Royalty Report: Drugs, Antibody, Assay – Collection: 209552

License Grant

The English Licensor grants a world-wide and exclusive royalty bearing right and license under Patent Rights, Information, Materials and Licensed Subject Matter to make, have made, use and sell or have sold on its behalf Product, including the right to sub license third parties. Licensee shall have the right to extend such license to its Affiliates, who shall be bound by the same terms and obligations.

Licensee shall have an exclusive option to obtain a worldwide sole and exclusive right and license with respect to the following Antibodies and the Cell Lines which produce such Antibodies which are owned by Licensor and/or to which Licensor has a transferable right Anti-CD2, -CD4 (excluding YNB46. 1 and excluding NSM 47.2)

License Property

The intellectual property is relating to monoclonal antibodies developed.

Information shall mean any data, formulas, process information or other information applicable to Licensed Subject Matter known to Licensor through an Investigator on the effective date and in and to which Licensor and/or Investigator has a transferable right.

Material shall mean any material or substance which is discovered, produced or derived by an Investigator and related to Licensed Subject Matter and is in possession of Licensor through an Investigator on the effective date and in and to which Licensor and/or an Investigator has a transferable right.

Licensed Subject Matter shall mean Anti-CD18,, and all other Antibodies to which Licensee has exercised its option and the Cell Lines which produce such Antibodies.

Field of Use

This agreement is for the antibody and biotechnology industry.

License Grant

Licensor grants a Sublicense to Licensee and its Affiliates, to use the Licensor Antibodies, Cell Lines and Derivatives for the purpose of making, having made, using, selling and having sold Licensee Products.  Licensor shall provide Licensee quantities of Licensor Antibodies or Cell Lines and Derivatives, and information relating thereto.  Licensor agrees to deliver additional viable aliquots of Cell Lines or Derivatives to replace any aliquots previously delivered, which have subsequently become incapable of producing Licensor Monoclonal Antibodies and which are the same as the Licensor Cell Lines or Derivatives previously received by Licensee.

In order to protect Licensees source of supply of the Cell Lines or Derivatives Licensor warrants and agrees that Licensor shall maintain the Cell Lines and Derivatives in such a manner as will best preserve the viability thereof, in accordance with established scientific procedures.

License Property

Licensor holds exclusive licenses with respect to the Antibodies. Licensor is a supplier of specialty reagents, immuno-assay test kits and molecular research products to customers involved in biomedical research, the biotechnology industry and pharmaceutical drug discovery.

Monoclonal Antibodies to Human Interferongamma
        *1.       Antibody B133.5

         2.       Antibody 3C11C8

         3.       Antibody 2G1

Monoclonal Antibodies to Human Granulocyte Marophage-Colony Stimulating Factor

         1.       Antibody 3092

         2.       Antibody 3034

         3.       Antibody 1089

         4.       Antibody 4117

         5.       Antibody 2118

         6.       Antibody 1028

Monoclonal Antibodies to Human Tumor Necrosis Factor-alpha

         *1.      Antibody B154.7.1

         *2.      Antibody B154.9.1

Field of Use

The purpose for this agreement is for research use.

License Grant

For the Licensed Technology, the Licensor, of the Netherlands,  grants a non-exclusive, non-transferable, right and license, with the right to grant sublicenses, under the Licensed Technology, to make, have made, use, have used, offer for sale, have offered for sale, sell, have sold, import and have imported the Products in the Territory and the Field.

For the Evaluation License, Licensor grants a nonexclusive, non-transferable, worldwide right and license, with rights to sublicense, for the Term of this Agreement, under all intellectual property rights owned or controlled by Licensor as of the Effective Date or at any time during the Term, to evaluate the Secondary Assets, and all materials and information relating thereto, including without limitation the Secondary Asset Preliminary Materials, solely for the purposes of determining whether Licensee desires to exercise the Option with respect to any such Secondary Assets.

License Property

Licensor owns certain proprietary cell lines producing biosimilar monoclonal antibodies to Trastuzumab, Bevacizumab and Rituxirnab.

Product means any antibody product, including, without limitation, fragments thereof, produced by Licensee, its Affiliates or sublicensees from the Assets.

Primary Asset means CHOBC® cell lines producing the biosimilar monoclonal antibody Trastuzumab; unmodified descendants of those cell lines;  unmodified subunits, including without limitation subclones, purified or fractionated subsets thereof; and, material that contains or incorporates any of the above.

Secondary Assets means the Bevacizumab Asset and the Rituximab Asset.

Bevacizumab Asset means CHOBC® cell lines producing biosimilar monoclonal antibodies to Bevacizumab; unmodified descendants of those cell lines;  unmodified subunits, including without limitation subclones, purified or fractionated subsets thereof; and, material that contains or incorporates any of the above.

Rituximab Asset means CHOBC® cell lines producing biosimilar monoclonal antibodies to Rituxhnab; unmodified descendants of those cell lines;  unmodified subunits, including without limitation subclones, purified or fractionated subsets thereof; and, material that contains or incorporates any of the above.

Field of Use

The Field means any and all fields.  The Licensee, following a merger,  became a commercial-stage biotechnology company focused on improving patient access to important biopharmaceuticals by developing, manufacturing, and commercializing biosimilar therapeutics, or biosimilars, in targeted geographies worldwide.

Bevacizumab is a medication used to treat a number of types of cancers and a specific eye disease. For cancer it is given by slow injection into a vein and used for colon cancer, lung cancer, glioblastoma, and renal-cell carcinoma.

Rituximab is a chimeric monoclonal antibody against the protein CD20, which is primarily found on the surface of immune system B cells.

Trastuzumab is a monoclonal antibody used to treat breast cancer. Specifically it is used for breast cancer that is HER2 receptor positive.

License Grant

Research License; Supply of Mice; Materials ownership
Licensor hereby grants to Licensee, a Japanese corporation, and the Majority-Owned Affiliates of Licensee, solely as needed to exercise the rights that may be granted, a paid-up, non-exclusive license and/or sublicense of its rights, as the case may be, under the Licensed Technology, without the right to grant further sublicenses, to (i) Breed the XenoMouse Animals included solely for use in the Research Field in connection with activities described in subsections (ii) and (iii) of this Section 2.1.1, (ii) immunize such XenoMouse Animals solely with those Antigens that are Permitted Antigens at the time of immunization and (iii) use the Research Program Materials and Information solely for conducting research and development work within the scope of the Research Field.

Licensor hereby grants to Licensee, and the Majority-Owned Affiliates of Licensee solely as needed to practice the rights that may be granted in accordance with this agreement, a paid-up, non-exclusive license and/or sublicense, as the case may be, of its rights in the Licensor Materials and Information and all intellectual property rights Controlled by Licensor related thereto that are not licensed to Licensee pursuant to the license in subsection (a) above, solely to the extent that the Licensor Materials and Information are necessary or useful to Licensees practice of the license granted in subsection (a) above.

Option to enter into Product License Agreement
Licensor hereby grants to Japanese Licensee an exclusive option (an 'Option') to enter into a Product License Agreement with respect to those Permitted Antigens which have been designated as Product Antigens, as further described. Each calendar year during the term of this Agreement, Licensee may obtain up to Two (2) such Options with respect to Product Antigens, pursuant to the procedures set forth.

License Property

Licensed Technology shall mean the rights Controlled by Licensor in the Licensor Patent Rights and Licensor Know-How; provided, however, that the foregoing shall exclude the Excluded Technology.

Product shall mean (i) with regard to the Option Agreement, any composition which incorporates or is derived from (a) an Antibody that binds to a Product Antigen or (b) Genetic Material encoding such an Antibody, wherein in respect of each Product, said Genetic Material does not encode multiple Antibodies; and (ii) with regard to a Product License Agreement, any composition which incorporates or is derived from (a) an Antibody that binds to the Product Antigen (as defined in such Product License Agreement) or (b) Genetic Material encoding such an Antibody wherein, in respect of each Product, said Genetic Material does not encode multiple Antibodies.

Product Antigen shall mean (i) with regard to the Option Agreement, a Permitted Antigen as to which Licensee has obtained an Option, as further described in the Option Agreement; and (ii) with regard to a Product License Agreement, the Antigen described in the Product License Agreement.

Xenomouse Animals shall mean transgenic mice which are Controlled by Licensor and which contain unrearranged human immunoglobulin genes that are capable of producing human antibodies when immunized with an antigen.

XenoMouseâ„¢ is a leading technology for generating fully human antibody drugs useful in treating a wide range of diseases.

Field of Use

Field shall mean the use of Products (i) for human therapeutic, prophylactic and diagnostic medical purposes and as laboratory research reagen.

XenoMouseâ„¢ is a technology to enable the rapid generation of high affinity, fully human antibody product candidates to essentially any disease target appropriate for antibody therapy.

Research Field shall mean the immunization of XenoMouse Animals with Permitted Antigens, the use of materials derived or generated in whole or in part from such XenoMouse Animals that are so immunized, and the use of the XenoMouse Animals themselves, solely for the creation, identification, analysis, manufacture, research, and preclinical development of Products in the Field. For purposes of clarification, it is understood that 'immunization' of XenoMouse Animals with a Permitted Antigen includes the immunization of XenoMouse Animals with any formulation or construction of a Permitted Antigen, regardless of the three dimensional configuration of such Permitted Antigen, including, but not limited to, cell lines expressing such Permitted Antigen on their cell surface and chimeric molecules containing such Permitted Antigen; provided, however, that any research, development or use of Antibodies that bind to an excluded Antigen (other than to determine whether they bind to a Permitted Antigen) shall be outside of the scope of the licenses granted under the Option Agreement.