Royalty Report: Drugs, Disease, Drug Discovery – Collection: 215176

$150.00

Curated Royalty Rate Report
Category: Technology Licenses, Created On: 2022-04-28, Record Count: 20

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: 20

Primary Industries

  • Drugs
  • Disease
  • Drug Discovery
  • Therapeutic
  • Diagnostic
  • Molecular
  • Assay
  • Biotechnology
  • cardiac
  • Hormones
  • Data Management
  • Proteins

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: 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.

IPSCIO Record ID: 211855

License Grant
Licensor grants the Japanese 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, 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 or useful 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 to the extent necessary to develop, make, have made, use, import, offer for sale and sell any Product in the Licensees Territory.

And, Licensor grants an exclusive, except as to Licensor, license, under the Program Patents, Program Know-How, Patent Rights and Know-How owned or controlled by Licensor, during the Term to the extent necessary or useful 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 to the extent necessary to develop, make, have made, use, import, offer for sale and sell 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.

IPSCIO Record ID: 281186

License Grant
The Japanese Licensor hereby grants and agrees to grant to Licensee (i) an exclusive (except as to Licensor), royalty-bearing license (with the right to sublicense) under the Program Patents, Program Know-How, and the Licensor Technology to the extent necessary develop, have developed (following approval of the MC in accordance with this agreement), make, have made, use, import, offer for sale, sell and have sold (following approval of the MC in accordance with this agreement) any Product in the Co-Promotion Territory; and (ii) an exclusive (even as to Licensor), royalty-bearing license (with the right to sublicense) under the Program Patents, Program Know-How, and the Licensor Technology to develop, have developed, make, have made, use, import, offer for sale, sell and have sold (with the right to sublicense) any Product in the Licensee Territory.
License Property
Product shall have the meaning regarding Lead Compound and Research Compound. Products do not include Independent Products.

Lead Compound shall mean a Substance designated by the RMC as suitable for initial development against a Current Program Target within the Field based upon results of screening performed pursuant to this agreement.  Lead Compounds may be selected as Collaboration Lead Compounds.

Research Compound shall mean any compound that is based upon a Substance that agonizes or antagonizes a Current Program Target and that is made, created, discovered, identified, invented, synthesized, optimized or acquired by or on behalf of either Party pursuant to the Research Plan, or otherwise in the course of the Program. Research Compounds may be selected as Collaboration Lead Compounds.

Program Patents shall mean patents and patent applications, both foreign and domestic, including without limitation all substitutions, provisionals, continuations, continuations-in-part, divisionals, extensions, reexaminations, reissues, renewals, supplementary protection certificates and inventors certificates, that are owned or controlled by either Party or both Parties and claim Program Inventions made during the Term in the course of the discovery, research, Pre-Clinical Development, Development and commercialization of Substances, Lead Compounds, Research Compounds, Collaboration Lead Compounds, Independent Lead Compounds, Products or Independent Products pursuant to the Program. Program Patents shall exclude Research Compound Patents and Program Know-How.

Licensor Technology shall mean, collectively, the Patent Rights and the Know-How owned or controlled by Licensor.

RMC shall mean the research management committee.

MC shall mean the marketing committee.

Field of Use
Field shall mean the agonism or antagonism of Current Program Targets for the treatment of disease in humans.

The deal is for the discovery, development and commercialization of products to treat metabolic diseases.  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.

This collaboration agreement is to research and develop orphan nuclear receptor agonists and antagonists.

IPSCIO Record ID: 203410

License Grant
The parties enter this agreement to research, discover, develop, manufacture and market products that agonize or antagonize various Program Targets for the treatment of disease in humans.

Licensor grants the Japanese Licensee an exclusive, except as to Licensor, license, with the right to sublicense, under the Program Patents, Program Know-How and the Licensor Technology to the extent necessary or useful to develop, have developed, make, have made, use, import, offer for sale, sell and have sold any Product in the CoCommercialization Territory; and an exclusive even as to Licensor, license, with the right to sublicense, under the Program Patents, Program Know-How and the Licensor Technology to develop, have developed, make, have made, use, import, offer for sale, sell and have sold any Product in the Licensrr Territory.

Licensor grants, to the extent Licensee is developing a Licensee Lead Compound or developing or commercializing a Licensee Product, an exclusive even as to Licensor, worldwide license, with the right to sublicense, under Licensors interest in the Program Patents and Program Know-How; and a non-exclusive, worldwide license, with the right to sublicense, under the Licensor Technology, in each case to develop or have developed Licensee Lead Compounds and to develop, have developed, make, have made, use, import, offer for sale, sell and have sold Licensee Products incorporating a Licensee Lead Compound.

License Property
Lead Compound shall mean a Substance designated by the Research Management Committee as suitable for initial development against a Current Program Target or a Collaboration Target within the Field based upon results of screening performed. Lead Compounds may be selected as Collaboration Lead Compounds.

Such Lead Compound or Research Compound shall be designated a Collaboration Lead Compound and any products incorporating or based upon such Collaboration Lead Compound for which an IND is submitted to a regulatory authority shall be designated as a Product.

Program shall mean the collaborative program under which Licensor and Licensee will conduct the Research Program and discover, develop, manufacture and market Products with activity against the Collaboration Targets or the Current Program Targets in the Field.

G-protein coupled receptors (GPCRs) are proteins that traverse the cell membrane seven times (also referred to as heptahelical receptors). These proteins regulate diverse biological functions including sight, taste and smell. Furthermore, GPCRs are involved in the regulation of inflammation, blood pressure, reproduction, digestion and appetite.

Field of Use
The Field shall mean the agonism or antagonism of Current Program Targets for the treatment of disease in humans.  Licensor engages in the discovery and development of a broad range of novel and superior orally available medicines that act through the regulation of gene expression.

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: 281107

License Grant
Licensor grants a worldwide right and license, without the right to grant sub licenses except to Licensee Affiliates, to use and practice Licensor Know-How and Licensor Background Technology, other than Licensor Background Assay Technology, solely to the extent necessary for Licensee to perform its obligations under the Research Program and, during and following the Research Term, to develop and commercialize Collaboration Compounds and Products in the Field.

Licensor grants a worldwide right and license, without the right to grant sub licenses except to Licensee Affiliates, to use and practice Licensor Background Assay Technology solely to the extent necessary for Licensee to perform its obligations under the Research Program and, during and following the Research Term, to discover and develop Collaboration Compounds and Products in the Field.

Licensor grants a worldwide right and license, without the right to grant sub licenses except to Licensee Affiliates, to use and practice Licensor Collaboration Technology, including Licensors interest in any jointly-owned Collaboration Technology but excluding its interests in Collaboration Compounds, solely to the extent necessary for Licensee to perform its obligations tinder the Research Program and, during and following the Research Term, to develop Products in the Field.

Licensor grants a worldwide right and license, with the right to sublicense, under Licensors Patent Rights, Background Technology, and Collaboration Technology owned or Controlled by Licensor, including Licensors rights in any jointly owned Patent Rights and jointly-owned Collaboration Technology, to the extent necessary, to research, develop, make, have made, use, manufacture, have manufactured, import, promote, offer for sale, sell, distribute, market and commercialize any Collaboration Compounds and Products in the Field.

This agreement exclusivity phase is for two years beyond the research phase, which may be extended, and includes non-exclusive grants back to Licensor.

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 mineralocorticoid receptor.

The license is for Formulae for Licensors Mineralocorticoid Antagonist Leads.

Field of Use
Field shall mean the discovery, characterization, design, development and commercialization of small molecule compounds for the treatment or prevention of diseases whose therapeutic, prophylactic or other beneficial effects are mediated, in whole or in material part, through direct modulation of the Designated Target.

This receptor plays a critical role in many illnesses, particularly cardiovascular diseases such as congestive heart failure and hypertension.

IPSCIO Record ID: 280977

License Grant
Licensor grants a worldwide, nonexclusive, license to use and practice Licensor Background Technology solely to the extent necessary to for Licensee to perform its obligations under the Research Program.

For abandoned compounds, Licensor grants a license, for use solely within the field , under any patent rights owned or controlled by Licensor relating to the composition or use or manufacture of any such abandoned Collaboration Compound or Product owned or controlled by Licensor or that was licensed by Licensee to Licensor, and to any regulatory filings, Pre-Clinical Data, and Clinical Data owned or controlled by Licensor relating to any such Collaboration Compound or Product for development or use within the Field.   Such license shall be exclusive as to the commercialization of any Collaboration Compound or Product for use within the field and shall be non-exclusive for any other use or purpose within the field, such as use of collaboration compounds for research and development purposes.

License Property
Licensor has certain expertise in the discovery, development, marketing and sales of pharmaceutical products.

The license is for Formulae for Licensees Mineralocorticoid Antagonist Leads.

The collaboration tagreement focuses on the discovery, design, and development of orally active compounds that selectively modulate the mineralocorticoid receptor.

Field of Use
Field shall mean the discovery, characterization, design, development and commercialization of small molecule compounds for the treatment or prevention of diseases whose therapeutic, prophylactic or other beneficial effects are mediated, in whole or in material part, through direct modulation of the Designated Target.

This receptor plays a critical role in many illnesses, particularly cardiovascular diseases such as congestive heart failure and hypertension.

IPSCIO Record ID: 280976

License Grant
Licensor hereby grants and agrees to grant to Japanese Licensee (i) an exclusive (except as to Licensor), royalty-bearing (in accordance with this agreement) license (with the right to sublicense as provided in this agreement) under the Program Patents, Program Know-How, and the Licensor Technology to the extent necessary or useful to develop, have developed (following approval of the MC in accordance with this agreement), make, have made, use, import, offer for sale, sell and have sold (following approval of the MC in accordance with this agreement) any Product in the Co-Promotion Territory; and (ii) an exclusive (even as to Licensor), royalty-bearing license (with the right to sublicense as provided in this agreement) under the Program Patents, Program Know-How, and the Licensor Technology to develop, have developed, make, have made, use, import, offer for sale, sell and have sold any Product in the Licensee Territory.
License Property
Product shall have the meaning regarding Lead Compound and Research Compound. Products do not include Independent Products.

Lead Compound shall mean a Substance designated by the RMC as suitable for initial development against a Current Program Target within the Field based upon results of screening performed pursuant to this agreement.  Lead Compounds may be selected as Collaboration Lead Compounds.

Research Compound shall mean any compound that is based upon a Substance that agonizes or antagonizes a Current Program Target and that is made, created, discovered, identified, invented, synthesized, optimized or acquired by or on behalf of either Party pursuant to the Research Plan, or
otherwise in the course of the Program. Research Compounds may be selected as Collaboration Lead Compounds.

Program Patents shall mean patents and patent applications, both foreign and domestic, including without limitation all substitutions, provisionals, continuations, continuations-in-part, divisionals, extensions, reexaminations, reissues, renewals, supplementary protection certificates and inventors certificates, that are owned or controlled by either Party or both Parties and claim Program Inventions made during the Term in the course of the discovery, research, Pre-Clinical Development, Development and commercialization of Substances, Lead Compounds, Research Compounds, Collaboration Lead Compounds, Independent Lead Compounds, Products or Independent Products pursuant to the Program. Program Patents shall exclude Research Compound Patents and Program Know-How.

Licensor Technology shall mean, collectively, the Patent Rights and the Know-How owned or controlled by Licensor. The Licensor Technology includes rights owned or controlled by the Subsidiary that are licensed to Licensor pursuant to the Licensor/Subsidiary Agreement.

Licensee Technology shall mean, collectively, the Patent Rights and the Know-How owned or controlled by Licensee.

RMC shall mean the research management committee.  MC shall mean the marketing committee.

Field of Use
The broad collaborative agreement is for the discovery, development and commercialization of products for the treatment of metabolic diseases.

Metabolism is the process your body uses to get or make energy from the food you eat. Food is made up of proteins, carbohydrates, and fats. Chemicals in your digestive system break the food parts down into sugars and acids, your body's fuel. Your body can use this fuel right away, or it can store the energy in your body tissues, such as your liver, muscles, and body fat.
A metabolic disorder occurs when abnormal chemical reactions in your body disrupt this process. When this happens, you might have too much of some substances or too little of other ones that you need to stay healthy.

IPSCIO Record ID: 336363

License Grant
For the License Grants for Collaborative Research, Licensor grants an exclusive, worldwide, non-transferable, except as to Japan, license, with the right to sublicense only as it relates to Japan, under the Licensor Technology and Licensors interest in the Collaboration Technology to use such technology solely to the extent necessary or appropriate to carry out Allergans research responsibilities under the Collaboration in the Field.

For the License Grant for Development and Commercial Purposes, Licensor grants the following rights and licenses
–  an exclusive, license under the Licensor Technology and Licensor’s interest in the Collaboration Technology to make, have made, and use Collaboration Lead Compounds in order to conduct necessary preclinical, clinical and other development activities on such Collaboration Lead Compounds to obtain Regulatory Approval for use in the Field as Licensee Products;
–  an exclusive license under the Licensor Technology and Licensor’s interest in the Collaboration Technology to make, have made, use and sell Licensees Products in the Field in the Territory.

License Property
Licensor has discovered compounds that are potent agonists selective for the m1 muscarinic receptor which agonists may be useful in the treatment of ocular disease such as glaucoma.

The patent is titled Compounds with Activity on Muscarinic Receptors.

Licensor Designated Compound shall mean any one of up to ten Active Compounds and their respective enantiomers and isomers, to the extent such isomers are included in the mixture tested and salts thereof,

Licensor Know-How shall mean all tangible or intangible know-how, trade secrets, inventions, whether or not patentable, data, preclinical results, physical, chemical or biological material, and other information and data on or relating to all M1 Muscarinic.

Active Compounds shall mean any M1 Muscarinic that demonstrates the requisite activity levels in the Assays pursuant to the Research Plan

M1 Muscarinics shall mean all m1 muscarinic receptor ligands in Licensor’s possession as of the Effective Date, synthesized during the Research Term pursuant to the Research Plan or in any other Licensor program which selectively targets activation of the m1 muscarinic receptor, or acquired from Third Parties during the Research Term pursuant to the Research Plan or in conjunction with any other Licensor program which selectively targets activation of the m1 muscarinic receptor.

Assays shall mean R-SATâ„¢ assays used to measure activity at all muscarinic receptors and other in vitro molecular assays as determined by the RMC.

Field of Use
The Field shall mean the prevention or treatment of ocular disease.

IPSCIO Record ID: 222558

License Grant
For the Compounds and Products, Licensor grants an exclusive license under the Licensor Technology and Licensors interest in the Collaboration Technology, exclusive even as to Licensor and its Affiliates, to make, have made, use, sell, offer to sell, import and export Agreement Products in the Territory. It is understood that such licenses shall include the right to conduct drug research and development, and the exclusive right to discover, develop, make, have made and use Agreement Compounds, during the term of this Agreement.

For the Collaboration Target-Specific Technology, Licensor grants an exclusive license, exclusive even as to  Licensor and its Affiliates, under all of Licensors interest in the Collaboration Target-Specific Technology for any and all purposes in the Territory, including the right to grant sublicenses.

For the Collaboration Platform Technology, upon conclusion of the Collaboration Term, the Parties each  grant, to the other a co-exclusive license under their respective interests in the Collaboration Platform Technology in the Territory, as follows  the Parties may each use such Collaboration Platform Technology for any and all internal uses, including without limitation, in collaboration with Third Parties for drug discovery.

For the Columbia Sublicense, Licensor grants a non-exclusive sublicense, without the right to sublicense, under the Columbia License, to make, have made, use, offer to sell, sell, import and export Agreement Products in the Territory, including, without limitation, the right to decode Library Compounds.

License Property
Licensor has developed proprietary technologies relating to the design and preparation of encoded compound libraries based upon combinatorial chemistry.  'Licensor Technology' shall mean Existing Licensor Patent Rights, Existing Licensor Know-How, and Licensor Improvements (with some exceptions).

Product means any Agreement Product or Licensees Product.

Agreement Product shall mean any product containing an Agreement Compound, including, without limitation, products for the therapeutic or prophylactic treatment or prevention of diseases and conditions in human beings or animals.

Licensees Product shall mean any product for the therapeutic or prophylactic treatment or prevention of diseases and conditions in human beings containing a Licensee Compound, provided such Licensee Product is not a Combination Product containing both a Licensee Compound and an Agreement Compound.

Active Compound shall mean a Library Compound that demonstrates activity against a specific Target, which Library Compound was found to have such activity at a concentration set forth in the applicable Collaboration Research Plan during screening of one or more Libraries by Licensor in the conduct of the Collaboration or was found to have such activity during screening by or on behalf of Licensee.

Licensor's combinatorial chemistry technology as an important component in our ongoing efforts to accelerate the drug discovery process and to identify lead compounds for development as new therapeutic entities.'

Field of Use
This agreement field relates to assays, compound screening methods and biological research tools used to design, prepare and screen compound libraries against Licensees biological targets.

IPSCIO Record ID: 289190

License Grant
Licensor grants a worldwide, exclusive license, with the right to sublicense, under the Licensed Compound Patent Rights, the Licensed Compound Know-How and Licensors interest in the Joint Patent Rights, to make, have made, use, develop, sell, offer for sale, have sold, import and export Products.

Licensor grants an option, the License Option, to acquire a worldwide, nonexclusive, or to the extent available, exclusive license, with the right to sublicense, under some or all of the Additional Patent Rights and the Additional Know-How to make, have made, use, develop, sell, offer for sale, have sold, import and export Products.

License Property
Licensor is a drug discovery company that has expertise and proprietary technology relating to compounds that modulate the Farnesoid X Receptor.

Licensed Compound means any Existing Compound or any Derivative. Any Licensed Compound shall also include any salt, metabolite, prodrug, constitutional or geometric isomer, regioisomer, stereoisomer including any enantiomer or diastereoisomer, salt form, hydrate, solvate, polymorph or other physical form of any such compound.

Bioisosteric Scaffold means any scaffold that is bioisosteric to a Licensor Agreement Scaffold and Controlled by Licensee.

Field of Use
This agreement is related to compounds targeting the farnesoid X receptor, or FXR, a nuclear hormone receptor implicated in a variety of metabolic and liver disorders.

Licensee is a multinational health care company that has expertise and capability in developing and marketing human pharmaceuticals and has research and development programs.

Farnesoid X receptor is a nuclear receptor that is encoded by the NR1H4 gene in humans.

XL335 targets the Farnesoid X Receptor (FXR) and has been shown to function as a bile acid receptor regulating genes involved in lipid, cholesterol and bile acid homeostasis. We have identified proprietary, potent and selective FXR ligands (a compound that binds to a receptor) that have good oral bioavailability and drug metabolism and pharmacokinetic properties. In rodent models of dyslipidemia, these compounds lowered triglycerides by decreasing triglyceride synthesis and secretion. In addition, they improved the high-density lipoprotein (HDL)/low-density lipoprotein (LDL) ratio and are anti-atherogenic (preventing the formation of lipid deposits in the arteries) in animal models of atherosclerosis. XL335 is also effective in models of cholestasis (a condition in which bile excretion from the liver is blocked), cholesterol gallstones and liver fibrosis. These data suggest that small molecule ligands targeting FXR should function as novel therapeutic agents for treating symptoms and disease states associated with metabolic syndrome as well as certain liver disorders.

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: 223131

License Grant
Licensee hereby grants to Licensor a worldwide, non-exclusive license under the Research Program Technology and Licensor Inhibition Mode Technology solely to perform its obligations under the Research Program as specifically provided in the Research Plan.

Licensor hereby grants to Licensee and its Affiliates a worldwide, non-exclusive license under the Licensor Core Technology (and any improvements thereto) to research, develop, make, have made, use, import, offer for sale, sell, have sold or otherwise exploit compounds that inhibit the Target (including but not limited to Program Compounds) and/or Products in the Territory.

Licensor hereby grants to Licensee and its Affiliates a worldwide, non-exclusive license under the Licensor Background Technology to research, develop, make, have made, use, import, offer for sale, sell, have sold or otherwise exploit compounds that inhibit the Target (including but not limited to Program Compounds) and/or Products in the Territory.

License Property
Research Program means the activities undertaken by or under authority of Licensee, which may include input from Licensor and the Licensor Principal Consultant, to discover and develop Program Compounds as set forth and in the Research Plan.

Research Program Technology means Research Program Know-How and Research Program Patents.
Research Program Patents mean Licensee Research Program Patents, Licensor Research Program Patents, and Joint Research Program Patents.

Licensor Inhibition Mode Technology means Licensor Inhibition Mode Patents and Licensor Inhibition Mode Know-How.

Patents within the Licensor Core Technology.
U.S. Patent No. 6,344,330 – Pharmacophore Recombination For the Identification of Small Molecule Drug Lead Compounds
U.S. Patent No. 6,335,155 – Methods for rapidly identifying small organic molecule ligands for binding to biological target molecules

Licensor Core Technology mean all patents, patent applications, invention disclosures, certificates of invention and applications for certificates of invention, owned or Controlled by Licensor or its Affiliates as of the Agreement’s Effective Date and/or during the term of the Agreement, and all information, materials and other subject matter, and improvements thereof, relating to (i) mutants or the use thereof in screening, (ii) the use of novel protein engineering techniques and their application in drug discovery, (iii) target-directed fragment discovery and maturation to produce drug leads, including monophores, extenders and fragments, and monophore, extender and fragment libraries for such purposes, (iv) covalent tethering and techniques related thereto (e.g., NMR, X-ray, mass spec. AUC, Biacore) and its use to discover fragments and test binding hypotheses of fragments and leads, or (v) dynamic and other combinatorial chemistries related to proteins, as well as any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions, supplementary protection certificates, and other governmental actions which extend any of the patent applications, patents, invention disclosures, certificates of invention or certificates of invention applications above, and all foreign counterparts to any of the foregoing.  Notwithstanding the foregoing, Licensor Core Technology shall exclude all Licensor Inhibition Mode Technology and Research Program Technology.

Licensor Background Technology means all patents, patent applications, invention disclosures, certificates of invention and applications for certificates of invention, Controlled by Licensor or its Affiliates as of the Effective Date and/or during the term of the Agreement, that (i) are necessary or useful to Licensee in the research, development, or commercialization of compounds that inhibit the Target (including but not limited to Program Compounds and Products), and (ii) are not Licensor Inhibition Mode Patents, Research Program Patents or within the Licensor Core Technology; as well as any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions, supplementary protection certificates, and other governmental actions which extend any of the patent applications, patents, invention disclosures, certificates of invention or certificates of invention applications above, and all foreign counterparts to any of the foregoing.

Field of Use
Research collaboration agreement relates to discover novel oral drugs for the treatment of viral infections.

IPSCIO Record ID: 253935

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.

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: 227245

License Grant
Licensor and Licensee are entering into this Agreement to provide for Licensor to conduct further research and development involving Licensor Technology in exchange for certain funding by Licensee and for Licensor to license, and Licensee and its Affiliates to obtain a license for, the use and practice of Screens in Licensees research and development.
License Property
Product shall mean any product which uses as one of its active ingredients a Compound which is developed by or on behalf of Licensee, each developed for a therapeutic indication based on the biological activity demonstrated by the relevant Lead Compound or the Natural Ligand in the relevant Screen.

Licensor Technology shall mean (a) prior to the Effective Date, all proprietary inventions, improvements, discoveries, claims, formulae, processes, trade secrets, technologies, owned by Licensor or to which Licensor has the rights to grant licenses or sublicenses (including any academic collaborations), and relating to technology involving the transfection and expression of Targets into yeast cells and the development of such yeast cells as Screens for the discovery of potential products; and (b) after the Effective Date, all proprietary inventions, improvements, discoveries, claims, formulae, processes, trade secrets, technologies, owned by Licesor or to which Licensor has the rights to grant licenses or sublicenses, and utilized or arising under the Research Program, provided Licensor Technology shall not include any Licensee Technology as defined of the definition of Licensee Technology. For the purposes of clarity, the identity, sequence information, and structure of the Natural Ligand for any Third Party Target, or other information on the biological function of such Third Party Target are not Licensor Technology and may be provided by Licensee to Third Parties.

Surrogate Ligand shall mean any agonist molecule whose biological activity is identified or confirmed by Licensor through the use of Licensor Technology or Licensee Technology licensed to Licensor and which is biologically active against a Target thereby causing a cellular response and which is not a Natural Ligand or Analog of such Natural Ligand for such Target.

Natural Ligand shall mean a ligand produced by a human cell or a human pathogen whose biological activity is identified or confirmed through the use by Licensee (or on behalf of Licensee) or Licensor of Licensor Technology, which ligand is biologically active against a Target thereby causing a cellular response and which is reasonably confirmed to be a ligand for the Target, provided any of such Licensor Technology is proprietary to Licensor at the time of such use by Licensee or Licensor as the case may be.

Field of Use
This agreement pertains to the drug industry relating to certain technology involving the transfection and expression of certain Targets into yeast, the identification of Surrogate Ligands and Natural Ligands for certain Targets, and the development of yeast strains suitable for drug discovery research.

The research collaboration and license agreement seeks to elucidate the function of orphan G protein-coupled receptors included within the collaboration and to create high-throughput screens to discover chemical compounds (i.e., potential drugs) that interact with these receptors.

IPSCIO Record ID: 249722

License Grant
Licensor grants a worldwide right and license, without the right to sub license, within the Territory, to use the Licensor Intellectual Property and Patent Rights and the Program Intellectual Property owned by Licensor, in each case with application to the Field to the extent necessary or useful to research, develop, have developed, make, have made, use, distribute, promote, market, offer for sale, sell, have sold, import and export Designated Compounds, Derivative Compounds thereof, Products and Shared Products and, Independent Compounds, Derivative Compounds thereof and Independent Products.

This agreement also contains non-exclusive grants for research.

License Property
Licensor has certain technology and know-how, including screening processes and libraries of mass-encoded small molecule compounds, relating to the identification, discovery, validation and optimization of novel compounds which may be useful for development of novel therapeutics employing targets implicated in a disease process.

Derivative Compounds means any analogs, homologs or isomers of a Designated Screening Compound, a Designated Shared Compound and/or an Independent Compound, as applicable. Designated Compounds means Designated Screening Compounds and Designated Shared Compounds.

Licensor Intellectual Property means, individually and collectively,
(a) all Inventions that are conceived, discovered, developed, generated, created, made or reduced to practice or tangible medium of expression solely by employees or consultants of Licensor at any time prior to the Effective Date, or after the Effective Date if such Inventions are not based upon or related to the performance of the Program;
(b) any tangible materials provided by Licensor to Licensee for use in the conduct of the Program, together with, where applicable, any analogs, derivatives, fragments, progeny, sub-cellular constituents or expression products thereof; and
( c) the NeoMorph Screening Library, ALIS and QSCD.
The term Licensor Intellectual Property, however, does not include any techniques, methodologies, know-how, information and data which is, as of the Effective Date, or later becomes, generally available to the public, other than such techniques, methodologies, know-how, information and data included in Licensor Patent Rights.

NeoMorph Screening Library means the entire collection of libraries consisting of mass-encoded small molecule organic compounds owned by Licensor and developed with NeoMorph Chemistry, comprising approximately ten million (10,000,000) different compounds.

ALIS means the Automated Ligand Identification System, an automated, ultra-high throughput ligand selection system proprietary to Licensor that is used to identify multiple classes of chemical ligands against a target protein.

QSCD means Quantized Surface Complimentary Diversity, a model proprietary to Licensor, pursuant to which discrete chemical compliments to the surfaces of a Target are defined.

Field of Use
Field means all preventative, therapeutic and diagnostic uses in humans.

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: 148361

License Grant
Licensor grants to Licensee
– the sole and exclusive worldwide right and license, with no right to sublicense under both the Licensors Technology and interest in any Joint Technology,  to use the Licensor Transporters for the identification   and/or development  of Lead Compounds and Collaboration Products in the Field of Use;

– the sole and exclusive worldwide right and license,  with the right to sublicense to Affiliates of Licensee and/or one or more Third Parties,  under both the Licensor Technology and interest in any Joint Technology,  to make, have made, use, import,  market,  offer for sale and sell Lead Compounds and Collaboration Products in the Field of Use;

– during the term of the Research Program, the sole and exclusive right and license, with no right to sublicense, under both the Licensor Ancillary Transporter Technology and interest in any Joint Technology,  to use the Licensor Ancillary Transporters  for the sole purpose of conducting selectivity testing of Lead Compounds and Collaboration Products;

– after the term of the Research Program, a non-exclusive right and license,  with no right to sublicense,  under the Licensor Ancillary Transporter Technology to use the Licensor  Ancillary Transporters for the sole purpose of conducting selectivity testing of Lead Compounds and Collaboration Products;

– during the term of this Agreement, a nonexclusive right and license, with no right to sublicense, to use all data and information generated by or on behalf of Licensor in the conduct of the Research  Program,  including data relating to Hits in the Licensor Proprietary Chemical Library, but only as shall be reasonably  necessary for Licensee to conduct research to identify and develop Lead Compounds and   Collaboration Products,  provided,  however,  that such license shall become sole and exclusive when a  Compound is designated a Lead Compound in accordance  with Article Six and shall revert to a non-exclusive  license  upon  determination  of  the  Steering Committee or  Licensee  that such Lead  Compound will not become a Collaboration Product;

– during the term of this Agreement, an exclusive right and license,  with the right to sublicense,  to use all data and information generated by or on behalf of Licensor in the conduct of the  Research Program  relating to Lead Compounds and/or Collaboration Products in the Licensor Proprietary Chemical Library,  but only as shall be reasonably necessary for Licensee to conduct research to identify and develop Lead Compounds and Collaboration Products; and

– during the term of this Agreement,  a non-exclusive right and license,  with no right to sublicense, to use the Licensor Materials but only to the extent that such right and license shall be necessary for Licensee to identify and develop Lead Compounds and Collaboration Products.

License Property
Licensor is the owner or licensee of certain patent rights relating to human glutamate transporters.

Glutamate transporters are a family of neurotransmitter transporter proteins that move glutamate – the principal excitatory neurotransmitter – across a membrane.

Licensor Transporters mean EAAT-2 and EAAT-3  protein of amino-acid compositions.

Field of Use
The field means all therapeutic, prophylactic and diagnostic uses.

IPSCIO Record ID: 249765

License Grant
For the License to Licensed Products,  Licensor grants an exclusive, even as to Licensor, right and license in the Territory and within the Field under the Licensor Patent Rights and to use the Licensor Know-How to make, have made, use, distribute, promote, market, offer for sale, sell, import and export Licensed Products.

For License to Compounds, Licensor grants an exclusive, even as to Licensor, right and license in the Territory and within the Field under the Licensor Patent Rights and to use the Licensor Know-How to research, develop, make, have made, import, export and use the Selected Compounds, and Active Compounds, Improved Active Compounds and Preliminary Compounds of the same Chemotype as such Selected Compounds, Designated Compounds and Derivative Compounds, for research purposes and to develop Licensed Products.

This agreement also includes non-exclusive grants for research.

License Property
Licensor has certain technology and knowhow, including screening processes of libraries of mass-encoded small molecule compounds, relating to the identification, discovery, validation and optimization of novel compounds which may be useful for development of novel therapeutics employing targets implicated in a disease process.

Preliminary Compound means any Compound identified as having binding activity when tested against a Target pursuant to the Screening Program and which has Kd values of 10 micromolar or less (i.e., Kd ~ 1 OµM) or such other binding affinity threshold for a specific Target as shall be agreed upon by the parties in writing.

ALIS means the Automated Ligand Identification System, an automated, ultrahigh throughput ligand selection system proprietary to Licensor that is used to identify multiple classes of chemical ligands against a target protein.

OSCD means Quantisized Surface Complimentary Diversity, a model proprietary to Licensor, in terms of which discrete chemical compliments to the surfaces of a Target are defined.

Licensor Know-How means all proprietary information, data and know-how relating to the NeoMorph Screening Library, NeoMorph Focused Libraries, NeoMorph Chemistry, ALIS, QSCD, the Compounds, Active Compounds, approved Active Compounds, Selected Compounds, Derivative Compounds, Designated Compounds or Licensed Products together with, where applicable, any analogs, derivatives or fragments thereof.

Chemotype means a family or group of Compounds closely structurally related to one or more Active Compounds.

Field of Use
The Field means the treatment or prevention of any disease or condition in humans or animals.

Licensee is interested in identifying potential pharmaceutical products for treatment of certain human diseases and wishes to identify compounds that exhibit a high degree of chemical binding and functional activity to specific protein targets.

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