Royalty Report: Drugs, Drug Discovery, Disease – Collection: 230787

$150.00

Curated Royalty Rate Report
Category: Technology Licenses, Created On: 2022-04-28, Record Count: 11

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: 11

Primary Industries

  • Drugs
  • Drug Discovery
  • Disease
  • Therapeutic
  • Diagnostic
  • Assay
  • Molecular
  • Autoimmune
  • ribonucleic acid
  • Proteins
  • Antibody

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: 230787

License Grant
Licensor grants to Licensee an exclusive, except to the extent necessary and/or useful for Licensor to perform its obligations under this Agreement, nontransferable license under the Licensor Compound Patent Rights, Licensor Compound Know-How and/or Licensor Target Know-How in the Territory relating to Clinical Candidates(s), with the right to sublicense, to make, have made, use, have used, sell, have sold, offer to sell, have offered to sell, or import or have imported, Products and Target Biomarkers.

Licensor grants a nonexclusive, nontransferable and non-sublicensable license in the Territory under the Licensor Patent Rights and Licensor Know-How and/or Licensor Target Know-How to perform its obligations under the Research Program.

Licensor grants an exclusive, irrevocable, non-transferable license under the Licensor Patent Rights, Licensor Know-How and/or Licensor Target Know-How in the Territory for Novel Gene Target(s), with the right to sublicense, to make, have made, use, have used, sell, have sold, offer to sell, have offered to sell, or import or have imported any pharmaceutical product.

License Property
Licensor has developed and controls certain chemical genomics technology related to facilitating drug discovery and development.

The licensed technology, patents and know-how includes Signature Sets and Target Biomarkers, siRNA molecules, METS profiling.

The product is any pharmaceutical product using a compound developed from the Licensor technology.  Licensor will use its AvalonRxTM drug discovery engine to identify lead compounds.

Field of Use
The use is for treating inflammatory and autoimmune disorders of humans, for diagnostic and therapeutic indications.

Collaboration agreement is to discover and develop small molecule therapeutic compounds in the area of inflammatory disease.

IPSCIO Record ID: 209539

License Grant
Licensor grants exclusive worldwide license,  with the right to sublicense, to use such Licensor Technology as is necessary to make, have made,  use, have used, sell, have sold and import Collaboration Compounds or Products in the Territory.
License Property
Product(s) means any product containing a Development Compound.  Development Compound(s) means a compound (or-compounds) which is a Lead Compound or (ii) is derived from a Lead Compound;  and are determined by Licensee to be appropriate for preclinical studies for the purpose of IND filing  by Licensee.

Licensor has developed and owns certain drug discovery technology and intellectual property rights,  including but not necessarily limited to chemical library design software, multi-parallel synthesis and  purification methods,  chemical libraries suitable for biological screening assays and medicinal chemistry.

Licensee desires to utilize Licensor Technology for its drug discovery activities under Licensee know-how concerning the identification and characterization of novel small molecule inhibitors for development as therapeutics for treatment of human disease in the area of oncology.

Field of Use
The Field means all therapeutic indications of human disease for the Collaboration Target.  Licensee desires to utilize Licensor Technology for its drug discovery activities under Licensee know-how  concerning the identification and characterization of novel small molecule inhibitors for development as therapeutics for treatment of human disease in the area of oncology.

IPSCIO Record ID: 279355

License Grant
License to Commercialize Collaboration Compounds –  Licensor grants to Licensee a worldwide, exclusive license, with the right to sublicense, under the Licensor IP and Licensors 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, exclusive license, with the right to sublicense, under the Licensor IP and Licensors 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 Property
Collaboration Product shall mean a pharmaceutical product containing a Collaboration Compound that is sold by Licensee or Licensor, or their respective Sublicensees or Affiliates.  It is understood that, in the event any Collaboration Compound is sold for therapeutic purposes, such Collaboration Compound shall be deemed a Collaboration Product and shall be subject to milestones and royalties as set forth in this Agreement.

Collaboration Compound shall mean a Licensor Compound or a Non-Exclusive Compound or a compound that is derived, directly or indirectly, from a Licensee 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 Licensor or Licensee 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 Licensee Compound, Licensor 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.  Joint Research Committee or “JRC” shall mean the entity organized to manage the scientific implementation of the Collaboration.

Licensee IP shall mean Licensee Patents and Licensee Know-how.

Collaboration IP shall mean Collaboration Patents and Collaboration Know-how.  Collaboration IP shall not include Licensor IP or Licensee IP.

Licensor IP shall mean Licensor Patents and Licensor Know-how.  Licensor IP shall not include any intellectual property owned or licensed by Licensor 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).

Licensee Patents shall mean all Patents in the Territory Controlled by Licensee or its Affiliates as the effective date, or any other Patent Controlled by Licensee during the Term; in each case, necessary for the discovery, development, manufacture, importation or use of one or more Collaboration Compounds and/or the development, manufacture, use, sale, importation or commercialization of corresponding Collaboration Products.

Licensor Patents shall mean all Patents in the Territory Controlled by Licensor or its Affiliates as the Effective Date, or any other Patent Controlled by Licensor during the Term; in each case, necessary for the discovery, development, manufacture, importation or use of one or more Collaboration Compounds and/or the development, manufacture, use, sale, importation or commercialization of corresponding Collaboration Products.

Collaboration Patents shall mean (i) all patents and patent applications claiming any invention or discovery which was conceived or reduced to practice during the Collaboration Term and in the course of the Collaboration, by employees or agents of Licensee, Licensor or any of their respective Affiliates, either alone or jointly (including, without limitation, the synthesis and composition of matter of any Collaboration Compound, or method of use thereof; and (ii) any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions or other governmental actions which extend any of the subject matter of the patent applications or patents in (i) above, and any substitutions, confirmations, registrations, revalidations, or additions of any of the foregoing, in each case, which is owned or Controlled, in whole or part, by license, assignment or otherwise by Licensor or Licensee during the term of this Agreement; provided, however, that Collaboration Patents shall not include any Licensee Patents or Licensor Patents.

Licensor Compound shall mean any compound brought to the Collaboration by Licensor, which is Controlled by Licensor at or after the Effective Date, and which is proprietary to Licensor by virtue of being within the Licensor IP.

Field of Use
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.

Licensor Field shall mean, with respect to each Collaboration Compound for which Licensor has received approval to develop pursuant, all human and animal disorders and diseases treated by modulation of a Collaboration Target by such Collaboration Compound.

Licensee 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.

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: 248009

License Grant
At Licensees option, The German Licensor shall grant a non-exclusive license in the Territory, under Licensors rights in Licensor Returned QT Know-How and Returned QT Patent Rights to the extent necessary
– to research, develop, make and use any or all of the following in connection with the use of the Returned QT to discover or develop Small Molecule Drugs
(1) the Licensor Configured Assay that embodies or is based on a Returned QT, together with the standard operating procedures and reagents necessary,  to use such Licensor Configured Assay for such purpose;
(2) if a Second Stage QT is designated as a Returned QT, the most promising lead structure under development by Licensor, and the optimization history of such lead structure and the data pertinent to critical optimization decisions that relate to such lead structure, the Second Stage Information, including without limitation, information on the major structural templates that were evaluated by Licensor and relevant SAR data; and
(3) if a Third Stage QT is designated as a Returned QT, the most promising lead structure under development by Licensor, and the optimization history of such lead structure and the data pertinent to critical optimization decisions that relate to such lead structure, the Third Stage Information, including without limitation, related SAR data, related pharmacological data, including toxicology and ADME information, and information related to chemical synthesis, provided, however, that, in the case of a Second Stage QT or a Third Stage QT, Licensor shall not be obligated to grant any such license with respect to the most promising lead structure if such lead structure is under development by Licensor as a Development Candidate or later stage drug candidate outside of the Licensor Development Program, in which event Licensor shall be obligated to grant such a license with respect to the next most promising lead structure that is not a Development Candidate or later stage drug candidate outside of the Licensor Development Program, and,
– to make, have made, import, use, have used, offer for sale, sell and have sold Small Molecule Drugs that are discovered or developed by Licensee through the use of Returned QTs.

This agreement includes exclusive and non-exclusive grants back to Licensor from Licensee.

License Property
Licensor is engaged in the business of conducting research in the field of human genomics, an objective of which is to discover potential biological targets and assays for use in drug discovery.

Cell-Based Assay means a Licensor Configured Assay that uses a QT incorporated in a cell or presented on the surface of a cell, as distinct from a biochemical assay in which the QT is assayed in a cell-free context.

Qualified Target or QT means a target for Small Molecule drug discovery identified or developed in the course of the Target Discovery Program that has all of the following characteristics
– is a Druggable Target that is a complete coding sequence of a human gene;
– has a Disease/Therapeutic Hypothesis;
– is either a Novel Protein, or fill Unrecognized Protein, or a Druggable Target that is otherwise approved by the Licensor Program Director as a Qualified Target; and
– the use of such target in the manner contemplated in the Research Plan would not, at the time of its identification or annotation in the Target Discovery Program, infringe one or more claims of an issued patent in the country in which such use of the target is expected to occur, unless such target is otherwise approved by the Licensor Program Director.

Non-Exclusive QT means a QT that has a Disease/Therapeutic Hypothesis in both a CFA and Non-CFA and that is designated by Licensee as a Non-Exclusive QT within seven (7) business days after such QT is entered into the QT Pool and a Licensee-Designated NonCFA means one Non-CFA that is associated, on the basis of a Disease/Therapeutic Hypothesis, with a QT, as designated by Licensee at the time such QT is designated a Non-Exclusive QT by Millennium.

Field of Use
Field means therapeutic and prophylactic treatment of all human diseases and conditions.  This agreement is to identify and develop small molecule drugs for the treatment of certain human diseases and conditions.

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: 249719

License Grant
Licensor grants the Japanese Licensee an exclusive, worldwide, right and license, within the Territory, to use the Licensor Know-How and Patent Rights and Licensors undivided interest in any Program Intellectual Property and Joint Program Patent Rights, as embodied in or related to any Designated Compounds, to research, develop, make, have made and use such Designated Compound to develop Licensed Products and to make, have made, use, distribute for sale, promote, market, offer for sale, sell, have sold, import and export Licensed Products.

This agreement includes non-exclusive terms as well.

License Property
The licensed property includes
(a) the Ne0Morph Screening Library,
(b) the NeoMorph Focused Libraries,
(c) ALIS and QSCD,
(d) the Candidate Compound A,
(e) the Candidate Compound B,
(d) the Candidate Compound C, together with, where applicable, any analogs, derivatives, fragments, sub-cellular constituents or expression products thereof and
(e) any other tangible materials provided by Licensor to Licensee for use in the conduct of the Program, which is Controlled by Licensor, primarily relates to a Designated Compound or Licensed Products, whether or not patentable.

NeoMorph Chemistry means the process, proprietary to Licensor, of forming libraries and sub-libraries of discrete compounds by coupling a broad set of diverse cores with diverse sets of building blocks employing proprietary mass-coding algorithms.

NeoMorph Focused Libraries means those compounds synthesized by Licensor derived from Active Compounds identified by Licensee in bioassays or functional assays 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 at least 10,000,000 different compounds.

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. Licensor has certain technology and know-how, 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.

Field of Use
The Licensees intended use is 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.

The Field means treatment of any disease in humans.

IPSCIO Record ID: 203296

License Grant
For the Non-Exclusive Research License to Licensors Base Technology,  Licensor grants a non-exclusive, world-wide license under the Base Technology and Collaboration Technology to conduct research and Development activities with respect to Targets, Hits, Research Compounds, Lead Compounds and IND Candidates pursuant to the Research Plan.   Licensor also grants the right to sublicense or transfer the rights granted to Licensee under the Collaboration Technology to  Affiliates; and to Third Parties.
License Property
The Licensed Product shall mean any Product which incorporates a Collaboration Compound as an active ingredient.  The Collaboration Compound shall mean, on a Target-specific basis, a chemical compound that is synthesized or identified by the Parties, and any metabolites, prodrugs, solvates, including without limitation hydrates, analogs, esters, salts, derivatives, stereoisomers, racemates, tautomers and polymorphs of such chemical compound which are determined to be Active. Collaboration Compound shall include any of a Hit, a Research Compound, a Lead Compound or an IND Candidate.

Licensor is a biopharmaceutical company which is focused on the discovery, development and commercialization of small molecules which target post-transcriptional control of protein expression, and which owns certain proprietary technologies for developing small molecule drugs by targeting such post transcriptional control mechanisms, including GEMS.

GEMS (Gene Expression Modulation by Small-Molecules) is a novel drug discovery platform technology which enables identification of compounds that target the post-transcriptional regulation of gene expression.

Gene Expression Modulation by Small-molecules (GEMS) is PTC’s novel and proprietary screening technology for the identification of small-molecules that modulate post-transcriptional control mechanisms. Compounds identified through the GEMS technology modulate gene expression by targeting the post-transcriptional control processes that act through the untranslated regions (UTRs) of messenger RNA (mRNA) molecules.

Field of Use
The Field shall mean the prevention, treatment or diagnosis of all diseases or conditions in humans or animals.

Parties wish to collaborate on specific therapeutic targets with a focus on cardiovascular, metabolic and addictive diseases, and the discovery of clinical candidate small molecules which act upon such targets.
This agreement pertains to drug discovery.

IPSCIO Record ID: 211827

License Grant
The parties wish to collaborate in a chemical lead and drug discovery program.  This agreement has an exclusive period.  Licensee has a non-exclusive right to use Licensors Technology as necessary to conduct activities under the Research Program.  Additionally, Licensor grants an exclusive, worldwide license, with the right to sublicense to use such Licensor Technology as is necessary to make, have made, use, have used, sell, have sold, import and export Active Compounds, Development Compounds and/or Products in the Territory.
License Property
Licensor has developed, licensed and/or owns certain drug discovery technology and intellectual property rights, including chemical library design software, multi-parallel synthesis and purification methods, chemical libraries suitable for high throughput biological screening assays and medicinal chemistry (collectively, 'CombiChem Technology').

Licensee desires to utilize CombiChem Technology for its drug discovery activities under Licensee know-how concerning the identification and characterization of novel small molecule inhibitors for development as therapeutics for treatment of diseases in humans.

Licensee and its Affiliates have developed and own certain drug discovery and intellectual property rights, including certain assays, methods and know how regarding the Initial Target, among other things (collectively 'ICOS Technology').

The Product means any product containing an Active Compound or Development Compound with such compound as the active ingredient or one of the active ingredients, which is the subject of one or more claims under a Collaboration Patent and which is granted regulatory approval by the governing health regulatory authority of the applicable country for marketing in the Field.

The Product means any product containing an Active Compound or Development Compound with such compound as the active ingredient or one of the active ingredients, which is the subject of one or more claims under a Collaboration Patent and which is granted regulatory approval by the governing health regulatory authority of the applicable country for marketing in the Field.

Field of Use
The Field means all therapeutic indications in humans for any Target against which a Collaboration Compound, Active Compound, Development Compound or Products may be directed.

IPSCIO Record ID: 248094

License Grant
The Parties are collaborating in the validation of targets for, and the discovery, development and commercialization of small molecules, antibodies, antisense molecules, proteins and other therapeutic agents, and diagnostic products.

For the Research Licenses, Licensor grants a worldwide, co-exclusive license during the Research Program Term, under Licensors rights to the Program Intellectual Property, to validate Program Targets for the identification, evaluation and optimization of Small Molecules, Antibodies, Antisense Molecules, Proteins and/or Other Molecules for use as Small Molecule Drugs or Biotherapeutic Products, as the case may be, in the Metabolic Disease Field, and, identify, evaluate and optimize Small Molecules, Antibodies, Antisense Molecules, Proteins and/or Other Molecules through the use of such Program Targets for use as Small Molecule Drugs or Biotherapeutic Products. as the case may be, in the Metabolic Disease Field, and, undertake Candidate Characterization of Program Compounds and Program Biotherapeutics in the conduct of the Research Program, and, undertake such other activities as may be necessary in furtherance of the Research Program.

Licensor grants a worldwide, non-exclusive license, under Licensors rights to the Program Intellectual Property, to validate Licensee Unilateral Targets for the identification, evaluation and optimization of Small Molecules. Antibodies, Antisense Molecules, Proteins and/or Other Molecules for use as Small Molecule Drugs or Biotherapeutic Products, as the case may be, in the Metabolic Disease Field, and, identify, evaluate and optimize Small Molecules, Antibodies. Antisense Molecules, Proteins and/or Other Molecules, including those that constitute the Associated Chemistry or the Associated Biotherapeutics, if any, of a Program Target that becomes a Licensee Unilateral Target, through the use of such Millennium Unilateral Targets for use as Small Molecule Drugs or Biotherapeutic Products. as the case may be, in the Metabolic Disease Field, and,  undertake Candidate Characterization of such Small Molecules, Antibodies, Antisense Molecules, Proteins and/or Other Molecules.

Licensor grants a worldwide, non-exclusive license, under Licensors rights to the Program Intellectual Property, to use the Licensor Released Compounds for internal research purposes only.

Licensor grants a worldwide, co-exclusive license, under Licensors rights to the Program Intellectual Property, to Develop and Manufacture Joint Drug Development Candidates or DDCs for use as Joint Products; and, make, have made, use, sell, offer for sale, import and export Joint Products in the Territory; and, undertake such other activities as may be necessary in furtherance of the Development Program and the Commercialization Program.

Licensor grants a worldwide, non-exclusive license, under Licensors rights to the Program Intellectual Property, to Develop and Manufacture Small Molecules, Antibodies, Antisense Molecules, Proteins and/or Other Molecules, as the case may be, identified through the use of Licensee Unilateral Targets for use as Licensee Unilateral Products, and, a worldwide, exclusive license, under Licensors rights to the Program Intellectual Property, to Develop and Manufacture Small Molecules included in a Licensee Unilateral Targets Associated Chemistry, and, Antibodies, Antisense Molecules, Proteins and/or Other Molecules included in a Licensee Unilateral Targets Associated Biotherapeutics, and, Licensee Unilateral DDCs, in each case, for use as Licensee Unilateral Products and, a worldwide, exclusive, license, under Licensors rights to the Program Intellectual Property, to make. have made, use, sell, offer for sale, import and export Licensee Unilateral Products in the Territory,

Licensor grants a worldwide, co-exclusive license, under Abbotts rights to the Program Intellectual Property, to develop, make, have made, use, sell, offer for sale, import and export Third Party Program Diagnostics for use in the Metabolic Disease Field in the Territory, and, to develop Joint Program Diagnostics for use in the Metabolic Disease Field in the Territory. Such license shall carry an obligation of profit-sharing with respect to Third Party Program Diagnostics sold in the Territory.

Licensor grants a worldwide license, under Licensors rights to the Program Intellectual Property, to develop, make, have made, use, sell, offer for sale, import and export Licensee Unilateral Diagnostics for use in the Metabolic Disease Field in the Territory.

License Property
Program Target means any Druggable Target or Biotherapeutic Gene for which the Joint Research Committee determines that there exists reasonable scientific rationale for the utility of such target or gene for the identification of Small Molecules, Antibodies, Antisense Molecules, Proteins or Other Molecules intended for use as Small Molecule Drugs or Biotherapeutic Products, as the case may be, in the Metabolic Disease Field.

Antisense Molecule means a nucleic acid or a functional analog, derivative or homologue thereof which is complementary to a segment of DNA of a target gene or such target genes cognate RNA and which, upon delivery by any means, alters the transcription, processing, elaboration, RNA expression or protein production of or by such target gene.

Associated Biotherapeutics means, with respect to a Program Target that has been designated a Unilateral Target or a Released Target, as the case may be, all Program Biotherapeutics that interact with such target or are encoded by such target or are chemically modified versions of the Program Biotherapeutics encoded by such target.

Biotherapeutic Product means a Therapeutic Antibody Product, a Therapeutic Antisense Product, a Therapeutic Protein Product, and/or a Therapeutic Other Molecular Product, as the case may be.

Field of Use
The use is to aid in the diagnosis, prognosis, monitoring, prevention and treatment of certain metabolic diseases.  Metabolic Disease Field means Obesity, Type 1 Diabetes and Type 2 Diabetes. The Metabolic Disease Field specifically excludes insulin therapy and autoimmune and immunomodulating mechanisms for Type 1 Diabetes.

IPSCIO Record ID: 240467

License Grant
Licensor grants to the German Licensee an exclusive license in the Territory, under Licensors rights to Licensors Know-How and Patent Rights,  to research, develop, make and use Selected Qualified Targets (QT), other than Returned QTs and Non-Exclusive QTs and Configured Assays that embody or are based on such Selected QTs, to the extent necessary to discover or develop Licensee Royalty Products and to make, have made, import, use, have used, offer for sale, sell and have sold, in the Field, Licensee Royalty Products that are discovered or developed through the use of Selected QTs, other than Returned QTs and NonExclusive QTs, subject, in the case of both, to any applicable field restrictions or exclusivity limitations in the case of any Selected QTs that are
Restricted Targets.

With Respect to Returned QTs, Licensor grants a non-exclusive license in the Territory, under Licensors rights to Licensor Know-How and Patent Rights, to research, develop, make and use the Returned QTs and Configured Assays that embody or are based on such Returned QTs, to the extent necessary to discover or develop Licensee Royalty Products, and make, have made, import, use, have used, offer for sale, sell and have sold, in the Field, Licensee Royalty Products that are discovered or developed through the use of Returned QTs, subject, in the case of both, to any applicable field restrictions in the case of any Restricted Targets.

License Property
Licensee is engaged in the business of conducting research in the field of human genomics, an objective of which is to discover potential biological targets and assays for use in drug discovery.

Cell-Based Assay means a Licensee Configured Assay that uses a QT incorporated in a cell or presented on the surface of a cell, as distinct from a biochemical assay in which the QT is assayed in a cell-free context.

Qualified Target or QT means a target for Small Molecule drug discovery identified or developed in the course of the Target Discovery Program that has all of the following characteristics
– is a Druggable Target that is a complete coding sequence of a human gene;
– has a Disease/Therapeutic Hypothesis;
– is either a Novel Protein, or fill Unrecognized Protein, or a Druggable Target that is otherwise approved by the Licensee Program Director as a Qualified Target; and
– the use of such target in the manner contemplated in the Research Plan would not, at the time of its identification or annotation in the Target Discovery Program, infringe one or more claims of an issued patent in the country in which such use of the target is expected to occur, unless such target is otherwise approved by the Licensee Program Director.

Non-Exclusive QT means a QT that has a Disease/Therapeutic Hypothesis in both a CFA and Non-CFA and that is designated by Licensor as a Non-Exclusive QT within seven (7) business days after such QT is entered into the QT Pool and a Licensor-Designated NonCFA means one Non-CFA that is associated, on the basis of a Disease/Therapeutic Hypothesis, with a QT, as designated by Licensor at the time such QT is designated a Non-Exclusive QT by Millennium.

Field of Use
This agreement is to identify and develop small molecule drugs for the treatment of certain human diseases and conditions.

'COLLABORATIVE FOCUS AREA' means one or more of the following human diseases and/or conditions (a) osteoporosis; (b) liver fibrosis; (c) hematological diseases and/or conditions (not including diseases and/or conditions excluded under subsections (d) and (e) below); (d) oncology, including, but not limited to, lung cancer, breast cancer, ovarian cancer and colon cancer, but excluding prostate cancer; (e) cardiovascular diseases and/or conditions, including, but not limited to, arrhythmia, abnormal hemodynamics, and hypertension, PROVIDED THAT the following diseases and/or conditions shall not be included (i) atherosclerosis (including the related diseases of thrombosis and restenosis); (ii) excessive clotting, and (iii) cardiomyopathy of any origin. (f) pain (including all therapies for relieving pain as distinct from curing or treating the underlying diseases or conditions that cause pain); and (g) viral diseases.

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