensor  grants the exclusive, worldwide, right and license, with the right to grant sublicenses through multiple tiers of sublicensees, under the Licensed Licensor IP Rights applicable to such Collaboration Antigen to Exploit Candidate Drugs that bind to and are directed against such Collaboration Antigen for use in the Commercial Field and, after Licensee has delivered an Election Notice to Licensor with respect to such Collaboration Antigen, all Licensed Products that bind to and are directed against such Collaboration Antigen for use in the Commercial Field, and,
— with respect to each Collaboration Antigen, other than Discontinued Antigens and Failed Antigens, with respect to which a Candidate Drug has been selected, Licensor grants the exclusive license and right of reference, with the right to grant sublicenses, under Licensors rights, titles and interests in and to any Registrations, to the extent not otherwise assigned, to Exploit Candidate Drugs and Licensed Products that bind to and are directed against such Collaboration Antigen for use in the Commercial Field.

For the Non-Licensed Products with respect to each Collaboration Antigen, other than Failed Antigens or Discontinued Antigens, Licensor grants
— the exclusive, worldwide, right and license, with the right to grant sublicenses, under Licensors right, title and interest in and to the Collaboration Know How Rights and Collaboration Patent Rights, Licensor Oncology Know-How Rights, Licensor Oncology Patent Rights, Licensor Other Know-How Rights, Licensor Other Patent Rights and the Licensor Subsequent Antigen-Specific Know-How Rights and Licensor Subsequent Antigen-Specific Patent Rights applicable to such Collaboration Antigen, and the other Licensed Licensor IP Rights solely to the extent necessary to enable Licensee to utilize Collaboration Technology, Oncology Technology, Other Technology and Antigen-Specific Technology, and,
— the exclusive, worldwide right and license, with the right to grant sublicenses, under the Licensor Prior Antigen-Specific Know-How Rights and Licensor Prior Antigen-Specific Patent Rights applicable to such Collaboration Antigen, in each case to Exploit Non-Antibody Products with respect to such Collaboration Antigen for use in the Commercial Field.

For the Antigen-Specific Technology, subject to any applicable Licensor In-License, with respect to each Discontinued Antigen, Failed Antigen and Non-Selected Antigen, Licensor grants
– the non-exclusive, worldwide right and license, with the right to grant sublicenses, under the Licensor Subsequent Antigen-Specific Know-How Rights and Licensor Subsequent Antigen-Specific Patent Rights applicable to each such Antigen to Exploit Non-Licensed Products, other than Non-Antibody Products, that bind to and are directed against such Antigen for use in the Commercial Field, and,
– the exclusive, worldwide right and license, with the right to grant sublicenses, under the Licensor Subsequent Antigen-Specific Know-How Rights and Licensor Subsequent Antigen-Specific Patent Rights applicable to each such Antigen to Exploit Non Antibody Products with respect to such Antigen for use in the Commercial Field.

For the Other Technology, Licensor grants a non-exclusive, worldwide right and license, with the right to grant sublicenses, under the Licensor Other Know-How Rights and Licensor Other Patent Rights for all purposes for use in the Commercial Field.

License Property

Licensor has rights in the XenoMouse® Animals, and other proprietary technology regarding the research, development, manufacture and commercialization of fully human monoclonal antibodies generated thereby.

Licensor Product shall mean a product containing an Antibody or Antibody Equivalent that binds to and is directed against a Discontinued Antigen or Failed Antigen.

Core Antibody Technology shall mean such Antibody Technology Controlled by Licensor that is Reasonably Necessary to complete the following portions of a Research Program generally in accordance with the template Research Program Work Plan, that has as its goal the delivery of Antibodies that meet the applicable Candidate Drug Target Profile criteria in accordance with industry standards
— the immunization of XenoMouse Animals,
— the generation of Antibodies from such XenoMouse Animals, and,
— the initial characterization of such Antibodies, consisting of binding such Antibodies to an antigen, epitope binning, as described in International Patent Application No. WO 03/48731, kinetic ranking, as described in International Patent Application No. WO 03/48730), affinity measurement, by BiaCore and KinExA, and sequencing; in each case as customarily practiced by Licensor, utilizing Licensor standard techniques and materials, other than transfer vectors
proprietary from Third Parties, for hybridoma or XenoMax Technology approaches.

Field of Use

The collaboration is for the development of antibody therapeutics for the treatment of oncology.
This alliance involves the joint discovery and development of therapeutic antibodies for up to 36 cancer targets to be commercialized exclusively worldwide by Licensee .

License Grant

Licensor hereby grants to Japanese Licensee, in the Field and within the Territory
(a) a non-exclusive right and license, with the right to sublicense, under the Licensor Background Technology to make, have made, use, sell and import Program Antibodies;
(b) a non-exclusive right and license, with the right to sublicense, under any Patent Rights and Know-How Controlled by Licensor Covering any control antibodies provided by Licensor for the sole purpose of using such control antibodies to evaluate the Program Antibodies; and
(c) an exclusive right and license, with the right to sublicense, under any Program Patent Rights or other Patent Rights and Know-How Controlled by Licensor Covering each antibody-producing cell line created by Licensor that expresses a Program Antibody provided by Licensor, for the sole purpose of using such cell line to produce the applicable Program Antibody.

License Property

Licensor Background Technology means any and all Know-How and Patent Rights owned by Licensor as of the Effective Date or that come to be Controlled by Licensor during the Program Term (other than the Program Technology) and, in particular, any such Patent Rights and Know-How Covering any Collaboration Target, Program Antibody or Collaboration Product, that are necessary for (a) research related to Collaboration Target(s) or (b) Research and Development, Manufacture or commercialization of Program Antibody(ies) or Collaboration Product(s). For the avoidance of doubt, the Parties acknowledge that, to the extent any Licensor Background Technology is covered by a license or other agreement with a Third Party, such Licensor Background Technology shall, for all purposes of this Agreement, be subject to the limitations, restrictions and financial obligations established in such Third Party license or agreement, with Licensee being responsible for payment of the portion of the financial obligations related to this Agreement arising as a result of the Collaboration. Licensor Background Technology excludes the Human Engineeringâ„¢ Technology.

Antibody means any immunoglobulin molecule whether in monospecific or any other form and shall include, without limitation, immunoglobulin fragments, such as Fv, Fab, F(ab’) and single-chain antibodies.

Program Antibody means an Antibody Product that (a) is identified or discovered by Licensor in the course of the Collaboration, or (b) the Parties agree to acquire from a Third Party, and, in the case of clauses (a) and (b), selectively binds to and acts through a Collaboration Target; provided, however, that in no event shall an Antibody Product that is subject to one or more Pre-existing Obligations become a Program Antibody unless such designation is affirmatively agreed to by the Joint Steering Committee after disclosure of the nature of such Pre-existing Obligation(s) by the applicable Party, such agreement not to be unreasonably withheld or delayed.

Antibody Product means any composition of matter or article of manufacture consisting essentially of an Antibody (a) alone or (b) integrally associated with a composition of matter or article of manufacture (including without limitation conjugates bound to a toxin, label or other moiety) providing therapeutic, half-life, safety or other advantages to the Antibody.

Program Patent Rights means any Patent Rights Controlled by a Party or jointly by the Parties that Cover any Program Technology or Program Materials.

Patent Rights means all patents and patent applications existing as of the Effective Date and all patent applications thereafter filed and patents thereafter issued, including, without limitation, any continuations, continuations-in-part, divisionals, provisionals or any substitute applications, any patent issued with respect to any such patent applications, any reissue, reexamination, renewal or extension (including any supplemental protection certificate) of any such patent, and any confirmation patent or registration patent or patent of addition based on any such patent, and all foreign counterparts of any of the foregoing.

Field of Use

Field means any and all uses except, until the expiration or termination of the Chiron Exclusivity Period, the diagnosis, prevention, control or treatment of Cancer.

License Grant

Licensor grants, in the Field and within the Territory
– an exclusive right and license, with the right to sublicense, under Licensor’s interests in any Program Patent Rights and Program Technology relating to a Program Antibody, to make, have made, use, sell and import such Program Antibody;

– an exclusive right and license, without the right to sublicense, under Licensor’s interests in any Program Patent Rights directed to one or more Antibodies binding to and reactive with the same Target as a Program Antibody, including compositions containing, methods of using and methods of making such Antibodies, to make, have made, use, sell and import such related Antibodies.

– Licensee may sublicense the rights granted in this clause but only in conjunction with a sublicense under rights to a Program Antibody.

– a non-exclusive right and license, with the right to sublicense, under the Licensor Background Technology to make, have made, use, sell and import Program Antibodies;

– a non-exclusive right and license, with the right to sublicense, under any Patent Rights and Know-How Controlled by Licensor Covering any control antibodies provided by Licensor for the sole purpose of using such control antibodies to evaluate the Program Antibodies; and

– an exclusive right and license, with the right to sublicense, under any Program Patent Rights or other Patent Rights and Know-How Controlled by Licensor Covering each antibody-producing cell line created by Licensor that expresses a Program Antibody provided by Licensor, for the sole purpose of using such cell line to produce the applicable Program Antibody.

License Property

Licensee has designated VEGF-A the initial Target, and Licensor has accepted such Target into the Collaboration.

VEGF-A means the 165 amino acid polypeptide known as Vascular Endothelia Growth Factor-A, or any variant form thereof.

Field of Use

The antibodies are for use in the prevention or treatment of human diseases and conditions.  Field means the diagnosis, prevention, control and treatment of any human disease or condition excluding, until the expiration of the Chiron Exclusivity Period, Cancer. Upon expiration of the Chiron Exclusivity Period, Cancer shall immediately be included within the Field.

License Grant

Research License hereby grants Licensee a non-exclusive, worldwide, non-transferable, royalty-free license for internal use under the Licensor Patents, Licensor Know-How and Licensors interest in the Joint Patents to the extent necessary (i) to permit Licensee to conduct its obligations and (ii) to use and characterize Targets, including, without limitation, the Overlap Targets. The license set forth above includes the right to sublicense.

Pre-Opt-In Products and Licensee Products. Subject to the terms of this Agreement, Licensor hereby grants Licensee a worldwide, exclusive license, including the right to sublicense, under the Licensor Patents, Licensor Know-How and Licensors interest in the Joint Patents (i) to use the Targets (other than Overlap Targets) for the purpose of creating, developing and marketing antibodies for commercial purposes, (ii) to use Antibody Target Candidates and Antibody Targets to make, have made, use, develop and test Antibodies, and (iii) to make, have made, use, develop, test, sell, offer to sell, have sold and import Pre-Opt-In Products and Licensee Products. Such license shall include all human prophylactic and therapeutic indications for Pre-Opt-In Products and Licensee Products and shall be milestone and royalty-bearing as set forth. The exclusivity of the license set forth is subject to Licensors retained rights.

Co-Funded Products  Licensor hereby grants Licensee a worldwide, co- exclusive license (with Licensor), including the right to sublicense, under the Licensor Patents, Licensor Know-How and Licensors interest in the Joint Patents to make, have made, use, develop, test, sell, offer to sell, have sold and import Co-Funded Products. Such license shall include all human prophylactic and therapeutic indications and shall involve profit-sharing with respect to any such Product in lieu of royalties and milestones.

Licensee Diagnostic Products  Licensor hereby grants Licensee a worldwide, co-exclusive license, including the right to sublicense, under the Licensor Patents, Licensor Know-How and Licensors interest in the Joint Patents to make, have made, use, develop, test, sell, offer to sell, have sold and import Licensee Diagnostic Products. At the time Licensee identifies a Third Party manufacturer for any such Licensee Diagnostic Product, Licensee may request the co-exclusive license be converted to an exclusive license. Licensor agrees to grant Licensee an exclusive license unless_a diagnostic product for the same Antibody Target has been submitted to the FDA for marketing approval. Such license shall include all human diagnostic indications and shall be, with respect to Licensee Diagnostic Products developed for use with Licensee Products, milestone and royalty-bearing as set forth and shall involve profit-sharing, with respect to Licensee Diagnostic Products developed for use with Co-Funded Products, in lieu of royalties as set forth.   Any exclusive license granted shall be subject to a retained right by Licensor and its licensees to make, have made, use, have used, develop, have developed and test Licensee Diagnostic Products for (i) internal research purposes or (ii) drug discovery, clinical development, pharmacogenomics analysis and inclusion in the labeling of non-antibody therapeutics and prophylactics against the same Antibody Target.

Antibody Inventions  Licensor hereby grants Licensee a worldwide, exclusive license, including the right to sublicense, under the Antibody Patents that claim Antibody Inventions invented solely or jointly by Licensee to practice such Antibody Inventions for all purposes.

License Property

Product means any therapeutic or prophylactic product developed under this Agreement, for any indication, incorporating all or substantially all of at least one variable region of an Antibody.

Licensee Diagnostic Product means a product that is being or has been developed for detection of an Antibody Target for use with a Licensee Product or a Co-Funded Product.

Antibody Inventions means an Invention directed to Antibodies, including without limitation, composition of matter, methods of manufacture, methods of use, formulations, dosing regimens, etc.

Pre-Opt-In Product means a Product for which Licensor has not made a decision whether to co-fund and for which the Opt-In Period has not expired.

Target(s) means [a gene or gene product from the Target Pool]. The term Target(s)' shall include Antibody T~get Candidates and Antibody Targets, but shall exclude specified Targets if and when such Targets cease to be Targets.

Target Pool means all human orthologues whenever identified, of the Model System Targets.

Field of Use

This agreement pertains to the drug industry to utilize the technology and expertise to identify and characterize targets for the treatment of cancer and precancerous conditions, controlling cell growth, apoptosis, and proliferation, to generate antibodies directed against such targets, and to develop and commercialize novel antibody products for diagnostic, prophylactic and therapeutic uses.

License Grant

For the Research the German Licensor grants a non-exclusive research license under Licensor Background Inventions and Licensors rights in Collaboration Data, Collaboration Materials and Collaboration Inventions, to perform its obligations under the Collaboration Plan.

For the Commercial License,  Licensor grants an exclusive, worldwide license to make, have made, use, have used, sell, have sold, offer for sale, import and have imported Licensed Products for use in the Field directed to such Licensee Target under Licensor Background Inventions, and under Licensors rights in all Patent Rights and Collaboration Inventions and Collaboration Material pertaining to such Licensee Target and Licensed Products, or the uses thereof in the Field.

License Property

Licensors HuCAL Technologies shall mean the HuCAL library and associated technologies.   The library data is for a Design of Human Combinatorial Antibody Library-Fab (HuCAL-Fab).

Field of Use

The field shall mean all therapeutic indications.  With this agreement, the Parties will collaborate in the discovery and development of human monoclonal antibodies against certain specified Licensee Targets,  to generate and characterize antibodies and optimize those antibodies and  use their expertise in developing antibodies in pre-clinical and clinical settings.

The two companies will collaborate on the development of human antibodies for the treatment of cancer.