Royalty Report: Drugs, Disease, Therapeutic – Collection: 204359

License Grant

Licensor grants a non-transferable, exclusive license, with the right to sublicense, under the Licensed Patents and Licensed Know-How, to make, use, have made, sell, offer to sell, export, import and otherwise exploit or Commercialize Program Compounds and Program Products in the Field in the Territory.

License Property

Licensees patents are those that claim the composition of matter of a modulator of the S1P1 receptor, or a method of manufacture, use or formulation thereof.

Sphingosine-1-phosphate receptor 1 (S1P receptor 1 or S1P1), also known as endothelial differentiation gene 1 (EDG1) is a protein that in humans is encoded by the S1PR1 gene.

Field of Use

The Field means all uses, including the diagnosis, prevention, treatment or control of any human or animal disease, disorder or condition.

S1P1 is designed for treatment of autoimmune and inflammatory disorders.

License Grant

Licensor grants an exclusive, worldwide, non-transferable, license, with the right to sublicense, under the Licensor Patent Rights and Know-How to make, use, including in activities directed at the research and Development of Licensed Compounds, have made, sell, have sold, offer to sell, export, import and otherwise exploit or Commercialize Licensed Compounds and Licensed Products in the Field in the Territory.

Licensor grants a non-transferable, non-exclusive license, with the right to sublicense, under the Licensor Other Patent Rights solely to the extent reasonably necessary to make, use (including in activities directed at the research and Development of Licensed Compounds), have made, sell, offer to sell, export and import and otherwise exploit or Commercialize Licensed Compounds and Licensed Products in the Field in the Territory.

License Property

MS564929 Toxicology Studies means the two (2) toxicology reports due n the IND covering the BMS compound designated BMS564929, specifically the 6 onth oral toxicology studies in rats and dogs.

6,670,386 – Bicyclic modulators of androgen receptor function

The licensed compounds and patents relate to controlling various diseases and cancers.

Field of Use

The Field means the diagnosis, prevention, treatment or control of any human or animal disease, disorder or condition, excluding the prevention, treatment or control of any human or animal hyperproliferative disease, disorder or condition. For purposes of clarity, hyperproliferative diseases, disorders and conditions are those diseases, disorders or conditions which are characterized by an abnormal increase in the proliferation or accumulation of cells and include conditions such as cancers and benign hyperplasia, but not diseases, disorders or conditions incident to an abnormal increase in the proliferation or accumulation of cells.

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).

License Grant

For the Licensee Option; Licensee Development and Commercialization, Licensor grants the exclusive right, exercisable at Licensees sole discretion, to elect, on a Licensor Program-by-Program basis, to obtain an exclusive worldwide license to Develop and Commercialize all Licensor Program Compounds, including all Back-up Compounds, within Licensor Programs as Licensed Products.

For the technology Transfer by Licensor, Licensor grants to Licensee the exclusive, even as to Licensor and its Affiliates, license, non-transferable, with the right to sublicense, under the Licensor Patents and Licensor Know-How, to make, have made, use, sell, offer to sell, export, import and otherwise exploit or Commercialize Licensed Products that are the subject of the Option so exercised, during the Term, and throughout the Field and the Territory.

License Property

Licensor has expertise in in silico modeling of biological receptors and drug discovery and design technologies.

5-HT4 Partial Agonist Program means EPIXs program to develop a partial agonist to the 5-HT4 receptor.

Licensor Program means a program of drug design, discovery and Development activities to be conducted by Licensor hereunder against Program Targets. The first Licensor Program is the 5-HT4 Partial Agonist Program.

The patents are for Thienopyridinone Compounds and Methods of Treatment.

GPCRs are the largest known class of molecular targets with proven therapeutic value. Of the top 50 selling drug worldwide, as identified by IMS, it is estimated that nearly 40 percent interact with GPCRs as their target proteins. GPCRs convert signals received from outside the cell into biological processes inside the cell.

Field of Use

The Field means any use or purpose including, without limitation, the treatment, prevention, or diagnosis of disease or a condition adverse to human health with either or both prescription and over-the-counter medicines.

The strategic collaboration agreement is to discover, develop and market novel medicines targeting four G-protein coupled receptors (GPCRs) for the treatment of a variety of diseases, including EPIX’s novel 5-HT4 partial agonist program, PRX-03140, in early-stage clinical development for the treatment of Alzheimer’s disease.