Royalty Report: Drugs, Disease, Diabetes Treatment – Collection: 204371

$150.00

Curated Royalty Rate Report
Category: Technology Licenses, Created On: 2022-04-28, Record Count: 13

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: 13

Primary Industries

  • Drugs
  • Disease
  • Diabetes Treatment
  • Therapeutic
  • obesity
  • Drug Discovery
  • Alzheimer’s disease
  • Diagnostic
  • Proteins
  • cardiac

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: 204371

License Grant
Licensor grants to the French Licensee a non-exclusive, non-sublicensable, license solely to use the materials for the evaluation during the Evaluation Period.

Licensor grants an exclusive, except as to Licensor license, with the right to sublicense solely to Licensees affiliates, under the Research Technology and Licensors interest in Joint Patents, solely to perform the Research Collaboration Plan during the Research Collaboration Term; and on a Selected Compound-by-Selected Compound basis, effective upon Licensees selection of each Selected Compound, an exclusive license, with the right to sublicense through multiple tiers of sublicense, under the Licensed IP Rights and Licensors interest in Joint Patents, to research, develop, make, have made, use, sell, have sold, offer for sale and import such Selected Compound and Products containing or comprising such Selected Compound in the Field in the Territory.

License Property
Proprietary compounds relating to chronic treatment SERCA activators.  Compounds relates to small molecule SERCA2b modulators for the treatment of type 2 diabetes and other metabolic diseases.
Field of Use
This agreement is for the study of the treatment of type 2 Diabetes, but not on humans.

IPSCIO Record ID: 202851

License Grant
The French Licensor grants back an exclusive, worldwide, irrevocable and perpetual license, including the right to sublicense through multiple tiers of sublicense, under the Licensors Technology and interest in Joint Patents, to research, develop, make, have made, use, sell, have sold, offer for sale and import Collaboration Compounds outside of the Field.
License Property
Proprietary compounds relating to chronic treatment SERCA activators.  Compounds relates to small molecule SERCA2b modulators for the treatment of type 2 diabetes and other metabolic diseases.
Field of Use
This agreement is for the study of the treatment of type 2 Diabetes, but not on humans.

IPSCIO Record ID: 233477

License Grant
The Parties desire to enter into a collaborative relationship to identify and develop compounds that modulate 19AJ for clinical development and commercialization by Licensee.

For the Research License, Licensor grants during the Research Term and for one year thereafter, a co-exclusive, worldwide, royalty-free license, without the right to sublicense, under the Licensor Know-How, the Licensor Research Patents and Licensors interest in the Joint Patents solely to perform Licensees obligations under the Research Plan to seek to identify and to conduct research on Active Compounds.

For the Development License, Licensor grants an exclusive, even as to Licensor, except for Licensors rights, worldwide license, with the right to sublicense to Licensee Affiliates, under the Licensor Technology and Licensors interest in the Joint Patents solely to conduct development on Development Compounds, and to make, have made, and use such Development Compounds as needed for such development efforts.  Licensee will at all times be responsible for the performance of its Sublicensees and Third Party contractors under this Agreement.

For the Commercialization License, Licensor grants an exclusive, even as to Licensor, worldwide license, with the right to sublicense, under the Licensor Know-How, Licensor Commercialization Patents and Licensors interest in the Joint Patents to make, have made, use, sell, offer for sale, and import Collaboration Products in the Field of Use.

This agreement also has a non-exclusive grant back to Licensor.

License Property
19AJ means the G-protein coupled receptor referred to as 19AJ.

Collaboration Product means any pharmaceutical product that contains a Development Compound, or any prodrug, ester, salt form, stereo isomer, crystalline polymorph, hydrate or solvate thereof, and including all formulations, line extensions and modes of administration thereof.

Field of Use
The Field of Use means all therapeutic, prognostic, and diagnostic indications and applications for human and non-human purposes.

The Parties desire to identify and develop compounds that agonize or otherwise modulate the activity of 19AJ in a manner that may be useful in treating type 1 diabetes, type 2 diabetes, metabolic syndrome, obesity and other Indications.

IPSCIO Record ID: 367562

License Grant
Licensor grants to Licensee of Germany the sole and exclusive right and license, with the right to sublicense, under Licensors right title and interest in the Collaboration Technology, including the Licensor Technology and Licensors interest in any Program Technology, to research, develop, make, have made, register, use, sell, offer for sale, have sold and import Collaboration Products in the Field of Use in the Territory.
License Property
Licensor is engaged in the research and development of human pharmaceutical products, and is the owner of certain proprietary compounds, information and know how relating to glucose dependent insulin secretagogues including GPR119 and small molecule agonists thereto, which may be useful in the discovery and development of human pharmaceutical products;

GPR119 Agonist Compounds shall mean compounds that stimulate the human GPR119 receptor activity with an EC50 of less than one (1) micromole per liter (µmol/L) and with an efficacy (Emax) of at least 50% compared to the maximal effect of 100% of the reference compound AR 231453, which has an EC50 < 50nmol/L in this  assay, and exerts its biological effect primarily via this mechanism.

GPR119 is a G-protein coupled receptor (GPCR) that has been implicated as a novel target for the treatment of Type II diabetes.  The activation of GPR119 receptors located in the digestive system stimulates incretins, resulting in increased insulin production, while activation of GPR119 receptors located on pancreatic islet beta cells also stimulates insulin secretion.

Licensor Patent Rights shall mean all Patent Rights filed or to be filed by Licensor arising out of the Licensor proprietary GPR119 Agonist Compounds research program, amended as necessary to include the Patent Rights still arising out of the Licensor proprietary GPR119 Agonist Compounds research program but filed after signature of this  Agreement, and/or the collaborative Research Program with Licensor inventorship only.

Priority Patent Application EP 10162364.3, Filed 07 May 2010 at the European Patent Office
Provisional U.S.App. No. 61/220,133 filed 6/24/2009

Field of Use
The collaboration agreement is to research and develop small molecule GPR119 agonists for the treatment of Type II diabetes and other indications.

IPSCIO Record ID: 239026

License Grant
For selected targets, Licensor grants to Licensee and its Affiliates, within the Territory, a non-exclusive right and license, without any right to sublicense, except as set forth below,  under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and a co-exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Program Intellectual Property to identify and validate Selected Targets, other than Selected Targets that have become Licensee Inactive Selected Targets, Licensor Inactive Selected Targets, Licensee Targets or Licensor Targets, for the identification, evaluation and optimization of Small Molecule Compounds that are active against such Selected Targets for use in the CNS Field,  identify Small Molecule Compounds that are active against such Selected Targets through the use of such Selected Targets and undertake preclinical research and evaluation of Program Compounds, in each case in the conduct of the Research Program.

For the Inactive Selective Targets, Licensor grants to Licensee and its Affiliates, within the Territory,  a non-exclusive right and license, without any right to sublicense, except as set forth below,  under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and an exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Program Intellectual Property to validate Licensee Inactive Selected Targets for the identification, evaluation and optimization of Small Molecule Compounds that are active against such Selected Targets for use in the CNS Field,  identify Small Molecule Compounds that are active against such Licensee Inactive Selected Targets through the use of such Licensee Inactive Selected Targets and undertake preclinical research and evaluation of Small Molecule Compounds that are active against such Licensee Inactive Selected Targets.

For the Licensee targets, Licensor grants to Licensee and its Affiliates, within the Territory,  a non-exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and an exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Program Intellectual Property to identify Small Molecule Compounds that are active against Licensee Targets through the use of such Licensee Targets and undertake preclinical research and evaluation of Small Molecule Compounds that are active against such Licensee Targets.

For the Grants of Development and Commercialization Licenses, Licensor grants to Licensee and its Affiliates, within the Territory, an exclusive right and license, with the right to sublicense, under Licensors rights in the Program Intellectual Property to develop, make, have made, import, use, have used, offer for sale, sell and have sold Licensee Development Compounds and Licensee Products.

License Property
Licensor is engaged in the identification and validation of targets for use in the discovery of compounds potentially useful to prevent or treat diseases and conditions of the central nervous system.

Small Molecule Compound means a chemical compound having a molecular weight of less than 1,000 Daltons, as well as conjugates of such chemical compounds to larger molecules to improve the delivery bioavailability and/or pharmacokinetic properties of such chemical compound.

Licensors Product means a pharmaceutical product containing a Licensor Development Compound as an active ingredient.

Selected Target means any Target that is selected for research by the Joint Management Committee.

Field of Use
Both Parties are each in the business of discovering, developing and commercializing pharmaceutical products.

CNS Field means the prevention, palliation, control or treatment in humans of depression, schizophrenia, bipolar disease, dementia, anxiety, attention deficit hyperactivity disorder, anorexia nervosa and other affective disorders, Alzheimers disease and other cognitive disorders, Parkinsons disease, amyotrophic lateral sclerosis and other neurodegenerative disorders, pain, epilepsy, insomnia, narcolepsy and other sleep disorders, substance abuse and migraine.

IPSCIO Record ID: 239605

License Grant
For grant of research license, for Selected Targets, Licensor grants to Licensee and its Affiliates, within the Territory,  a non-exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and a co-exclusive right and license,without any right to sublicense, except as set forth below, under Licensor s rights in the Program Intellectual Property to identify and validate Selected Targets, other than Selected Targets that have become Licensor Inactive Selected Targets, Licensee Inactive Selected Targets, Licensor Targets or Licensee Targets, for the identification, evaluation and optimization of Small Molecule Compounds that are active against such Selected Targets for use in the CNS Field,  identify Small Molecule Compounds that are active against such Selected Targets through the use of such Selected Targets and undertake preclinical research and evaluation of Program Compounds, in each case in the conduct of the Research Program.

For Licensee Inactive Selected Targets,  Licensor hereby grants to Licensee and its Affiliates, within the Territory, a non-exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and an exclusive right and license (without any right to sublicense, except as set forth below) under Licensors rights in the Program Intellectual Property to validate Licensee Inactive Selected Targets for the identification, evaluation and optimization of Small Molecule Compounds that are active against such Selected Targets for use in the CNS Field, identify Small Molecule Compounds that are active against such Licensee Inactive Selected Targets through the use of such Licensee Inactive Selected Targets and undertake preclinical research and evaluation of Small Molecule Compounds that are active against such Licensee Inactive Selected Targets.

For the Licensee Targets, Licensor grants to Licensee and its Affiliates, within the Territory,  a non-exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and an exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Program Intellectual Property to identify Small Molecule Compounds that are active against Licensee Targets through the use of such Licensee Targets and undertake preclinical research and evaluation of Small Molecule Compounds that are active against such Licensee Targets.

For the Grants of Development and Commercialization Licenses. Licensor grants to Licensee and its Affiliates, within the Territory, an exclusive right and license, with the right to sublicense, under Licensors rights in the Program Intellectual Property to develop, make, have made, import, use, have used, offer for sale, sell and have sold Licensee Development Compounds and Licensee Products.

License Property
Small Molecule Compound means a chemical compound having a molecular weight of less than 1,000 Daltons, as well as conjugates of such chemical compounds to larger molecules to improve the delivery bioavailability and/or pharmacokinetic properties of such chemical compound.

Licensors Product means a pharmaceutical product containing a Licensor Development Compound as an active ingredient.

Selected Target means any Target that is selected for research by the Joint Management Committee.

Field of Use
Both Parties are each in the business of discovering, developing and commercializing pharmaceutical products.

CNS Field means the prevention, palliation, control or treatment in humans of depression, schizophrenia, bipolar disease, dementia, anxiety, attention deficit hyperactivity disorder, anorexia nervosa and other affective disorders, Alzheimers disease and other cognitive disorders, Parkinsons disease, amyotrophic lateral sclerosis and other neurodegenerative disorders, pain, epilepsy, insomnia, narcolepsy and other sleep disorders, substance abuse and migraine.

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: 245901

License Grant
Licensor hereby grants to the Belgium Licensee an exclusive royalty-bearing right and license, with the right to grant sublicenses, under the Licensor Intellectual Property and Licensors interest in the Collaboration Intellectual Property, to research, develop, make, have made, import, export, use, sell, offer for sale, have sold, distribute, promote, commercialize and otherwise exploit Collaboration Products in the Field in the Territoty; provided, however, that Licensor retains the right under the Licensor Intellectual Property and the Collaboration Intellectual Property to perform Licensors obligations under this Agreement, including conducting the activities set forth in the Joint Plan and Budget.
License Property
Collaboration Product means a Compound, or a pharmaceutical product containing a Compound which product is in any form or formulation or combination, delivery or production system ( e.g., cell lines that produce the protein or peptide therapeutic), or package configuration. For clarity and purposes of this Agreement, antibodies, antibody fragments, chemical compounds, antisense therapeutics, RNA and DNA therapeutics are not Collaboration Products, and 'Collaboration Product' shall not include Licensor Compositions, where 'Licensor Composition' means any active pharmaceutical ingredient ( other than a Compound) whose composition of matter, or method of manufacture or use, is claimed in or embodies any Patent Rights or Know-How solely or jointly with a Third Party owned or controlled by Licensor or any of its Affiliates which was discovered by Licensor or any of its Affiliates outside of the Research Collaboration.

Compound means any native, mutated, or chimeric protein or peptide therapeutic that directly modulates a Target (a 'Target Modulator') and was identified, and such modulation confirmed, by Licensor or Licensee in the performance of the Research Collaboration. For clarity and purposes of this Agreement, antibodies, antibody fragments, chemical compounds, antisense therapeutics, RNA and DNA therapeutics are not Compounds or Target Modulators.

Collaboration Intellectual Property means Collaboration Know-How and Collaboration Patent Rights.

Field of Use
Licensee will utilize Licensor’s proprietary AMP-Rx protein design technology to create a novel therapeutic of Licensee’ selection optimized for improved pharmaceutical characteristics and therapeutic benefits for the treatment of diabetic eye diseases.

IPSCIO Record ID: 372528

License Grant
Licensor hereby grants to Licensee and its Affiliates, and Licensee hereby accepts on its and their behalf, a sole and exclusive license, with full rights to sublicense , under the Licensor Know-How, to (a) develop, use, sell, offer for sale, and import Licensed Products containing the Compound, Derivative or Additional Licensed Compound in the Field, in the Territory, and (b) make and have made Licensed Products in the Territory for such development, use, sale, offering for sale, and importation. Licensor hereby assigns to Licensee all of its rights, title and interest in and to the Licensor Patent Rights.
License Property
US Patent #7,317,125 – Diacylglycerol acyltransferase inhibitors

Licensed Product means any product containing a Compound, a Derivative or an Additional Licensed Compound, including all formulations, dosages, and dosage forms thereof.

Compound means the compound 4-(4-(4-[(2-phenyl-5-trifluoromethyloxazole-4-carbonyl)-amino]-phenyl)-piperidine-1-carbonyl)-cyclohexanecarboxylic acid, also known as RO5131723.

Field of Use
Field means all therapeutic, prophylactic, and other pharmaceutical uses and applications for the treatment of diseases such as, for example, obesity, type II diabetes mellitus and metabolic syndrome.

Metabolic syndrome is a cluster of conditions that occur together, increasing your risk of heart disease, stroke and type 2 diabetes. These conditions include increased blood pressure, high blood sugar, excess body fat around the waist, and abnormal cholesterol or triglyceride levels.

IPSCIO Record ID: 279318

License Grant
For the exclusive license, Licensor grants to the Licensee of Japan an exclusive right and license in the Territory under Licensors interest in the Collaboration Patent and the Collaboration Know-How, with a right to sublicense, to develop, make, have made, use, offer for sale and/or sell, import and export any Active Compound, Active Claimed Compound and/or Derivative Compound, and, also with a right to sublicense, to develop, make, have made, use, import and export, offer for sale and/or sell any Collaboration Product or Product.

For the Non-Exclusive Licenses for
—  The Collaboration Technology, Licensor grants to a non-exclusive, sublicensable license in the Territory under Licensors interest in the Collaboration Patent and the Collaboration Know-How, to develop, make, have made, use, offer to sell, sell, import and export any Inactive Compound or Claimed Compound, other than Active Claimed Compounds, and upon Licensees discovery that a particular Inactive Compound or such Claimed Compound is active against a particular target, the right to negotiate to obtain the exclusive rights to such Inactive Compound or Claimed Compound, in each case in the Territory.
—  The Pre-existing Licensor Patents, In the event that the development, making, having made, use, offer for sale, sale, import and export by Licensee of any Active Compound, Inactive Compound, Active Claimed Compound, Claimed Compound or Derivative Compound, any Collaboration Product, Product or any product containing an Inactive Compound, a Claimed Compound or Derivative Compound would infringe during the term of the Agreement a claim of Pre-existing Licensor Patent, Licensor grants to the extent Licensor is legally able to do so, a non-exclusive, sublicensable, license in the Territory under such Pre-existing Licensor Patent for those purposes, and,
— The Inactive Compounds and Claimed Compounds, with respect to an Inactive Compound or a Claimed Compound, at least 90 days prior to Licensor entering into material and substantial negotiations to grant to a Third Party any rights to such Inactive Compound or Claimed Compound, Licensor agrees to notify Licensee in writing, together with a description of the chemical entity that would be the subject of such negotiations. Within 30 days after receipt from Licensor of such notice, Licensee shall notify Licensor whether or not it desires to discuss terms and conditions under which Licensor would grant exclusive rights to such Inactive or Claimed Compound to Licensee.

License Property
Licensor has expertise and proprietary technology for the discovery, generation, optimization and preclinical testing of small molecule clinical candidates from drug discovery programs.
Field of Use
The Field means the discovery, development and commercialization of small molecules for the diagnosis or therapeutic or prophylactic treatment of diseases and conditions, wherein the primary mechanism of action of such small molecules is to modulate the activity of a Collaboration Target.

IPSCIO Record ID: 240085

License Grant
For the Research, Development, Marketing and Manufacturing License, Licensor grants to the Japanese Licensee,  a non-exclusive license, or, in the case of any Third Party Patent Rights licensed to Licensor a non-exclusive sublicense, including the right to grant sublicenses, under the Patent Rights licensable or sublicensable by Licensor, including Licensors rights in any jointly owned Patent Rights, to further develop Research Compounds in connection with the development of pharmaceutical compositions for use in the Field, and an exclusive license, or, in the case of Third Party Patent Rights licensed to Licensor, an exclusive sub license or, in the event that an exclusive sublicense may not be granted to Licensee under the terms of the license granted to Licensor, a sublicense to the full extent permitted under the terms of the license granted to Licensor, including the right to grant sublicenses, under the Patent Rights licensable or sublicensable by Licensor, including Licensors rights in any jointly owned Patent Rights, to further develop Candidate Compounds and Recommended Compounds in connection with the development of pharmaceutical compositions for use in the Field, and make, have made, use, offer to sell, sell and import Products incorporating Licensed Compounds, and Licensed Compounds for use in Products, in the Territory.

For the Manufacturing, the Licensee, its Affiliates and permitted sublicensees shall have the exclusive license to manufacture Compounds and Products.

For the Transfer of Screening Technology, Licensor grants a nonexclusive, perpetual, irrevocable, worldwide license, including the right to grant sublicenses, under all of its intellectual property rights related to the FBPase screening technology to enable Licensee to exercise its rights, including, without
limitation, the development of Candidate Compounds, Recommended Compounds and Research
Compounds.

License Property
The Licensed Compound is CS917, a product candidate for the treatment of type 2 diabetes.

Compound shall mean a Research Compound, Recommended Compound, Candidate Compound or Licensed Compound.

Licensed Compound shall mean a Candidate Compound which Licensee has deemed a Licensed Compound.

Products shall mean pharmaceutical compositions incorporating a Licensed Compound. All formulations of the same drug substance for the same route of administration, such as oral, parenteral or intravenous, shall constitute a single Product.

Field of Use
Field means the treatment of Diabetes by means of lowering blood glucose levels by direct suppression of hepatic gluconeogenesis by inhibiting fructose-1, 6-bisphosphatase.

IPSCIO Record ID: 233486

License Grant
For the Research Program License, Licensor grants, during the Research Term, a non-exclusive, worldwide license, without the right to sublicense, except to subcontractors as provided in this Agreement, under the Licensor Technology solely to perform Licensee’s obligations under the Research Program.

For the Evaluation License Grant, Licensor grants, during the Option Period, a non-exclusive, limited research-use only license, without the right to sublicense, except to subcontractors as provided in this Agreement, under the Licensor Technology solely to perform Preliminary Evaluation Work and Evaluation Studies as provided in this Agreement.

For the Muscarinic Product Development and Commercialization License, Licensor grants, during the Term, an exclusive, worldwide license, with the right to sublicense even through multiple tiers of sublicense, under Licensor Technology and Licensor’s interest in Joint Patents, to develop, make, have made, use, distribute, promote, sell, offer for sale, have sold, import, and export Muscarinic Products in the Muscarinic Field.

For the Fixed Co-Formulation Product Development and Commercialization Exclusive License, effective only upon exercise of the Option and payment in full of the Option Exercise Fee, Licensor grants, during the Term, an exclusive, worldwide license, with the right to sublicense even through multiple tiers of sublicense, under Licensor Technology to develop, make, have made, use, distribute, promote, sell, offer for sale, have sold, import, and export Fixed Co-Formulation Products in the Sleep Field. For the avoidance of doubt, the license granted excludes any license under Licensor Technology to develop, make, have made, use, distribute, promote, sell, offer for sale, have sold, import, and export N-Dealkylated Licensed Compound Metabolites, and any license under Licensor Technology containing claims directed only to N-Dealkylated Licensed Compound Metabolites.

For the Fixed Co-Formulation Product Development and Commercialization Non-Exclusive License, Licensor grants, during the Term, a non-exclusive, worldwide license, with the right to sublicense even through multiple tiers of sublicense, under Licensor Technology and any other Patents directed to N-Dealkylated Licensed Compound Metabolites that are Controlled by Licensor to develop, make, have made, use, distribute, promote, sell, offer for sale, have sold, import, and export Fixed Co-Formulation Products in the Sleep Field.

For the Grant of Option, Licensor grants an option, exercisable during the Final Evaluation Period with respect to one (1) Chosen Compound, to obtain an exclusive, worldwide license, with the right to sublicense, under the Licensor Technology to develop, make, have made, use, distribute, distribute for sale, promote, sell, offer for sale, have sold, or import Fixed Co-Formulation Products in the Sleep Field.

License Property
Licensor Patents shall mean all Patents that Licensor or any of its Affiliates Controls as of the Effective Date or during the Research Term that are necessary or useful for performance of the Research Program or the Evaluation, or for the development, manufacture, use, import, offer for sale, or sale of any Selected Muscarinic Compound, Licensed Compound or Product, but excluding the Joint Patents.

The Licensor Know-How, beyond the patents, during the research term, excludes any such information relating to Licensors compounds known as -103 and -104, -104 Analogs and/or Topical Eyecare Compounds, which is Confidential Information of Licensor.

Licensor Muscarinic Compounds shall mean any compound Controlled by Licensor on the Effective Date, the primary mode of action of which is [activity as a selective] allosteric modulator, agonist, or antagonist of any one (1) or more of the five (5) muscarinic receptor subtypes, including, without limitation, Licensors proprietary [m3 antagonists), but subject to exclusion of [m1] Agonists.  Notwithstanding the foregoing or any other provision of this Agreement to the contrary, neither Licensors compound known as -104 (N-desmethylclozapine) nor any -104 Analogs shall be considered Licensor Muscarinic Compounds for purposes of this Agreement.

Muscarinic receptors are receptors that respond to acetylcholine, a neurotransmitter in the central nervous system.

Field of Use
Muscarinic Field shall mean the treatment, prevention, or both, of any disease or disorder in humans, but excluding the prevention or treatment of ocular disease.

Sleep Field shall mean the treatment, prevention, or management, or any combination thereof, as a primary objective, of any condition, disturbance, disease, or disorder in humans the principal effect(s) of which are on sleep time, sleep quality, sleep onset, sleep architecture, or sleep maintenance, or to disrupt or disturb normal sleep or sleep patterns, including without limitation insomnia, including without limitation transient, chronic, primary, and secondary insomnia; jet lag; bruxism; breathing related sleep disorders, including without limitation sleep apnea; sleep terror disorders, including sleep terrors and pavor nocturnus; sleep walking disorders; sleep paralysis; circadian rhythm sleep disorders, including without limitation delayed sleep phase syndrome, and advanced phase sleep syndrome; shift work sleep disorder; sleep enuresis; sudden infant death syndrome; narcolepsy; periodic limb movement disorder; rapid eye movement behavior disorder; other parasomnias; and other dysomnias, and also including, without limitation, any such condition, disturbance, disease, or disorder where the treatment, prevention, or management, or any combination thereof, of any such condition, disturbance, disease, or disorder may result, as a secondary objective, in [improving cognitive function, alertness, physical dexterity, coordination, symptoms of fatigue, and other detrimental symptoms associated with or arising from any of the foregoing conditions, disturbances, diseases, or disorders.

IPSCIO Record ID: 245876

License Grant
The Licensor grants to the German Licensee an exclusive, non-transferable license in the Field under the  Licensor Patents, Licensor Know-How and Licensors rights in the Joint Patents, Joint Inventions and Joint Know-How to make, have made, use, register, sell, offer to sell, import, export, Research, Develop and Commercialize Licensee Compounds, Collaboration Compounds, Potential Development Candidates, Development Candidates and Products in the Territory.

This agreement includes a non-exclusive grant back to Licensor.

License Property
The licensed patents include Inhibitors of I I B-hydroxysteroid Dehydrogenase Type I; Cyclic Inhibitors of 11 B-Hydroxysteroid Dehydrogenase 1; and, Cyclic Urea and Carbamate Inhibitors of 11 B-Hydroxysteroid Dehydrogenase 1.
Field of Use
The Field means the diagnosis, treatment, palliation or prevention of all human and animal diseases including, but not limited to, Core Indications.  Core Indication means prevention and or treatment of any of the following indications type 2 diabetes, obesity, metabolic syndrome, dyslipidemia, hypertension, and reduction of cardiovascular events.
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