Royalty Report: Drugs, Disease, Genome – Collection: 233427

Licensor grants a non-exclusive, perpetual, worldwide, sublicensable license to Licensor Improvements and the claims of any Licensor Patent covering such Licensor Improvements, but only to the extent that such claims cover  Licensor Improvements.

Product shall mean any product or part thereof, the manufacture, use or sale of which is covered in whole or in part by a valid claim.

DNA Process Technology shall mean all patentable or unpatentable inventions, discoveries, technology and information of any type whatsoever, including without limitation compositions, methods, processes, confidential information, technical information, knowledge, experience and know-how regarding technologies related to the manufacture and processing of plasmid DNA for human use; in each case, which is owned by or licensed to Licensor on the Effective Date or during the term of this Agreement, all to the extent and only to the extent that Licensor now has or will have during the term of this Agreement the right to grant licenses, immunities or other rights thereunder.

Cytofectin Delivery Technology shall mean all patentable or unpatentable inventions, discoveries, technology and information of any type whatsoever, including without limitation compositions, methods, processes, confidential information, technical information, knowledge, experience and know-how, regarding the use of cytofectins in the delivery of genes into a patient for the treatment or prevention of one or more diseases or conditions; in each case which is owned by or licensed to Licensor on the Effective Date or during the term of this Agreement, all to the extent and only to the extent that Licensor now has or hereafter will have the right to grant licenses, immunities or other rights thereunder.

Direct Injection Technology shall mean all patentable or unpatentable inventions, discoveries, technology and information of any type whatsoever, including without limitation compositions, methods, processes, confidential information, technical information, knowledge, experience and know-how, regarding the direct injection of genes (including plasmid DNA-based delivery technology) into a patient to cause the In Vivo expression of a desired protein, thereby effecting delivery of such protein to a patient for the treatment or prevention of one or more diseases or conditions; in each case which is owned by or licensed to Licensor on the Effective Date or during the term of this Agreement, all to the extent and only to the extent that Licensor now has or will have during the term of this Agreement the right to grant licenses, immunities or other rights thereunder.

Licensor's 'naked DNA delivery technology' allows genes to enter the body without being bundled with a virus.

Licensor grants a non-exclusive, non-transferable options to obtain licenses for up to three (3) Licensee research genes exercisable during the research term of this Agreement.

Licensor grants an exclusive worldwide license, with the right to grant sublicenses, under Licensor Technology and Patents to research, develop, make, have made, use, import, export, offer to sell and sell such exclusive Licensee products in the field.

Licensor grants non-exclusive, non-transferable options to obtain licenses for up to three (3) Licensee identified Research Genes exercisable during the research term of this Agreement.

With respect to exclusive Licensee products directed to a Licensee research gene for which Licensee has exercised an option Licensor is obligated to grant a license.  Licensor grants to Licensee an exclusive worldwide license under Licensor technology and patents to research, develop, make, have made, use, import, export, offer to sell and sell such exclusive Licensee products in the field.

For the Exclusive License under Licensor Pre-Existing Patents and Know-How and Restricted Rights Project Patents and Know-How for the Research, Development and Commercialization of Licensed Products,  Licensor grants an exclusive, even as to Licensor, world-wide right and license under the Licensor Pre-Existing Patents and Know-How, and, to the extent specified in the Parties designation(s) of Restricted Rights Project(s), an exclusive, even as to Licensor, or non-exclusive, world-wide right and license under the Restricted Rights Project Patents and Know-How, in each case to research, develop, make (or have made), use, sell, offer for sale, and import Licensed Products in the Field.

For the License under Licensor Pre-Existing Patents and Know-How and Restricted Rights Project Patents and Know-How for the Research, Development and Commercialization of Products Other than Licensed Products in the Field,  Licensor grants a worldwide right and license under the Licensor Pre-Existing Patents and Know-How and, to the extent specified in the Parties designation(s) of Restricted Rights Project(s), the Restricted Rights Project Patents and Know-How to research, develop, make (or have made), use, offer for sale, sell, and import products, including, but not limited to Small Molecule Drugs, other than Licensed Products for use in the Field.

For the Non-Exclusive Research License Grant under Licensor Knock-Out Technology to Knock-Out Mice and Progeny,  Licensor grants a worldwide, non-exclusive right and license under the Licensor Knock-Out Technology to use, breed, cross-breed and have bred and cross-bred KnockOut Mice and Progeny, at the internal research facilities of Licensee and its Academic Collaborators or Contract Service Providers, for research directed toward the discovery, identification, selection, characterization, development or commercialization of products for use in the Field.

Licensor possesses certain knowledge and experience in the design, generation, and phenotypic analysis of Knock-Out Mice and ES Cell Lines.

Restricted Rights Project means a Project involving a Project Gene which is subject to the exclusive rights Licensor  has granted to a Third Person prior to the initial proposal of such Project Gene by Genentech.

Licensor Knock-Out Technology means all Patents and Know How which are owned, controlled or licensed by Licensor as of the Effective Date or created or acquired by Licensor during the course of this Agreement and related to a process or method used in the creation or generation of Knock-Out or transgenic mice, including the process for creating Knock-Out Mice and Overexpression Mice.

Licensed Product means a pharmaceutical preparation other than a Small Molecule Drug that is ready for administration to the ultimate consumer and that contains as the active pharmaceutical ingredient a Protein Candidate or that directly modulates a Protein Candidate, or the gene that encodes a Protein Candidate.

Field means any human or animal healthcare applications including, without limitation, the diagnosis, prevention and treatment of diseases or conditions.

Licensee shall have an option to obtain an exclusive worldwide, sub-licensable license under the Licensor Intellectual Property, to do or have done research on, use, develop, have developed, make and have made, sell, offer for sale, import and distribute Gene X Products in the Field.

Licensee shall have another option to obtain a non-exclusive, worldwide, sub-licensable license under the PINC Intellectual Property, to do or have done research on, use, develop, have developed, make and have made, sell, offer for sale, import and distribute NOS Products in the Field.

The GeneSwitch®  gene regulation system allows researchers to control the level and duration of selected genes in transgenic animals and cell cultures, aiding in the identification and characterization of a gene’s function.

Device shall mean, individually or collectively, as the case may be, the electroporation generator used for the electrically assisted delivery of Products and/or the disposable applicator.

PINC Technology means Licensor proprietary polymeric transfection facilitating agents which, when formulated with nucleic acids, do not condense the nucleic acids.

NOS means Licensors proprietary mutant endothelial constitutive nitric oxide synthetase gene.

The PINC patents are for Formulated Nucleic Acid Compositions and Methods of Administering the Same for Gene Therapy; Improved Poloxamer Compositions for Nucleic Acid Delivery; and Nucleic Acid Compositions and Methods of Administration for Gene Therapy.

The GENESWITCH® patents are for Progesterone Receptor Having C Terminal Hormone Binding Domain Truncations.

The patents relating to Electroporation include Injection and Electroporation Apparatus for Drug and Gene Delivery; and  Electroporation System with Voltage Control Feedback for Clinical Applications; and more.