Description
Category: Technology Licenses
Created On: 2022-04-28
Record Count: 20
Primary Industries
- Drugs
- Therapeutic
- Proteins
- Drug Discovery
- Cancer
- Diagnostic
- Disease
- Antibody
- Genome
- Software
- DNA
- Test/Monitoring
- Diabetes Treatment
- obesity
- Molecular
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: 233462
(a) an exclusive, worldwide license, under Licensor Field Patent Rights and Licensor Field Know-How, to make, have made, use, and have used Candidate Genes and Validated Targets within Oncology; such license shall include the right to grant sublicenses on prior notice to Licensor;
(b) an exclusive, worldwide license, under Licensor Field Patent Rights and Licensor Field Know-How to make, have made, import, use, have used, offer to sell and sell Products; such license shall include the right to grant sublicenses on prior notice to Licensor;
(c) an option to obtain exclusive licenses to Non-Program Field Projects;
(d) a right to either negotiate for rights to collaborate on Gene Therapy Drugs, which embody or are discovered or developed using Licensor Field Patent Rights or Licensor Field Know-How, or a co-exclusive right to make, have made, import, use, have used, offer to sell and sell Gene Therapy Drugs, which embody or are discovered or developed using Licensor Field Patent Rights or Licensor Field Know-How;
(e) an option to co-develop and/or co-promote certain Diagnostic Products, for use in the Field and the area of Oncology, which embody or are discovered or developed using Licensor Field Patent Rights or
Licensor Field Know-How; and
(f) a co-exclusive with Licensor, worldwide license, under Licensor Field Patent Rights and Licensor Field Know-How, to make, have made, use, and have used Program Genes Outside of the Field and to make, have made, use, and have used Candidate Genes and Validated Targets outside of Oncology; such license shall include the right to grant sublicenses on prior written notice to Licensor.
Modified Drug means a compound in the Field which, other than through the use of Licensor Field Know-How or Licensor Field Patent Rights, prior to or outside of the Program, was identified by Licensee to have pharmacological properties of relevance -to its development as a therapeutic product in the Field, and was modified through the use of Licensor Field Know How or Licensor Field Patent Rights to improve its therapeutic properties at any time during the term of the Program or the Licensee Development Program. Modified Drug does not include any Candidate Protein Drug, Peptido Mimetic, Analog Protein Drug, Small Molecule Drug, Gene Therapy Drug or Antisense Drug.
Candidate Protein Drug means a Protein encoded by a Candidate Gene or other Protein, the identification of which other Protein was based upon the identification of a Candidate Gene, and which, in either case, is potentially suitable for development into a therapeutic product.
Analog Protein Drug means a protein or polypeptide which has been modified through a change in its primary structure resulting in a functionally significant change (such as a change in its pharmacokinetic or pharmacodynamic properties) to allow it to become a therapeutic Product demonstrating relevant In Vitro and In Vivo activity. For purposes of this definition, a polypeptide constituting the pharmacologically active fragment of a protein, that has not been modified through a change in its primary structure resulting in a functionally significant change, shall not be considered an Analog Protein Drug.
Peptido Mimetic Drug means a synthetic organic molecule which is a mimetic of, or is designed or developed using medicinal, SAR or combinatorial chemistry techniques to incorporate, key structural features of a Candidate Protein Drug and which is a therapeutic product.
Small Molecule Drug means a small molecule therapeutic product within the Field originating from a screen using a Validated Target, other than a Candidate Protein Drug, an Analog Protein Drug, a Peptido Mimetic Drug, a Modified Drug, a Gene Therapy Drug or an Antisense Drug.
(a) All genes located at chromosome 8p22, including but not limited to loss of prostate cancer hormone-sensitivity, and prostate cancer metastasis to bone;
(b) Mechanisms of drug resistance including but not limited to the association with drug transporters such as P-glycoprotein and MRP, and the mechanism of action of factors that mediate cell death of drug resistant cells or tissues, including but not limited to apoptosis;
(c) Mechanisms of prostatic proliferative conditions including but not limited to the discovery of novel genes implicated in the susceptibility, progression and metastasis of prostate cancer, analysis of prostatic cells and variants of these cells, and malignant tissues;
(d) All cell cycle control mechanisms including but not limited to inhibition of cyclin DI/CDK4 kinase activity; and
(e) All Ras signal transduction mechanisms including but not limited to the inhibition of the Ki-ras pathway, Ras/GTP interaction, Ras/Raf interaction, Raf kinase activity, and Ras/FTase interaction.
Outside of the Field means all human medical indications other than those in the Field and all animal medical indications.
IPSCIO Record ID: 315803
Protein means a high molecular weight (i.e., weighing greater than 1000 daltons) polymer compound composed of a variety of amino acids joined by peptide linkages, including allelic variants thereof and post-translationally modified variants thereof (i.e., glycosylated Proteins). For purposes of this Agreement, Protein does not include an Antibody.
Small Molecule Drug means a therapeutic or prophylactic product, the active ingredient of which is a synthetic small molecule (including but not limited to a Peptido Mimetic), a natural product or a macromolecule that
(a) is identified in a screening assay on the basis of its interaction with a biological target that has been identified through use of a Program Clone, or (b) is designed or developed using medicinal chemistry, SAR or combinatorial
chemistry techniques to interact with a biological target that has been identified through use of a Program Clone, provided, however, that a Small Molecule Drug does not include any Therapeutic Product or any therapeutic and/or prophylactic product in which the active ingredient is a Protein, an Antibody, an Antisense Drug or a Gene Therapy Drug.
Gene Therapy Drug means any drug or drug candidate, excluding an Antisense Drug, which consists of nucleic acid or a functional analog, derivative or homologue thereof and which, upon delivery by any means, provides a gene product encoded therein which is expressed.
Antisense Drug means any drug or drug candidate which consists of nucleic acid or a functional analog, derivative or homologue thereof and 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.
Antibody means (a) a molecule comprising four (4) polypeptide chains (two (2) identical light chains and two (2) identical heavy chains) that are held together by disulfide bonds and form two (2) identical antigen binding sites or (b) any combination, fragment or altered form of a molecule(s) of the type described in (a) (e.g., single chain antibodies).
Licensor Small Molecule Drug means a Small Molecule Drug identified or designed by Licensor through the use of a Licensor Accessible Program Clone and/or the Protein encoded therein.
Existing Tango Technology means the cDNA libraries, genomic sub-libraries, signal peptide trap libraries (including the clones derived from such libraries and the Proteins encoded therein) and the Proteins and all associated data and information.
Therapeutic Product means a therapeutic and/or prophylactic product in which the active ingredient is a Program Protein or a Derivative thereof.
Peptido Mimetic means synthetic organic molecule that (a) is designed or developed using medicinal, SAR or combinatorial chemistry techniques to incorporate key structural features of a Protein (the Mimicked Protein). Cb) if a peptide • has an amino acid sequence that is at least fifty percent (50%) different from that of the Mimicked Protein, and (c) has a molecular weight that is less than twenty (20%) percent of that of the Mimicked Proteina,
Diagnostic Product means any diagnostic product, in the form of a device, compound, kit or service, with utility in the diagnosis, prognosis, prediction or disease management of a disorder that (a) is developed through the use of Licensee Program Know-How or, subject to any limitations on the use of such Know-How by Licensor, Licensee Contributed Know-How and/or is covered by a Valid Claim included in Licensee Program Know-How Patent Rights or, subject to any limitations on the use of such Patent Rights by Licensor, Licensee Contributed Know-How Patent Rights, (b) embodies, or operates through the detection of a Program Clone or a Program Protein (or a Derivative thereof), and (c) will complement the use of any therapeutic product under development or marketed by Licensor or a development or marketing partner of Licensor (a Licensor Corresponding Drug).
Licensee Program Methodology means any methods (including without limitation bioinformatics tools, processes, protocols, assays, automated and semi-automated techniques, molecular biology methods and other methods for the discovery, production and/or characterization of Proteins), that (a) are developed in the course of the Licensee Discovery Program, including any improvements in methods technology derived from, or based upon, any Licensor Contributed Know-How and/or Licensee Contributed Know-How and (b) are not properly in the public domain.
Licensee Discovery Program means the therapeutic Protein discovery program to be undertaken by Licensee pursuant to this Agreement, with the goal of identifying and qualifying potential therapeutic Proteins for further pre-clinical development, clinical development, manufacturing and commercialization, as described in greater detail in the Program Plan.
Licensee Accessible Program Clone means (a) a Program Clone that is not identified through the use of Licensor Contributed Know-How, or (b) a Program Clone that is identified through the use of Licensor Contributed Know-How and with respect to which either (i) Licensor has not placed any limitation on Licensees use of such Program Clone for the identification or design of Licensee Small Molecule Drugs or (ii) Licensor has placed the limitation that Licensee shall not have the right to use such Program Clone for the identification or design of Licensee Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified and such twelve (12) month period has elapsed.
Licensor Accessible Program Clone means (a) a Program Clone that is not identified through the use of Licensee Contributed Know-How, or (b) a Program Clone that is identified through the use of Licensee Contributed Know-How and with respect to which either (i) Licensee has not placed any limitation on Licensors use of such Program Clone for the identification or design of Licensor Small Molecule Drugs or (ii) Licensee has placed the limitation that Licensor shall not have the right to use such Program Clone for the identification or design of Licensor Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified and such twelve (12) month period has elapsed.
IPSCIO Record ID: 316393
Licensee Program Methodology Patent Right means a Patent Right that relates to methods that are or were at any time included in Licensee Program Metholodogy.
Protein means a high molecular weight (i.e., weighing greater than 1000 daltons) polymer compound composed of a variety of amino acids joined by peptide linkages, including allelic variants thereof and post-translationally modified variants thereof (i.e., glycosylated Proteins). For purposes of this Agreement, Protein does not include an Antibody.
Small Molecule Drug means a therapeutic or prophylactic product, the active ingredient of which is a synthetic small molecule (including but not limited to a Peptido Mimetic), a natural product or a macromolecule that (a) is identified in a screening assay on the basis of its interaction with a biological target that has been identified through use of a Program Clone, or (b) is designed or developed using medicinal chemistry, SAR or combinatorial chemistry techniques to interact with a biological target that has been identified through use of a Program Clone, provided, however, that a Small Molecule Drug does not include any Therapeutic Product or any therapeutic and/or prophylactic product in which the active ingredient is a Protein, an Antibody, an Antisense Drug or a Gene Therapy Drug.
Gene Therapy Drug means any drug or drug candidate, excluding an Antisense Drug, which consists of nucleic acid or a functional analog, derivative or homologue thereof and which, upon delivery by any means, provides a gene product encoded therein which is expressed.
Antisense Drug means any drug or drug candidate which consists of nucleic acid or a functional analog, derivative or homologue thereof and 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.
Antibody means (a) a molecule comprising four (4) polypeptide chains (two (2) identical light chains and two (2) identical heavy chains) that are held together by disulfide bonds and form two (2) identical antigen binding sites or (b) any combination, fragment or altered form of a molecule(s) of the type described in (a) (e.g., single chain antibodies).
Licensor Small Molecule Drug means a Small Molecule Drug identified or designed by Licensor through the use of a Licensor Accessible Program Clone and/or the Protein encoded therein.
Existing Tango Technology means the cDNA libraries, genomic sub-libraries, signal peptide trap libraries (including the clones derived from such libraries and the Proteins encoded therein) and the Proteins and all associated data and information.
Therapeutic Product means a therapeutic and/or prophylactic product in which the active ingredient is a Program Protein or a Derivative thereof.
Peptido Mimetic means synthetic organic molecule that (a) is designed or developed using medicinal, SAR or combinatorial chemistry techniques to incorporate key structural features of a Protein (the 'Mimicked Protein'). Cb) if a peptide • has an amino acid sequence that is at least fifty percent (50%) different from that of the Mimicked Protein, and (c) has a molecular weight that is less than twenty (20%) percent of that of the Mimicked Proteina,
Diagnostic Product means any diagnostic product, in the form of a device, compound, kit or service, with utility in the diagnosis, prognosis, prediction or disease management of a disorder that (a) is developed through the use of Licensee Program Know-How or, subject to any limitations on the use of such Know-How by Licensor, Licensee Contributed Know-How and/or is covered by a Valid Claim included in Licensee Program Know-How Patent Rights or, subject to any limitations on the use of such Patent Rights by Licensor, Licensee Contributed Know-How Patent Rights, (b) embodies, or operates through the detection of a Program Clone or a Program Protein (or a Derivative thereof), and (c) will complement the use of any therapeutic product under development or marketed by Licensor or a development or marketing partner of LIcensor (a Licensor Corresponding Drug).
Licensor Contributed Know-How means Know-How (a) which is necessary or useful in order to discover, develop, make, use, sell or seek approval to market Therapeutic Products, and (b) to which Licensor has the right to grant licenses or sublicenses without violating the terms of any agreement with a third party, and (c) which is in Licensors possession on the Effective Date or is developed or acquired by Licensor during the term, but not in the course, of the Licensee Discovery Program, and (d) which Licensor has elected to contribute to the Licensee Discovery Program through written notification to, and with the approval of, the Joint Management Team, which notification shall include any limitations on the use of such Know-How by Licensee, provided, however, that if such Know-How is a biological source for the identification of Program Clones, then the only permitted limitation shall be that Licensee shall not have the right to use any such Program Clone for the identification or design of Licensee Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified, and (e) which is not properly in the public domain.
Licensor Contributed Know-How Patent Right means a Patent Right that relates to Know-How that is or was at any time Licensor Contributed Know-How.
Licensor Selected Protein means a Program Protein selected by Licensor for further pre-clinical development, clinical development, manufacture and commercialization.
Licensor Accessible Program Clone means (a) a Program Clone that is not identified through the use of Licensee Contributed Know-How, or (b) a Program Clone that is identified through the use of Licensee Contributed Know-How and with respect to which either (i) Licensee has not placed any limitation on Licensors use of such Program Clone for the identification or design of Licensor Small Molecule Drugs or (ii) Licensee has placed the limitation that Licensor shall not have the right to use such Program Clone for the identification or design of Licensor Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified and such twelve (12) month period has elapsed.
Licensee Discovery Program means the therapeutic Protein discovery program to be undertaken by Licensee pursuant to this Agreement, with the goal of identifying and qualifying potential therapeutic Proteins for further pre-clinical development, clinical development, manufacturing and commercialization, as described in greater detail in the Program Plan.
Licensee Program Methodology means any methods (including without limitation bioinformatics tools, processes, protocols, assays, automated and semi-automated techniques, molecular biology methods and other methods for
the discovery, production and/or characterization of Proteins), that (a) are developed in the course of the Licensee Discovery Program, including any improvements in methods technology derived from, or based upon, any Licensor Contributed Know-How and/or Licensee Contributed Know-How and (b) are not properly in the public domain.
Licensee Accessible Program Clone means (a) a Program Clone that is not identified through the use of Licensor Contributed Know-How, or (b) a Program Clone that is identified through the use of Licensor Contributed Know-How and with respect to which either (i) Licensor has not placed any limitation on Licensees use of such Program Clone for the identification or design of Licensee Small Molecule Drugs or (ii) Licensor has placed the limitation that Licensee shall not have the right to use such Program Clone for the identification or design of Licensee Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified and such twelve (12) month period has elapsed.
Licensee is in the business of employing various discovery methodologies to identify proteins with therapeutic utility.
IPSCIO Record ID: 248094
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.
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.
IPSCIO Record ID: 240620
For the Research Licenses, Licensor grants a worldwide, co-exclusive, non-royalty-bearing 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 Abbott 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 an Licensee Unilateral Target, through the use of such Licensee 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.
For the Development and Commercialization Licenses, 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 (ii) 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 an 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 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 Licensors 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, a worldwide, co-exclusive license, under Licensors rights to the Program Intellectual Property, to develop Joint Program Diagnostics for use in the Metabolic Disease Field in the Territory 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 Joint Program Diagnostics for use in the Metabolic Disease Field 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.
Licensor grants a worldwide, co-exclusive license, under Licensors rights to the Program Intellectual Property, to use Released Targets to develop Diagnostics for use in the Metabolic Disease Field, 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 Released Diagnostics for use in the Metabolic Disease Field in the Territory.
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.
IPSCIO Record ID: 315858
CNS means the human central nervous system.
Vaccine Product means a Vaccine that derives from a Validated Vaccine Candidate.
Validated Vaccine Candidate means a biological molecule that (a) is (i) a Protein encoded by a Candidate Gene, (ii) another Protein, the identification or development of which is based upon the identification of a Candidate Gene, or (iii) a Gene Therapy Drug, the identification or development of which is based upon the identification of a Candidate Gene, and (b) is suitable for development as a Vaccine. The determination that such biological molecule has achieved the status of a Validated Vaccine Candidate shall be made in good faith by Vaccine Management Team on the basis of objective criteria to be set forth in the Research Program Plan with respect to such biological molecule.
Modified Drug means a compound, the identification of which is based upon another compound that (a) other than through the use of Licensor Program Know-How or Licensor Program Patent Rights, prior to or outside of the Licensor Research Program, is known to Licensee to have pharmacological properties of relevance to its development as a therapeutic product in the CNS Disorders Field, and (b) is modified by Licensee or Licensor through the use of Licensor Program Know-How or Licensor Program Patent Rights to prove its therapeutic properties (but not merely to characterize the compound) for use in the CNS Disorders Field.
License Program Patent Right(s) means a Patent Right that relates to Licensor Program Know-How.
Licensor Program Know-How means Know-How, exclusive of Joint Program Know-How, owned or controlled by Licensor which is reasonably necessary in order to discover Candidate Genes, Validated Targets and Validated Vaccine Candidates and to discover, develop, make, use, sell or seek approval to market Products for medical indications in the Core Field, and which (a) is in Licensor possession on the Effective Date, or (b) Licensor develops in the course of the Licensor Research Program, or (c) Licensor acquires in the course of the Licensor Research Program and to which Licensor has the right to grant licenses or sublicenses without violating the terms of any agreement or other arrangement with a third party, provided, however, that Licensor Program Know-How shall not include (i) generalized methods for conducting genomic research and characterizing the function of genes, including without limitation Licensor Rade Technology and other MTPT (as those terms are defined in the TPT Access and License Agreement), and (ii) phenotypic and genotypic information and biological samples relating to human materials acquired or otherwise accessed by Licensor and used in genetic analysis in the Licensor Research Program (other than such information and samples which Licensee participates in obtaining, including information and samples specifically obtained from the Licensee patient base).
Core Field means the disorders set forth, as may be modified from time to time.
Psychosis including without limitation Schizophrenia and Drug-induced psychosis.
Affective Disorders including without limitation Bipolar (manic) depression, generalized (unipolar, major, common) depression hyperthymia/dysthymia, obsessive compulsive disorders, generalized anxiety, panic disorders, serotonin disorders syndrome, post-traumatic stress disorders, circadian rhythm disorders and pre-menstrual syndrome.
Expansion Field means the disorders set forth, as may be modified from time to time.
ALS, Childhood Autism, Conduct Disorders, Disorders of Vision, Hearing Loss, Hereditary Ataxias, Headache/Migraine, Hereditary Neuropathies, Huntingtons Disease, Learning Disorders, Chronic Fatique Syndrome, Pain, Parkinsons Disease and Sleep Disorders.
Reserve Field means the disorders set forth, as may be modified from time to time.
Dementias, Seizure Disorders, CNS Stroke/Trauma and Substance Abuse.
IPSCIO Record ID: 250968
For the Semi-Exclusive License, Licensor shall grant a semi-exclusive, worldwide license to Licensor Intellectual Property that relates to a Joint p53-PMO Item, solely in the Joint Field and within the context of such joint development activities with Licensor, to research, develop, make, have made, use, import, put into use, modify, distribute, offer for sale, sell and have sold Licensed Licensor IP Products and to practice Licensed Licensor IP Methods during the term of this Agreement.
p53 is a protein. PMO refers to phosphorodiamidate morpholino oligomer chemistry.
Antisense drugs targeting p53 is a well-studied human protein that controls cellular response to genetic damage.
IPSCIO Record ID: 362432
This agreement includes a non-exclusive grant back from Licensee to Licensor.
Licensors Dimerizer shall mean the compound known as xx1903, all analogs and derivatives of xx1903 and any Dimerizcr or salt thereof, where the composition of matter thereof or its use as a divalent ligand is, at any time during the Primary License Term, within the scope of a claim in any patent or patent application within the Licensed Patent Rights.
xx1903 is for the treatment of GvHD as an orphan drug.
GvHD shall mean a clinical condition involving acute or chronic adverse effects or symptoms resulting from the allogenic transplantation of bone marrow, hematopoietic or stem cells into a human being in which engrafted donor cells attack the patients organs and tissues which can be treated by activating cell signaling leading to apoptosis of the transplanted cells.
Cell Transplantation Indication shall mean GvHD or any other acute or chronic adverse clinical effect in a human being resulting from transplantation of bone marrow, hematopoietic or stem cells that can be treated by inducing apoptosis of transplanted cells, or in the case of a bone marrow, hematopoietic or stem cell product for transplantation that includes cells containing a gene coding for an Inducible Caspase, any disease or condition in a human being that can be treated by such product.
Licensed Products include BPX-101 (formerly BP-GMAX-CDJ) , and, CaspaCIDe Donor Lymphocyte Infusion.
Licensee is developing cell therapies to treat cancers and other chronic and life-threatening diseases.
IPSCIO Record ID: 233483
For the Research Database License, Licensor grants an exclusive, worldwide license to use the Research Databases solely for its internal research purposes to identify Gene Targets during the Research Term.
For the Gene Target License
(a) Licensor grants and agrees to grant a non-exclusive, worldwide license, without the right to sublicense, under the Patent Rights and Gene Target Know-How Controlled by Licensor, if any, to use such Gene Target in the Field of Use.
(b) If Licensee has requested rights to such Gene Target in an Additional Field of Use and provided that Licensor has not previously granted an exclusive license or right to such Gene Target to a Third Party in such Additional Field of Use, Licensor grants and agrees to grant an exclusive, worldwide license, with the right to sublicense, under the Patent Rights and Gene Target Know-How Controlled by Licensor, if any, to develop, make, have made, use, import, offer for sale and sell such Gene Target in such Additional Product Field of Use.
For Ownership of Improvements to Licensee Technology, Licensor grants an exclusive, irrevocable, perpetual, worldwide license, with right to sublicense through multiple tiers of sublicense, to such rights.
Research Databases shall mean the databases created by Licensor using the Licensor Technology pursuant to the Research Plans and containing all of the data derived from experiments conducted with respect to Samples.
Research Programs shall mean the programs of research performed by the parties for the research, discovery and characterization of genes through the application of genomic technologies and bioinformatics to analyze Samples, and the use of such genes for the development and commercialization of Products. The term genomic technologies shall mean, without limitation, technologies for the analysis of gene expression and gene regulation, hybridization array techniques, high speed sequencing and generation of expressed sequence tags.
Product shall mean a Therapeutic Product, Protein Product, Diagnostic Product or Nucleic Acid Product, as applicable.
Gene Products shall mean all partial cDNAs, DNAs, genes, full length cDNAs corresponding thereto and proteins encoded therefrom.
Additional Field of Use shall mean all uses of Gene Targets for the development and commercialization of Gene Targets as Protein Products or those Therapeutic Products, Nucleic Add Products and/or Diagnostic Products, as applicable.
Excluded indications are Intrinsic kidney disease, including but not limited to glomerulonepbritis and diabetic nephropathy; Benign prostatic hypertrophy {specifically excluding prostate cancer); and, Atherosclerosis.
Licensor has been using its Reads gene expression technology to build a database of genes differentially expressed between normal heart tissue and heart tissue from people with heart failure. Under the expansion, the Licensor will enlarge the Licensee database to include new indications, beginning with osteoporosis.
IPSCIO Record ID: 203330
For the research license, Licensor grants a non-exclusive, non-sublicensable, but exercisable by a Third Party, license, under the Licensed IP, for internal research purposes other than the discovery of Compounds.
Licensor grants a first right to negotiate pursuant to which Licensor shall notify Licensee in writing if it wishes to license to another party rights to develop and/or commercialize a given Ex Vivo Application; and provide to Licensee all material information related to such Ex Vivo Application that exists and is available to Licensor at the time of such notification.
Licensor grants a first right to negotiate pursuant to which Licensor shall notify Licensee in writing if it wishes to license to another party rights to develop and/or commercialize a given Licensor Compound; identify in such notice the Therapeutic Area in which Licensor is developing, or intends to develop, such Licensor Compound; and provide to Licensee all material information related to such Licensor Compound that exists and is available to Licensor at the time of such notification.
The Licensed Product means any Valid Claim Product, Licensee Modified Product, Know-How Product and/or Non-Collaboration Product, mean a Licensed Product that contains a unique Lead Compound, which includes the salts, solvates, isomers, polymorphs and prodrugs of such Lead Compound. Notwithstanding the foregoing, if Licensor performs Funded Work on any salts, solvates, isomers, polymorphs and/or prodrugs of a given Lead Compound, each new Lead Compound resulting from such Funded Work shall be deemed a unique Lead Compound.
A Valid Claim Product means any formulation of a Lead Compound that is Covered by the Licensed IP; provided, however, Valid Claim Product excludes any Licensee Modified Product; Licensed Product that is Covered by a Licensee Collaboration Patent and is not Covered by either a Licensor Collaboration Patent or a Joint Collaboration Patent; and Non-Collaboration Product.
A Know-How Product means any formulation of a Lead Compound that is not a Valid Claim Product, a Licensee Modified Product, or a Non-Collaboration Product.
If Licensor does not perform Funded Work on such Lead Compound, any formulation of such Lead Compound shall be referred to as a Non-Collaboration Product.
The Compound means any molecule that, as one of its primary mechanisms of therapeutic action, specifically binds to or interacts with at least one component of the Wnt Pathway and/or modulates the signaling of the Wnt Pathway; provided, however, Compound shall exclude any molecule that is or incorporates
– a polypeptide (e.g., an antibody, antibody fragment, peptide, protein) or a nucleic acid (e.g., antisense, RNAi oligos, DNA);
– an antagonist of the Hedgehog Pathway that was tested under the Hedgehog Agreement for activity in modulating the signaling of the Hedgehog Pathway before being tested under this Agreement, in which case, such molecule shall be governed by the Hedgehog Agreement; or
– a molecule that is independently developed by Licensee or in-licensed by Licensee, including as may be subsequently modified by Licensee, from a Third Party, in the case of either, unless Licensee elects, in its sole discretion, by written notice to Licensor at any time while the Licensee License is in effect, to include such molecule as a Compound.
The Wnt Pathway means a signaling pathway activated by any Wnt protein. where the components of such pathway include. but are not limited to, frizzled receptors, B-catenin, Bcl9/legless, CBP, TCF/LEF and Pygopus.
This new collaboration, in which Licensor will work exclusively with Licensee, involves the discovery and development of small molecule modulators of an undisclosed pathway that plays an important role in cell proliferation. This pathway is a key regulator of tissue formation and repair, and its abnormal activation is associated with certain cancers.
IPSCIO Record ID: 249719
This agreement includes non-exclusive terms as well.
(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.
The Field means treatment of any disease in humans.
IPSCIO Record ID: 237233
Licensor grants a non-exclusive, worldwide license to Licensor Patent Rights, Technology and Improvements to research, develop, make, have made, use, import, offer to sell and sell collaboration products and non-collaboration products in the Field of Use and to sublicense solely the research, development, manufacture, use, importation and sale of such collaboration products and non-collaboration products in the Field of Use.
Licensor grants an exclusive, worldwide license to research, develop, make, have made, use, import, offer to sell and sell collaboration products in the Field of Use and to sublicense the research, development, manufacture, use, importation and sale of such collaboration products in the Field of Use.
Licensor grants a non-exclusive, worldwide license to Licensor Patent Rights to research, develop, make, have made, use, import, offer to sell and sell non-Licensor products in the Field of Use and to sublicense solely the research, development, manufacture, use, importation and sale of such non-Licensor products in the Field of Use.
The patents relate to Gene encoding and novel protein binding, but specifically exclude Claim 66 in U.S. Patent No. 5,223,409 to the extent that it covers DNA molecules encoding single chain antibodies, or (ii) any claim to specific protein or peptide sequences, or nucleic acids encoding the same, that bind to a specific biological or molecular target.
Research Reagent Field shall mean the use of one or more peptides, antibodies, or antibody-antigen or peptide-target combinations (whether in a microarray format or other format) for research purposes.
Therapeutic Field shall mean all human therapeutic and prophylactic uses, and any in vivo diagnostic uses for a Licensee Target which is necessary for HGS successful commercialization of a human therapeutic or prophylactic Collaboration Product, non-collaboration product or non-Licensor product.
Diagnostic Field shall mean all in vitro research, analysis, detection or diagnostic uses, and not for any in vivo diagnostic, therapeutic, purification_ or separations, agricultural, industrial enzyme or other uses.
Licensor Field shall mean all agricultural, industrial enzyme, and purification and separation uses.
IPSCIO Record ID: 202861
Licensor grants a non-exclusive license, under Licensors rights in and to the Collaboration Technology, to practice the Collaboration Technology for the purpose of discovering and developing products that do not embody, or are not developed through the use of Technology related to the Vertebrate Hedgehog Family, and make, have made, import, use, have used, offer to sell, sell and have sold Licensee Non-Hedgehog Products in and outside the Field within the Territory
Licensor grants an option to initiate one or more Development Programs.
Licensor possesses proprietary rights to another important family of proteins that induce cell and tissue growth and differentiation, referred to as the hedgehog family. Sonic Hedgehog has neuro-inductive, growth factor and neuroprotective properties, and offers the potential for treatment of neurodegenerative diseases such as peripheral neuropathy (i.e., a loss of nerve function in the extremities of the body), Parkinson's disease, Alzheimer's disease, Amyotrophic Lateral Sclerosis and Multiple Sclerosis. Desert Hedgehog plays a role in normal peripheral nerve signaling. Licensor is exploring its use in disorders related to nerve signaling such as chemotherapy- and diabetes- induced neuropathy.
Neurology therapies based upon the hedgehog proteins are being developed in partnership with the Licensee.
IPSCIO Record ID: 319203
Regarding the Licensor Know-How and Patents.
For Research, Licensor grants a non-exclusive, worldwide, license, under any Licensor Know-How and Patents solely to perform the research tasks assigned and and to perfom research, during the first six months after the end of the Research Term, upon mammalian orthologues of certain Model System Targets.
For Licensee Selected Targets, Licensor grants an exclusive, worldwide license, under any Licensor Know-How and Patents covering the composition, manufacture, or use of one or more Licensee Selected Targets, to make and use each such Licensee Selected Target;
(A) to perform research within the Research Field upon each such BMS Selected Target, including using such Licensee Selected Target to search for Collaboration Compounds,
(B) to develop, and make or have made for use in the Development Field, Licensee Products comprising or incorporating Collaboration Compounds,
(C) to develop, following the commencement of a clinical trial of a Licensee Product in the Development Field, such Licensee Product for any human indication, and
(D) to make, have made, use, import sell offer to sell and have sold Licensee Products.
For Assays, Licensor grants an exclusive, worldwide license, under any Licensor Know-How and Patents covering the composition or use of one or more Assays;
(A) to make and have made such Assay,
(B) to use each such Assay to search for, make and have made
– (1) Collaboration Compounds with activity against the Licensee Selected Target for which such Assay was developed, and
– (2) compounds that lack activity against the Licensee Selected Target for which such Assay was developed,
(C) to develop, and make or have made, for use in the Development Field, and in any defined field licensed by Licensee, Licensee Collaboration Products, and
(D) to develop, following the commencement of a clinical trial of a Licensee Collaboration Product in the Development Field, such Licensee Collaboration Product for any human indication. Such license shall convert to a nonexclusive license, on an Assay-by-Assay basis, on the earlier of the date that is twenty (20) years after the end of the Research Term, or the Licensee Selected Target relating to such Assay becomes an Abandoned Target and is selected by Licensor as a Licensee Selected Target.
For Lead Compounds/Back-Up Compounds, Licensor grants a worldwide, license, under any Licensor Know-How and Patents during the term of this Agreement covering the composition, manufacture, or use of a Lead Compound delivered to Licensee or a Back-up Compound for such Lead Compound;
(A) to make derivatives of such Lead Compounds and Back-up Compounds,
(B) to research, develop, and make or have made for use in the Development Field, Licensor Collaboration Products comprising or incorporating such a Lead Compound or Back-up Compound or derivative thereof,
(C) to develop, following commencement of a clinical trial of such a Licensor Collaboration Product in the Development Field, such Licensee Collaboration Product for any human indication, and
(D) to make, have made, use, import, sell, offer to sell and have sold such Licensee Collaboration Products.
For Pharmacogenomic Uses, Licensor grants a nonexclusive, worldwide license, under the Licensor Know-How and Patents covering the composition, manufacture or use of any Selected Target of either Party, to use such Selected Target in the research, development, manufacture, use, import, sale and offer for sale of a Pharmacogenomic Product for use
(A) in connection with the research, development, manufacture, use, import, sale and offer for sale, for any indication, of a Licensee Product or a product that modulates the same Selected Target as such Licensee product via substantially the same molecular mechanism of action (a Target Product), and
(B) in the labeling, promotion, and registration of any Licensee Product or Target Product for any indication.
For Negative Screening Using Licensor Targets, Licensor grants a non-exclusive, worldwide, bearing license under any Licensee Patents and Know-How covering the
composition, manufacture, or use of an Licensor Selected Target, to use such Licensor Selected Target solely in secondary screening assays developed by or for Licensee to identify, research and develop Collaboration Compounds and Licensee Products that lack the ability to inhibit, activate or otherwise modulate the activity of such Licensee Selected Target.
Foe Licensor Validation Protocols and Reagents, Licensor grants a non-exclusive, worldwide license under the Licensor Know-How and Patents relating to;
(A) the Licensor validation protocols and reagents listed and
(B) all validation protocols and reagents that are developed by Licensor in the course of performing its duties under the Research Plan, to use same for all purposes.
For Improvements to Licensee Validation Protocols and Reagents, Licensor grants a non-exclusive, worldwide license under the Licensor Know-How and Patents to use for all purposes, all improvements to the validation protocols and reagents licensed by Licensee that incorporate or contain any of such validation protocols and reagents licensed by Licensee.
Regarding Target Inventions
– Licensor grants an exclusive, worldwide license, under the Target Inventions invented solely by Licensee and all Patents Controlled by Licensor that claim such Target Inventions, to use such Target Inventions for all purposes other than those for which
Licensor has exclusive rights.
– Licensor grants a worldwide license, under the Target Inventions invented jointly by the Parties and all Patents Controlled by Licensor that claim such Target Inventions, to use, without any accounting or obligation to, or consent required of Licensor, such Target Inventions for all purposes other than those for which Licensor has exclusive rights. The foregoing license is exclusive, with respect to Licensee Selected Targets, for those purposes for which Licensee has exclusive rights; such license is co-exclusive for all other permitted purposes.
technology relating to genetic model systems, functional genomics and computational biology and is applying such technology to discover and validate targets for drug discovery in a variety of disease areas.
Collaboration Compound means any molecule that
(a) has a molecular weight less than or equal to one thousand (1,000) daltons,
(b) is known, prior to the initiation of the first clinical trial for a Product containing such molecule, to have the ability to directly inhibit, activate or otherwise modulate the activity of a Selected Target, or inhibit, activate or otherwise modulate the activity of a Selected Target or its encoded protein in an assay measuring the activity of such Selected Target, and
(c) such ability is identified by or on behalf of a Party or its Affiliate or sublicensee, after the selection of a Selected Target by such Party, through the use to any material extent of such Selected Target or any Information relating to such Selected Target.
DPI Orthologue means a human orthologue.
Eligible Target means a human gene that is
(a) a human orthologue of a Model System Target,
(b) identified prior to the Research Term and during the Research Term or, after the end of the Research Term;
(c) not subject to any previously granted, prior to the identification of such gene as a human orthologue of a Model System Target, and currently in effect license from
Licensor to a Third Party for such Third Party to use such gene or its encoded protein for research in the Research Field or development, in the Development Field, of a small molecule product directed at such gene or its encoded protein or to make, use, import, offer for sale or sell such a product; provided, that so long as such license is not exclusive, the Licensee members of the JSC may elect to waive the requirements under this subsection (c) as to any given gene, and
(d) either not claimed in an issued Third Party patent covering its composition of matter or method of use in oncology,
Model System Target means an invertebrate or non-human, vertebrate gene.
Phenotypic Screen means a screen performed in a wild-type cell or organism in which certain genes are turned on or off and the effect thereof is measured through the use of an assay that measures a biological response in the Research Field.
(a) growth regulation,
(b) cell cycle control,
(c) DNA damage response,
(d) cell survival,
(e) cell adhesion, or
(f) apoptosis as they pertain to cancer, as well as the adenomatous polypossis coli gene (apc} For clarity, the Research Field does not include angiogenesis/lymphangiogenesis research or research regarding cell motility or cell-cell communication (it being understood that cell-cell communication does not encompass cell adhesion which shall be included within the Research Field.
Development Field means the treatment or prophylaxis of any type of human cancer.
The Parties are establishing a collaboration to apply such Licensor technology and expertise to the identification and characterization of biochemical pathways and targets in specific research areas relevant to cell growth and proliferation, to generate small molecule therapeutic or prophylactic compounds directed against such targets, and to provide for the development and commercialization of novel therapeutic and prophylactic products based on such research. In a cooperative effort that will leverage each Licensees technology and expertise in the fields of genomics and target validation, Licensor will identify and validate molecular targets that trigger cell death in cancer cells, while leaving normal cells unharmed. Licensee will then further validate these targets in human models.
IPSCIO Record ID: 239606
For the Grant of Rights and Licenses in the Research Field, Licensor grants to Licensee and its Affiliates, within the Territory, a non-exclusive right and license, without any right to sublicense, under the Licensor Patent Rights and Know-How with respect to Research Program Gene Products and, to the extent licensed to Licensee in the Commercialization Field, Licensed Gene Products solely in the Research Field.
For the Grant of Rights and Licenses to Therapeutic Proteins in the Commercialization field, Licensor grants to Licensee and its Affiliates, within the Territory, a non-exclusive license, with the right to sublicense under Licensee Know-How with respect to Licensed Gene Products to discover, develop, make, have made, import, use, have used, offer for sale, sell and have sold Therapeutic Proteins in the Commercialization Field and an exclusive license, with the right to sublicense, under the Licensor PatentbRights and Licensors interest in any Joint Patent Rights and Joint Know-How with respect to Licensed Gene Products, including any Therapeutic Protein that incorporates or is derived from any such Licensed Gene Product, to discover, develop, make, have made, import, use, have used, offer for sale, sell and have sold Therapeutic Proteins in the Commercialization Field.
For the Grant of Rights and Licenses to Products Other than Therapeutic Proteins in the
Commercialization Field, Licensor grants to Licensee and its Affiliates, within the Territory, a non-exclusive license, with the limited right to sublicense, under the Licensor Patent Rights, Know-How and Licensors interest in any Joint Patent Rights and Joint Know-How with respect to Licensed Gene Products, including any Diagnostic Product that incorporates or is derived from any such Licensed Gene Product, to discover, develop, make, have made, import, use, have used, offer for sale, sell and have sold Diagnostic Products and Drug Products in the Commercialization Field.
Licensor Know-How means trade secrets and other rights in or to Research Program Gene Products and Licensed Gene Products.
Diagnostic Product means any product or service derived from or directed to Research Program Gene Products or Licensed Gene Products for use in the Diagnostic Field.
Therapeutic Protein shall mean any product or service, including gene therapy, which uses a protein, peptide or polypeptide which is a Gene Product in the treatment or prevention of any disease, state or condition in humans.
Licensed Gene Product means any Gene Product for which Licensee and /or Licensor is granted a license in the Commercialization Field.
Diagnostic Field means in vitro or in vivo diagnosis or pre-screening of human patients to determine therapeutic eligibility for a Product in the Therapeutic Field or for monitoring human patients receiving a Product in the Therapeutic Field; provided, however, that the Diagnostic Field excludes the commercialization of diagnostic products for which no Regulatory Approval has been obtained and which are not the subject of an active application for Regulatory Approval, multi-gene diagnostic products, and diagnostic products directed to quantitative detection of relative RNA transcript abundance of multiple RNA species.
Research Field means use by Licensee, Licensor and their respective Affiliates, at the internal research facilities of Licensee, Licensor and their respective Affiliates, for research directed toward the discovery, identification, selection, or characterization of Products.
IPSCIO Record ID: 207259
The License granted by Licensor for Licensee Products, upon the earliest to occur of a Licensors Early Termination Notification, the occurrence of a Mandatory Termination, and the termination of the Research Phase, Licensor shall grant an exclusive license, under the Licensor Intellectual Property Rights and rights in and to the Collaboration Technology, excluding Licensors rights in Licensor Gene Therapy Technology, to develop, make, have made, import, use, have used, offer to sell, sell, and have sold Licensee Products in and outside the Field within the Territory.
For the License granted by Licensor Outside the Field, Commencing on the Effective Date, Licensor grants an exclusive license in the Territory, with the right to grant sublicenses to develop, make, have made, import, use, have used, offer to sell, sell and have sold outside the Field products that comprise a Hedgehog-basedMolecular Entity.
Licensor grants for Non-Hedgehog Products upon the Effective Date, a non-exclusive license, under Licensors rights in and to the Collaboration Technology, excluding Licensor Gene Therapy Technology, Fundamental Hedgehog Gene Therapy Collaboration Technology and Hedgehog Specific Gene Therapy Collaboration Technology, to practice the Collaboration Technology for the purpose of discovering and developing products that do not comprise a Hedgehog-based Molecular Entity, and make, have made, import, use, have used, offer to sell, sell and have sold in the Territory Ontogeny Non-Hedgehog Products in and outside the Field.
Hedgehog proteins modulate development and patterning of the embryonic nervous system. As expression of desert hedgehog and the hedgehog receptor, patched-1, persist in the postnatal and adult peripheral nerves, the hedgehog pathway may have a role in maturation and maintenance of the peripheral nervous system in normal and disease states.
Neurology therapies based upon the hedgehog proteins are being developed in partnership with Licensor.
IPSCIO Record ID: 211867
– a worldwide, exclusive license, with the right to grant sublicenses, under the Licensed Patents, from an English University, to do all acts which would otherwise infringe the Licensed Patents including, without limitation, the right to Exploit the Licensed Products and Diagnostic Products and provide Licensed Services or otherwise do all acts which would otherwise infringe a Valid Claim of the Licensed Patents; and
– a worldwide, exclusive license, with the right to grant sublicenses in connection with a grant of sublicenses of the Licensed Patents, to use the Biological Materials in the Field, including, without limitation, the right to Exploit the Licensed Products and Diagnostic Products and provide Licensed
Services; and
– a worldwide, non-exclusive license, with the right to grant sublicenses in connection with a grant of sublicenses of the Licensed Patents, to use the Related Technology in the Field, including, without limitation, the right to Exploit the Licensed Products and Diagnostic Products and provide Licensed Services.
Licensor grants a first right to be granted a worldwide, exclusive license to commercialize any Severable Improvements in the Field to the Licensed Patents made by Imperial and notified to Licensee, where such Severable Improvements are unencumbered by any rights of any Third Party.
The Licensed Product is any preparation for the treatment or prevention of obesity, anorexia or diabetes in humans that incorporates either in its entirety or in shortened form the RIP140 gene or RIP140 gene product howsoever modified including without limitation nucleotides, oligonucleotides, nucleic acid vectors, peptides, polypeptides, proteins etc.; or is an agent that binds to the RIP140 gene or an RIP140 gene product (excluding the RIP140 protein or any subunit thereof) with the purpose of enhancing, interfering with, silencing, suppressing or modulating the expression thereof such agents including without limitation complementary sequences, ligands, cDNA, mRNA, tRNA, antibodies, antibody fragments, peptides, fusion proteins, mimetics, aptamers, antisense (or other nucleic acid based gene or gene product modulators), ribozymes, molecular imprinted polymers, RNAi, microRNA, dsRNA, siRNA, shRNA, vaccines, immunotherapeutics and gene therapy products; or is an agent (including without limitation small molecule entities) that has a mechanism of action through interaction with or binding to the RIP140 protein (or a subunit thereof); and which have been identified by Licensee, Affiliate or Sublicensee as a direct result of the use of the Materials (or the use of an Improvement to the Materials licensed to Licensee or an activity that falls within a Valid Claim.
The Diagnostic Product is any preparation in the form of a device, compound, kit or service with utility in the diagnosis, prognosis, prediction or management of obesity, anorexia or diabetes in humans which contains or comprises either in its entirety or in shortened form the RIP140 gene or RIP140 gene product howsoever modified including without limitation nucleotides, oligonucleotides, nucleic acid vectors, peptides, polypeptides, proteins etc.; or an agent that binds to the RIP140 gene or an RIP140 gene product (excluding the RIP140 protein or any subunit thereof) with the purpose of enhancing, interfering with, silencing, suppressing or modulating the expression thereof such agents including without limitation complementary sequences, ligands, cDNA, mRNA, tRNA, antibodies, antibody fragments, peptides, fusion proteins, mimetics, aptamers, antisense (or other nucleic acid based gene or gene product modulators), ribozymes, molecular imprinted polymers, RNAi, microRNA, dsRNA, siRNA, shRNA, vaccines, immunotherapeutics and gene therapy products; or an agent (including without limitation small molecule entities) that has a mechanism of action through interaction with or binding to the RIP140 protein (or a subunit thereof); and which have been identified by Licensee, Affiliate or Sublicensee as a direct result of the use of the Materials (or the use of an Improvement to the Materials licensed to Licensee or an activity that falls within a Valid Claim.
RIP140 means nuclear receptor interacting protein 140 also known as Nrip1 (nuclear receptor interacting protein 1); and /or a target protein for nuclear receptor interacting protein 140; and/or a complex of nuclear receptor interacting protein 140 and its target protein(s).
IPSCIO Record ID: 203376
For the Commercial License, Licensor grants an exclusive, sublicensable license under the Licensors Existing Technology, Licensors Collaboration Technology and Licensors interest in Joint Collaboration Technology, to make, use, offer for sale, sell and import Compounds and Licensed Products in the Field in the Territory; and, the Licensor Future Technology to make, use, offer for sale, sell and import Compounds in the Field in the Territory.
The Licensed Product means any product incorporating a Compound as an active ingredient.
The Compound means a small molecule (modulator) of a Collaboration Target, the mechanism of which is a binding interaction with a Collaboration Target, having a level of activity against such Collaboration Target, expressed as an inhibition constant (K1), that is less than ten (10) micromolar as measured in the applicable in vitro biochemical assay set forth in the Research Plan, or as otherwise agreed with the consent of both Parties, which consent shall not be unreasonably withheld.
The existing compounds ar AKT and RAF.
AKT means the protein known as Akt or any of its isoforms including, without limitation, Akt-1 (Swiss-Prot # P31749), Akt-2 (Swiss-Prot # P31751) and Akt-3 (Swiss-Prot # Q9Y243), aod any ortbologues, or deletional, substitutional and/or insertional variants, or fragments of any of the foregoing that may be used as a surrogate for Akt or any of its isoforms in the Research Program; provided, however, inclusion of such surrogates shall be subject to the consent of both Parties, which consent shall not be unreasonably withheld.
RAF means the protein known as Raf or any of its isoforms including, without limitation, a-Raf (Swiss-Prot # P10398), b-Raf (Swiss-Prot # P1 50S6) and c-Raf (Swiss-Prot # P04049), and any orthologues, or deletional, substitutional and/or insertional variants, or fragments of any of the foregoing that may be used as a surrogate for Raf or any of its isoforms in the Research Program; provided, however, inclusion of such surrogates shall be subject to the consent of both Parties, which consent shall not be unreasonably withheld.
IPSCIO Record ID: 289203
For Licensor Research IP, Licensor agrees to grant a worldwide, co-exclusive license, with the right to grant and authorize sublicenses, under the Licensor Research IP to perform its obligations and carry out any tasks or activities pursuant to the Research Plan, and under the Licensor KnowHow to research, develop, make, and have made, use, sell, offer for sale, and import Licensed Products in the Field, in each case including the right to practice any methods or processes.
For the Yale Licensed IP, Licensor agrees to grant a worldwide, exclusive license, with the right to grant and authorize sublicenses, under the Yale Licensed IP, to perform its obligations and carry out any tasks or activities pursuant to the Research Plan, and to research, develop, make, and have made, use, sell, offer for sale, and import Licensed Products in the Field, in each case including the right to practice any methods or processes.
For the Collaboration IP, Licensor agrees to grant a worldwide, exclusive license, with the right to grant and authorize sublicenses, under Licensors interest in and to any Collaboration IP, whether Joint Collaboration IP or Licensors Sole Collaboration IP, to perform its obligations and carry out tasks and activities pursuant to the Research Plan, and to research, develop, make, and have made, use, sell, offer for sale, and import Licensed Products in the Field, in each case including the right to practice any methods or processes.
For the Screening License, Licensor agrees to grant a worldwide, non-exclusive license, under the Yale Patents, to screen Small Molecule Compounds against targets that are not Collaboration Targets but are within the Notch signaling pathway.
For the Collaboration Reagents and Collaboration Assays, Licensor agrees to grant a worldwide, license to make and use Collaboration Reagents and Collaboration Assays for any purpose, which license is exclusive under the Yale Licensed IP and Collaboration IP, and nonexclusive under the Licensor Know-How.
For the Collaboration Inventions, Licensor agrees to grant a worldwide license, including the right to grant and authorize sublicenses, to Collaboration Inventions, other than Collaboration Reagents, Collaboration Assays, or Licensed Products, including making, and having made, using and selling any such Collaboration Inventions, which license is exclusive under the Yale Licensed IP and Collaboration IP, and non-exclusive under the Licensor Know-How.
For the Follow-On Licensor IP, Licensor agrees to grant a worldwide, non-exclusive license, with the right to grant and authorize sublicenses, under the Follow-On Licensor IP, to research, develop, make, and have made, use, sell, offer for sale, and import Licensed Products in the Field, in each case including the right to practice any methods or processes.
Collaboration Target means Notch 1, Notch 2, Notch 3, Notch 4, Jag 1, Jag 2 and DLLl; and any other target added.
DLLl means the human gene DLLl and the protein, or fragment or epitope thereof, encoded by such gene, including the protein encoded by the nucleic acid sequence set forth in REFSEQ accession No. NM 005618 and NP 005609, and naturally occurring variants and fragments thereof.
Notch l means the human gene Notch 1 and the protein, or fragment or epitope thereof, encoded by such gene, including the protein encoded by the nucleic acid sequence set forth in REFSEQ accession No. NM 017617 and NP 060087 and naturally occurring variants and fragments thereof.
Jag l means the human gene Jag 1 and the protein, or fragment or epitope thereof, encoded by such gene, including the protein encoded by the nucleic acid sequence set forth in REFSEQ accession No. NM 000214 and NP 000205 and naturally occurring variants and fragments thereof.
Licensee is a health care company that has expertise and capability in developing and marketing human biopharmaceuticals and has research and development programs.
IPSCIO Record ID: 289212
Licensor is the owner of U.S. Patent 5,585,277, and U.S. Patent No. 5,679,582.
Atlas Technology shall mean the methods and processes generally disclosed in the specifications and claims of the `277 patent, the `582 patent and/or International Application No. PCT/US96/19698.
ThermoFluor Screening Technology shall mean the methods, processes and apparatus generally disclosed in the specifications and claims of U.S. Patent No. 6,020,141 and/or allowed U.S. Patent Application Serial no. 08/853,459.
Licensor was granted a limited, nonexclusive license to the method claims of ThermoFluor screening technology. As part of this settlement agreement, until March 7, 2003, Licensee is precluded from using ThermoFluor screening technology in the Hepatitis C Virus infection area as part of collaborative agreements or as part of our internal drug programs. In addition, Licensee is precluded from using ThermoFluor screening technology as part of more than one collaboration agreement in the area of infection.
During the Restriction Period, Licensor may refer to Licensee any third parties that have requested that Licensor screen multiple targets to identify leads or drugs that are effective in any field other than Infection.
Licensee shall be free to use ThermoFluor Screening Technology without restriction in any Licensee Internal Program, except in the Hepatitis C Virus Field during the Restriction Period, and to license or transfer, in any manner, any compounds discovered or optimized through such use of ThermoFluor Screening Technology. Licensee shall not use ThermoFluor Screening Technology in the Hepatitis C Virus Field during the Restriction Period.
ThermoFluor screening process and our ability to rapidly select and synthesize compounds from our libraries compress an important segment of the R&D process, from assay set-up to the generation of a series of lead compounds with potential in vivo efficacy, from fourteen to thirty months at many pharmaceutical companies to as little as seven to ten months. This is expected to reduce resources required and development costs per target, allow more targets to be discovered with a given set of resources and accelerate time to market of successful drugs
Licensee is a post-genomics drug discovery company that has developed a unique integration of proprietary technologies to provide an accelerated and improved methodology for gene-to-clinic small molecule drug discovery.
