Royalty Report: Drugs, Disease, Therapeutic – Collection: 233477

$150.00

Curated Royalty Rate Report
Created On: 2020-07-15, Record Count: 18

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.
Created On: 2020-07-15
Record Count: 18

Primary Industries

  • Drugs
  • Disease
  • Therapeutic
  • Diabetes Treatment
  • Diagnostic
  • obesity
  • Cancer
  • Pain
  • Drug Discovery

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: 233477

License Grant
The Parties desire to enter into a collaborative relationship to identify and develop compounds that modulate 19AJ for clinical development and commercialization by Licensee.

For the Research License, Licensor grants during the Research Term and for one year thereafter, a co-exclusive, worldwide, royalty-free license, without the right to sublicense, under the Licensor Know-How, the Licensor Research Patents and Licensors interest in the Joint Patents solely to perform Licensees obligations under the Research Plan to seek to identify and to conduct research on Active Compounds.

For the Development License, Licensor grants an exclusive, even as to Licensor, except for Licensors rights, worldwide license, with the right to sublicense to Licensee Affiliates, under the Licensor Technology and Licensors interest in the Joint Patents solely to conduct development on Development Compounds, and to make, have made, and use such Development Compounds as needed for such development efforts.  Licensee will at all times be responsible for the performance of its Sublicensees and Third Party contractors under this Agreement.

For the Commercialization License, Licensor grants an exclusive, even as to Licensor, worldwide license, with the right to sublicense, under the Licensor Know-How, Licensor Commercialization Patents and Licensors interest in the Joint Patents to make, have made, use, sell, offer for sale, and import Collaboration Products in the Field of Use.

This agreement also has a non-exclusive grant back to Licensor.

License Property
19AJ means the G-protein coupled receptor referred to as 19AJ.

Collaboration Product means any pharmaceutical product that contains a Development Compound, or any prodrug, ester, salt form, stereo isomer, crystalline polymorph, hydrate or solvate thereof, and including all formulations, line extensions and modes of administration thereof.

Field of Use
The Field of Use means all therapeutic, prognostic, and diagnostic indications and applications for human and non-human purposes.

The Parties desire to identify and develop compounds that agonize or otherwise modulate the activity of 19AJ in a manner that may be useful in treating type 1 diabetes, type 2 diabetes, metabolic syndrome, obesity and other Indications.

IPSCIO Record ID: 202851

License Grant
The French Licensor grants back an exclusive, worldwide, irrevocable and perpetual license, including the right to sublicense through multiple tiers of sublicense, under the Licensors Technology and interest in Joint Patents, to research, develop, make, have made, use, sell, have sold, offer for sale and import Collaboration Compounds outside of the Field.
License Property
Proprietary compounds relating to chronic treatment SERCA activators.  Compounds relates to small molecule SERCA2b modulators for the treatment of type 2 diabetes and other metabolic diseases.
Field of Use
This agreement is for the study of the treatment of type 2 Diabetes, but not on humans.

IPSCIO Record ID: 204371

License Grant
Licensor grants to the French Licensee a non-exclusive, non-sublicensable, license solely to use the materials for the evaluation during the Evaluation Period.

Licensor grants an exclusive, except as to Licensor license, with the right to sublicense solely to Licensees affiliates, under the Research Technology and Licensors interest in Joint Patents, solely to perform the Research Collaboration Plan during the Research Collaboration Term; and on a Selected Compound-by-Selected Compound basis, effective upon Licensees selection of each Selected Compound, an exclusive license, with the right to sublicense through multiple tiers of sublicense, under the Licensed IP Rights and Licensors interest in Joint Patents, to research, develop, make, have made, use, sell, have sold, offer for sale and import such Selected Compound and Products containing or comprising such Selected Compound in the Field in the Territory.

License Property
Proprietary compounds relating to chronic treatment SERCA activators.  Compounds relates to small molecule SERCA2b modulators for the treatment of type 2 diabetes and other metabolic diseases.
Field of Use
This agreement is for the study of the treatment of type 2 Diabetes, but not on humans.

IPSCIO Record ID: 263945

License Grant
Licensor grants to the Licensee, of Sweden, a perpetual, exclusive, subject to a retained right thereto for the sole purpose of Licensor carrying out its obligations under the Research Collaboration, right and license in the Territory, with the right to grant sublicenses, under Licensors right, title and interest in and to the Compounds, the Licensed Products, the Licensed Patents, the Licensed Know-How and the
Licensed Improvements to use and otherwise Exploit the Compounds, the Licensed Products, the Licensed Patents, the Licensed Know-How and the Licensed Improvements for use within the Licensed Field.
License Property
The collaboration is based on Licensors melanocortin receptor Obesity program and includes access to compound libraries, core technologies and expertise in melanocortin receptor drug discovery and development.

Licensor is engaged in research regarding modulation of the activity of the MC4 receptor, including regulation of appetite for treatment of obesity, diabetes and related metabolic syndrome.

The licensed know-how is for Information relating to Compounds, including without limitation cell binding, functional and efficacy Information, including both in vitro and in vivo data, to the extent not disclosed in the Licensed Patents;  Information relating to development plans and proposed activities. including but not limited to proposed work and activities with respect to chemotypes, modification of existing chemotypes, synthetic methods, formulations and routes of administration; and,  Information relating to other signal transduction pathways, such as activation of MAPkinase and regulation of levels of intracellular calcium, linked to activation of MC4 receptors, including exploration of correlations to the mechanism of action of Compounds.

60/712.283 Compounds and Methods for Treating Obesity

60/712.282 Methods for Selection of Melanocortin Receptor-Specific Agents for Treatment of Obesity

Field of Use
The Licensed Field means the palliative, prophylactic or therapeutic treatment of mammalian, including human, obesity, diabetes and related metabolic syndrome by use of a Compound, other than such Compound mentioned under, which binds to the melanocortin-4 receptor or the melanocortin-3 receptor; or a Compound which binds to the melanocortin-4 receptor and is effective for palliative, prophylactic or therapeutic treatment of any mammalian, including human, disease, syndrome or condition as a result of such binding to the melanocortin-4 receptor, but specifically excluding from either of the compounds which are functionally antagonists at either or both the melanocortin-4 receptor and the melanocortin-3 receptor as determined by an adenylyl cyclase assay system and which at clinical relevant doses, in either animal models or humans, result over a clinically relevant period in an increase in body weight such that the specifically excluded compounds may be useful for treatment of cachexia and related indications, provided. however, that any such compound otherwise excluded shall if useful for treatment of obesity, diabetes or related metabolic syndrome be included in the Licensed Field; and Compounds used or useful solely for the SD Field.

SD Field means the palliative, prophylactic or therapeutic treatment of mammalian, including human, sexual dysfunction, including erectile dysfunction and all related subindications, such as organic, psychogenic or iatrogenic inability to achieve or maintain an erection, ejaculatory failure, premature ejaculation, retrograde ejaculation. inability to achieve an orgasm. and the like. and female sexual dysfunction and all related subindications, such as organic, psychogenic or iatrogenic persistent or recurrent failure to attain or maintain the lubrication-swelling response of sexual excitement until completion of sexual activitv, including inhibited orgasm, dvspareunia, hypoactive sexual desire disorder, sexual anhedonia, sexual arousal disorder, vagjnismus, and the like.

IPSCIO Record ID: 273392

License Grant
Licensor shall and hereby does grant to Licensee an exclusive worldwide license, with rights to sublicense, under the Licensor Patent Rights and the Licensor Research Tool Patents to develop, make, use, have made and sell Development Candidates in the Licensee Development Field, except that the rights granted under the Licensor Research Tool Patents shall not include rights relating to targets other than ACE2.  

Licensor hereby agrees to grant and does grant Licensee a non-exclusive worldwide license, with rights to sublicense, under any Licensor Consulting IP, to develop, make, use, have made, and sell Development Candidates in the Licensee Development Field.

Licensor will and hereby does grant to Licensee a non-exclusive worldwide license, with the right to sublicense, under Licensor’s interest in such invention, patent or patent application, to develop, make, use, have made and sell Development Candidates in the Licensee Development Field.

License Property
Licensor Patent Rights means U.S. Patent 6,632,830 and U.S. Patent 7,045,532 and any related foreign patents and patent applications related thereto, including (a) any continuation, continuation-in-part, divisional, resissue, reexamination or extension thereof, (b) any patent issued from any such applications, and (c) all inventions claimed in any of the foregoing.

Licensor Research Tool Patents means the U.S. Patents listed and any related foreign patents and patent applications related thereto, including (a) any continuation, continuation-in-part, divisional, resissue, reexamination or extension thereof, (b) any patent issued from any such applications, and (c) all inventions claimed in any of the foregoing.

U.S. Patent No 6,632,830 – ACE-2 inhibiting compounds and methods of use thereof
U.S. Patent No 7,045,532 – ACE-2 modulating compounds and methods of use thereof
US Patent No 6,194,556 – The present invention relates to the discovery of novel genes encoding an angiotensin converting enzyme, Angiotensin Converting Enzyme-2 (ACE-2). Therapeutics, diagnostics and screening assays based on these molecules are also disclosed.
US Patent No 6,989,363 – Angiotensin converting enzyme homolog and therapeutic and diagnostic uses therefor
US Patent No 6,610,497 – Angiotensin converting enzyme homolog and therapeutic and diagnostic uses therefor
US Patent No 6,884,771 – Angiotensin converting enzyme homolog and uses therefor
US Patent Application No. 11/059218
US Patent Application No. 10/659000

Development Candidate means any Compound or Biotherapeutic Compound that is developed by Licensee alone or by a third party (with or without the participation of Licensee) under a Development Arrangement.

Compound means (a) MLN 4760; (b) any other compound covered by a Valid Claim under Licensor Patent Rights; (c) any compound made under Licensee’s development hereunder; (d) any metabolite, ester, salt, hydrate, solvate, polymorph, stereoisomer, prodrug, or formulation of the foregoing described in (a), (b), or (c); and (e) any product that has as an active ingredient (a), (b), (c), or (d).

MLN 4760 means the chemical compound known as MLN 4760 and more fully described as (S,S)-2-[1-carboxy-2-[3-(3,5-dichlorobenzyl)-3H-imidazol-4-yl]-ethylamino]-4-methylpentanoic acid.

Biotherapeutic Compound means any molecule that has a molecular weight in excess of 1500 Daltons and that is covered by, or is developed through activities covered by, Licensor Research Tool Patents.

Field of Use
Licensee Development Field means the prevention, diagnosis, and treatment of any human disease other than Oncology Diseases (as that term is defined below).  Notwithstanding the previous sentence, it is understood that Licensee will be restricted from developing a Development Candidate for the treatment of Type 1 Diabetes, Type 2 Diabetes and Obesity as specified in the existing Separation Agreement between Licensor and Abbott Laboratories, dated August 8, 2003, which restriction shall expire and be inapplicable and unenforceable hereunder as of September 29, 2008.

Type 1 Diabetes means insulin-dependent diabetes mellitus as diagnosed according to criteria published in the Report of the Expert Committee on the Diagnosis and Classification of Diabetes Mellitus (Diabetes Care, Vol. 24, Supp. 1, January 2001) whereby fasting plasma glucose level is greater than or equal to 126 milligrams per deciliter and for which the primary cause is beta-cell destruction.

Type 2 Diabetes non-insulin-dependent diabetes mellitus as diagnosed according to criteria published in the Report of the Expert Committee on the Diagnosis and Classification of Diabetes Mellitus (Diabetes Care, Vol. 24, Supp. 1, January 2001) whereby fasting plasma glucose level is greater than or equal to 126 milligrams per deciliter.

Obesity means the condition of excess body fat (adipose tissue), in accordance with the National Institutes of Health Federal Obesity Clinical Guidelines for adults, whereby body mass index calculated by dividing body mass in kilograms by height in meters squared is equal to or greater than twenty-five (25) (for purposes of this definition, Obesity shall include an overweight condition in accordance with the above guidelines and comparable obesity and overweight condition in children).

Oncology Diseases means the prevention, diagnosis, and treatment of oncological diseases (including modulation of tumor angiogenesis).

IPSCIO Record ID: 203477

License Grant
Pursuant to this agreement, the Parties agree to collaborate on an exclusive basis in the Development and Commercialization of Product in the Field.

Licensor grants an exclusive license in the Territory except for the U.S. with the right to sublicense, under the Licensor Rights existing as of the Effective Date, solely to develop, make, have made, use, sell, offer for sale, have sold and import Compound and Product in the Field in the Territory except for the U.S. as contemplated by this Agreement, and otherwise to perform its obligations expressly set forth in this Agreement or the Related Agreements in the Territory.

Licensor grants a non-exclusive, worldwide license, including the right to sublicense, to use the Licensor Marks on Product packaging, labeling, advertising and Promotional Material.

For IT improvements, Licensor grants a worldwide, nonexclusive license in the Territory to practice under the rights of Licensor to any such Licensor Rights and Improvements to develop, make, have made, use, sell, offer for sale, have sold and import Compound and Product in the Territory as contemplated by this Agreement, and otherwise to perform its obligations expressly set forth in this Agreement or the Related Agreements in the Territory.

Each Party hereby grants the other Party an exclusive option to enter into an agreement for the Development of Option Compound(s) Controlled by the granting Party.

License Property
The Neogenesis patents are claiming differentiation of non-insulin producing cells into insulin producing cells by GLP-1 or Exendin-4.

The Compound means exendin-4, an amino acid sequence.

AC2993 (synthetic exendin-4) is a peptide that has been shown to stimulate insulin secretion when blood glucose concentrations are high, but not when blood glucose levels are low.

The Product means a pharmaceutical product that contains or incorporates Compound, whether in development or approved by any Regulatory Authority, including all formulations, line extensions and modes of administration (including, without limitation, all delivery devices or other peripherals and consumables).

U.S. 5,424,286

Field of Use
The field means prevention and treatment of all human and animal diseases and disorders.

This collaboration agreement is for development and sale of a potential new treatment for type 2 diabetes.

IPSCIO Record ID: 215177

License Grant
Pursuant to this agreement, the Parties agree to collaborate on an exclusive basis in the Development and Commercialization of Product in the Field.

Licensor grants an exclusive license in the Territory, with the right to sublicense, under the Licensor Rights existing as of the Effective Date, solely to develop, make, have made, use, sell, offer for sale, have sold and import Compound and Product in the Field in the Territory as contemplated by this Agreement and otherwise to perform its obligations expressly set forth in this Agreement or the Related Agreements in the Territory.

Licensor grants a non-exclusive, worldwide license, including the right to sublicense in conjunction with a sublicense permitted by this agreement, to use the Licensors Marks on Product packaging, labeling, advertising and Promotional Material.

For IT improvements, Licensor grants a worldwide, nonexclusive license in the Territory to practice under the rights of Licensor to any such Licensor Rights and Improvements to develop, make, have made, use, sell, offer for sale, have sold and import Compound and Product in the Territory as contemplated by this Agreement and otherwise to perform its obligations expressly set forth in this Agreement or the Related Agreements in the Territory.

Each Party grants the other Party an exclusive option to enter into an agreement for the Development of Option Compound(s) Controlled by the granting Party.

License Property
The Neogenesis patents are claiming differentiation of non-insulin producing cells into insulin producing cells by GLP-1 or Exendin-4.

The Compound means exendin-4, an amino acid sequence.

AC2993 (synthetic exendin-4) is a peptide that has been shown to stimulate insulin secretion when blood glucose concentrations are high, but not when blood glucose levels are low.

The Product means a pharmaceutical product that contains or incorporates Compound, whether in development or approved by any Regulatory Authority, including all formulations, line extensions and modes of administration (including, without limitation, all delivery devices or other peripherals and consumables).

U.S. 5,424,286

Field of Use
The field means prevention and treatment of all human and animal diseases and disorders.

This collaboration agreement is for development and sale of a potential new treatment for type 2 diabetes.

IPSCIO Record ID: 211864

License Grant
For the Non-Exclusive Research License to Licensor Base Technology, Licensor grants a non-exclusive, world-wide license under the Base Technology to conduct research and development activities pursuant to the Research Plan, with no right to sublicense.   Licensor also grants the right to sublicense or transfer the rights granted under the Collaboration Technology to: Affiliates; and to Third Parties.
License Property
License agreement is for the development of orally bioavailable small-molecule compounds identified through the application of PTC’s proprietary GEMS (Gene Expression Modulation by Small Molecules) technology.

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.

GEMS-UTR (Gene Expression Modulation by Small-Molecules Untranslated Region) is a proprietary screening technology for the identification of small molecules that modulate gene expression by targeting the post-transcriptional control processes that act through the UTRs of mRNA molecules.

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.

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

This agreement pertains to drug discovery.

IPSCIO Record ID: 230807

License Grant
For the License Grants of Patent Rights and Biological Materials, the University/Medical School grants to Company and its Affiliates an exclusive, worldwide license, with the right to sublicense, under its commercial rights in the Patent Rights and Biological Materials to develop, make, have made, use, and sell Licensed Products in the Field and to develop and perform Licensed Services in the Field.

For the Related Technology, Medical School grants to Company and its Affiliates a non-exclusive, license, with the right to sublicense, under its commercial rights in the Related Technology to develop, make, have made, use, and sell Licensed Products in the Field and to develop and perform Licensed Services in the Field.

License Property
Patents include Method of Introducing SI RNA into adipocytes, Genes Expressed in Type II diabetes and Uses Thereof, and, Receptor-Activated Reporter Systems.  Related  Technology  means  know-how,  technical  information, research and development  information,  test results, and data necessary for the
effective  exercise of the Patent  Rights which are owned by the Medical  School.

Licensed Product means any Covered Product or Developed Product.

Covered Product means any product that cannot be manufactured, used, or sold without infringing one or more claims under the Patent Rights, incorporates some portion of one or more Biological Materials proprietary to Medical School, or  cannot be manufactured, used, or sold without using some portion of the Related Technology.

Developed Product means any product that is not a Covered Product and is developed using methods claimed in the Patent Rights or using some material portion of the Related Technology.

Licensed Service means any service that cannot be developed or performed without using at least one process that infringes one or more claims under the Patent Rights,  uses some portion of one or more Biological Materials, or  uses some portion of the Related Technology.

Field of Use
Field means drug discovery in type 2 diabetes and/or obesity with therapeutic, prophylactic, or diagnostic applications and products for treatment, prevention or diagnosis of type 2 diabetes and/or obesity.

IPSCIO Record ID: 245901

License Grant
Licensor hereby grants to the Belgium Licensee an exclusive ( even as to Licensor except as expressly set forth below), royalty-bearing right and license, with the right to grant sublicenses, under the Licensor Intellectual Property and Licensors interest in the Collaboration Intellectual Property, to research, develop, make, have made, import, export, use, sell, offer for sale, have sold, distribute, promote, commercialize and otherwise exploit Collaboration Products in the Field in the Territoty; provided, however, that Licensor retains the right under the Licensor Intellectual Property and the Collaboration Intellectual Property to perform Licensors obligations under this Agreement, including conducting the activities set forth in the Joint Plan and Budget.
License Property
Collaboration Product means a Compound, or a pharmaceutical product containing a Compound which product is in any form or formulation or combination, delivery or production system ( e.g., cell lines that produce the protein or peptide therapeutic), or package configuration. For clarity and purposes of this Agreement, antibodies, antibody fragments, chemical compounds, antisense therapeutics, RNA and DNA therapeutics are not Collaboration Products, and 'Collaboration Product' shall not include Licensor Compositions, where 'Licensor Composition' means any active pharmaceutical ingredient ( other than a Compound) whose composition of matter, or method of manufacture or use, is claimed in or embodies any Patent Rights or Know-How solely or jointly with a Third Party owned or controlled by Licensor or any of its Affiliates which was discovered by Licensor or any of its Affiliates outside of the Research Collaboration.

Compound means any native, mutated, or chimeric protein or peptide therapeutic that directly modulates a Target (a 'Target Modulator') and was identified, and such modulation confirmed, by Licensor or Licensee in the performance of the Research Collaboration. For clarity and purposes of this Agreement, antibodies, antibody fragments, chemical compounds, antisense therapeutics, RNA and DNA therapeutics are not Compounds or Target Modulators.

Collaboration Intellectual Property means Collaboration Know-How and Collaboration Patent Rights.  

Licensor Intellectual Property means Licensor Know-How and Licensor Patent Rights.

Licensor Patent Rights means all Patent Rights Controlled by Licensor as of the Effective Date or during the Research Term that is necessary for Licensee to perform its obligations under the Research Collaboration, but excluding Collaboration Patent Rights.

Licensor Know-How means all Know-How Controlled by Licensor as of the Effective Date or during the Research Term that is necessary for Licensee to perform its obligations under the Research Collaboration, but excluding Collaboration KnowHow.

Field of Use
Licensee will utilize Licensor’s proprietary AMP-Rx protein design technology to create a novel therapeutic of Licensee’ selection optimized for improved pharmaceutical characteristics and therapeutic benefits for the treatment of diabetic eye diseases.

IPSCIO Record ID: 253915

License Grant
Licensor grants the Licensee, of England, an exclusive license, with the right to grant sublicenses, under the Licensor Patents and Licensor Know-How to develop, use, make, have made, offer for sale, sell, import, market, distribute and promote the Compound and Products, in each case solely in the Field in the Territory.

Licensee shall have a non-exclusive license, with the right to grant sublicenses, to use the Licensor Trademarks solely for market research and other similar activities to determine whether Licensee will use the Licensor Trademarks or Licensee Trademarks in connection with the commercialization and promotion of the Product in the Field in the Territory.

License Property
Licensor has developed a Transported Prodrugâ„¢ of gabapentin for the treatment of restless legs syndrome (RLS) and the management of neuropathic pain (which includes post-herpetic neuralgia and diabetic peripheral neuropathy.

The Compound shall mean that certain compound, referred to internally at Licensor as XP13512, and all esters, hydrates, metabolites [(excluding gabapentin), polymorphs, prodrugs of gabapentin], salts, solvates, isomers and/or mixtures of isomers thereof.

The patents are for the Compound Family,  Analog Prodrug Sustained Release Oral Dosage Form Families, Crystalline Form Family, Convergent Synthesis Family, Alternative Synthesis Method Families,  Therapeutic Use to treat RLS Family, Therapeutic Use to treat Hot Flashes Family,  Therapeutic Use to treat Incontinence Family,  Therapeutic Use to treat Premature Ejaculation Family,  Therapeutic Use to treat Vulvodynia Family,  Therapeutic Use to treat Tinnitus Family,  and,  Topical Composition/Use to treat Local Pain Family.

XP13512 is a patented, new chemical entity that is designed to improve upon the clinical utility of gabapentin by taking advantage of high-capacity transport mechanisms in the gut to improve absorption.

Field of Use
XP13512 is currently in Phase III development for Restless Legs Syndrome (RLS) and in Phase II development for neuropathic pain.

Restless legs syndrome (RLS) is a condition that causes an uncontrollable urge to move your legs, usually because of an uncomfortable sensation. It typically happens in the evening or nighttime hours when you're sitting or lying down. Moving eases the unpleasant feeling temporarily.

IPSCIO Record ID: 233451

License Grant
Licensor grants a worldwide, exclusive license, with the right to sublicense, under the Licensors Rights, to Develop, make, have made, use, sell, offer for sale, have sold and import the Compound and Products in the Field, and otherwise to perform its obligations expressly set forth in this Agreement and the Co-Promotion Agreement.
License Property
The Compound means either (a) the Initial Compound or (b) any compound that is claimed in U.S. Patent No. 6,288,122 Bl and any hydrates, anhydrides, solvates, salts, esters or polymorphs thereof.

The initial compound means the compound ICA-17043 having the molecular structure set forth and any hydrates, anhydrides, solvates, salts, esters, isomers, prodrugs, metabolites or polymorphs thereof.

The Product means a pharmaceutical product that contains, incorporates or is comprised of the Compound, whether in development or approved by any Regulatory Authority, including all formulations, line extensions and modes of administration thereof.

The Licensor Patents means all Patents, other than CMCC Patents, Controlled by Licensor as of the Effective Date or during the Term, that, absent rights thereunder, would be infringed by the Development, Manufacture, formulation, use, distribution, importation, sale, or offer for sale of Compound or Product, including without limitation any such Patents claiming the composition of matter or the use of Compound or Product or any Improvements thereto.

Licensors know-how means all Information, except for CMCC Know-How, that Licensor Controls as of the Effective Date or during the Term.

Field of Use
The field means prevention and treatment of all human and animal diseases and disorders.  The licensed technology is for use of these compounds include treating sickle cell disease, preventing erythrocyte dehydration and inhibiting potassium flux.

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 Product shall mean a pharmaceutical product containing a Collaboration Compound that is sold by Licensor or Licensee, 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 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.

Joint Research Committee or “JRC” shall mean the entity organized to manage the scientific implementation of the Collaboration.

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

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

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).

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.

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.

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 Licensor, Licensee 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 Licensee or Licensor during the term of this Agreement; provided, however, that Collaboration Patents shall not include any Licensor Patents or Licensee Patents.

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

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: 203459

License Grant
Licensor grants an exclusive, even as to Licensor, license, with the right to sublicense, under Licensors interest in Collaboration Patents, and Collaboration Know-How, in each case solely to develop, make, have made, use, sell, have sold, offer for sale and import Products in the Field in the Territory; provided, however, that Licensor retains such rights under Collaboration Technology as are necessary to perform its obligations under the Research Program.

This agreement also includes Non-Exclusive Cross-Licenses where each Party hereby grants to the other Party a non-exclusive, royalty-free license, without the right to sub-license:
(i) under such Partys interest in Collaboration Know-How for the manufacture or formulation of products other than Products, including 'cocktail' and other Combination Products; and
(ii) under such Partys interest in Collaboration Know-How, solely to conduct research in the HCV Field in the Territory.

License Property
Licensor has a research program for the discovery and optimization of nucleoside inhibitors of the NS5b polymerase in hepatitis C virus.

The Collaboration Compound shall mean a Nucleoside that satisfies the chemical and technical requirements set forth, and its Related Compounds and which:
(a) is or was synthesized by or for Licensor on or before the Effective Date or during the Research Program Term; or
(b) is a Related Compound to a Collaboration Compound disclosed by Licensor to Licensee pursuant to Identification and Contribution of Collaboration Compounds and which is synthesized by or for Licensee after the Effective Date.

The Collaboration Compound Products shall mean any preparations in final form, bulk form or other form containing as an active pharmaceutical ingredient one or more Selected Compounds.

Field of Use
The Field shall mean all human and animal therapeutic, diagnostic, and prophylactic uses, including, without limitation, the treatment, prevention and prophylaxis of hepatitis C viral infections.

The HCV Field shall mean the treatment of chronic hepatitis C viral infections in humans.

The Collaboration Compound Products are for sale by prescription, over-the-counter or any other method, including without limitation any Combination Product.

IPSCIO Record ID: 148361

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

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 237208

License Grant
Pursuant to the terms of this Agreement, the Parties wish to terminate the Multi-Project Collaboration Agreement and enter into this Agreement to pursue research, development and marketing of products based on specific focused areas.

The Parties are establishing a collaborative effort to perform research and develop and market products for the prevention, diagnosis, and treatment of skeletal muscle disorders.

Either Party may become an Opting Out Party with respect to a Lead Compound, Development Compound or Marketed Compound, either in total or on a country-by-country basis. The Proceeding Party may proceed to research, develop and/or market such Compound at its own expense. The Opting Out Party shall grant licenses to the Proceeding Party.

For the License Grants during Research Term, Inventions Having Utility, Licensor grants Licensee a Sole License under Licensor Patent Rights and Licensor Know-how to make, have made, use, import, offer for sale and sell Licensor Technology in the Field.

Licensor also grants Licensee, for research purposes only in the Field, a Sole License under Licensor Patent Rights and Licensor Know-how to make, have made, and use small molecule Research Compounds that have not met Success Criteria.

Sole License shall mean a non-exclusive license in the Territory under Know-how or a Patent, without the right to sublicense, granted by a Licensor Party to the other Licensee Party in the Field, wherein the Licensor Party shall not grant any Third Party rights in the Field under the Know-how or Patent to the subject matter of the license.

With respect to Inventions made as a direct result of work done under this Agreement during the Research Term and owned solely or jointly by a Party wherein the Invention has utility in the Field, each Party grants to the other the right of first negotiation to obtain from the other Party exclusive rights outside the Field in the Territory under reasonable terms for any such Invention.

For the Rights upon Termination of the Research Term, Inventions Having Utility in the Field, upon expiration of the Research Term, the Sole Licenses and rights of first negotiation granted by the Parties shall terminate, and, With respect to Licensor Inventions having a utility in the Field, Licensor shall grant Licensee a non-exclusive license under Licensor Know-how and Licensor Patent Rights, without the right to sublicense, to make, have made, and use Licensor Technology for the purpose of discovering, developing and/or commercializing Compounds (other than small molecules, DNA sequences, proteins and peptides that are covered by Licensor Inventions identified during the Research Term or Tail Period (Licensor Compounds) in the Field.

In addition, Licensor shall grant to Licensee a non-exclusive license under Licensor Know-how and Licensor Patent Rights, without the right to sublicense, to make, have made, and use Licensor Compounds solely for research purposes. For clarity, this nonexclusive license to Licensor Technology and Licensor Compounds does not include the right to have sold or sell Licensor Technology and Licensor Compounds, under Licensor Know-how and Licensor Patent Rights.

For License Grants to Inventions Having No Utility in The Field, each Party shall have the right of first negotiation to obtain exclusive rights outside the Field and in the Territory under reasonable terms consistent with those set forth herein for any such Invention owned jointly with the other Party.

– Licensor shall have the right of first negotiation to obtain exclusive rights outside the Field and in the Territory under reasonable terms consistent with those set forth herein for any such Invention having cardiovascular utility owned solely by Licensee or its Affiliates.

– Licensee shall have the right of first negotiation to obtain exclusive rights outside the Field and in the Territory under reasonable terms consistent with those set forth herein for any such Invention having cancer utility and/or immunosuppressive utility (which term does not include utility in arthritis) owned solely by Licensor or its Affiliates.

For the Grant of License by Opting Out Party, In the event a Party becomes an Opting Out Party with respect to a Development Compound in its entirety or on a country-by-country basis, then the license granted by the Opting Out Party to the Proceeding Party shall be an exclusive license including as to the Opting Out Party, with the right to sublicense, to make, have made, use, import and sell such Development Compound under the Patents, Know-how, trademarks and copyrights regarding that Compound owned in whole or in part by the Opting Out Party. The license shall be in all countries of the Territory in which Opting Out has been deemed to occur.

A Party shall not grant any license to a Third Party.

License Property
Compound means a chemical entity, which is not Excluded Technology, with research or commercial utility in the Field for methods of research, diagnosis, treatment or prevention of any disease or disorder in humans or animals, and which is conceived and/or reduced to practice by Licensee, or acquired by Licensee from a Third Party with the right to sublicense, before or during the Research Term; or is conceived and/or reduced to practice by Licensor, or acquired by Licensor from a Third Party with the right to sublicense, prior to or during the Research Term.

GPCR means a G-protein coupled receptor.

Field of Use
For this grant portion of the agreement, the Parties agree that Licensor does not grant any rights to the small molecules in the Phosphatase program,  other than those Compounds in the Muscle Field or DDR Field.

Field means the collective areas in which the Parties shall collaborate encompassing the discovery, development, supply and commercialization of products or processes in the Muscle Field, the GPCR Field or the DDR Field.

DDR Field means the discovery, development, supply and commercialization of products or processes that modulate the function of the receptor tyrosine kinases DDR1 and/or DDR2 (or any receptor having at least seventy-five percent (75%) homology with DDR1 or DDR2) whose biological action is primarily due to this modulation.

GPCR Field means the discovery, development, supply and commercialization of products or processes that directly bind and/or modulate the function of the twelve GPCRs.

Muscle Field means the discovery, development, supply and/or commercialization of products (except MuSK and/or Agrin) or processes that diagnose, prevent and/or treat conditions in humans and animals associated with the promotion or protection of skeletal muscle mass or function (including, without limitation, the diagnosis, treatment or prevention of muscle atrophy or sarcopenia).

IPSCIO Record ID: 233495

License Grant
The Parties of Switzerland and Iceland, wish to expand the relationship created under the 1998 Research Agreement with respect to diagnostic products to include expansion of their collaboration with respect to the certain of the diseases covered by the 1998 Research Agreement and the addition of new targets, products and diseases.

Upon a Research Project becoming an Elected Project,  the Licensor of Iceland grants the Swiss Licensee sole and exclusive worldwide right and license under Joint Know-How and Joint Patents, sole and exclusive worldwide right and license to use Licensor Know-How and all Licensor Patents, and a non-exclusive right and license to use Licensor Generalized Technology, to make, have made, use, offer for sale, sell, have sold, and import Diagnostic Products developed a result of the Elected Project, in the Field throughout the Territory.

Upon a Research Project becoming an Elected Project, Licensor grants a non-exclusive right and license under Licensor Intellectual Property, solely to the extent necessary to make, have made, use, offer for sale, sell, have sold and import Diagnostic Products in the Field throughout the Territory.

Licensor grants a non-exclusive worldwide right and license under Licensor Know-How and Licensor Patents, and a non-exclusive right and license to use Licensor Generalized Technology, solely for Licensees internal research purposes relating to the development of Diagnostic Products in the Field throughout the Territory.

Licensor grants a  world-wide, license and immunity from suit to practice, make, have made, use and sell and have sold, any products or other materials but for the license granted herein would infringe a Valid Claim under the Licensor Patent commonly known as the Lupus Patent; and a subscription fee-free, world-wide license to Licensors database commonly known as the Clinical Genome Miner.

For the Research Programs, during the Research Term, each Party grants to the other Party and its Affiliates a fully paid-up, non-royalty bearing non-exclusive right and license, without the right to grant sublicenses, under such Partys respective Know-How and Patents, for the sole and exclusive purpose of the other Party fulfilling its research obligations under any and all Research Projects under this Agreement.

For subscription to the database Licensor shall grant Licensee and its Affiliates as defined in the Diagnostics Agreement, a non-exclusive non-transferable license to the CGM, for Licensees use in the conduct of its internal research and development programs in the Field.

License Property
The patents are referred to as the Lupus Patents.

Diagnostic Product shall mean any product in the form of a device, compound kit or service useful in the Field which contains a component which is able to detect and/or quantify the presence or amount of  a disease gene that affects the pathogenesis of the Disease, or a product of a Disease Gene that affects the pathogenesis of the Disease, or a biological marker or set of biological markers shown to indicate a predisposition to a Disease, or is derived from Biological Material or any product in the form of a device, compound, kit or service useful for the measurement or prediction of individual patient response to a therapeutic product, which device, compound, kit or service contains a component which is able to defect and or quantify the presence or amount of a Disease Gene, or a product of a Disease Gene or is derived from Biological Materials and is discovered, developed, made or created during, or as part of or as a direct result of a Research Project by a Party, its Affiliates or its Collaborator at any time during the Research Term.

CGM is Licensors database commonly known as the Clinical Genome Miner.

Field of Use
The field is the Analysis of genes, micro-satellite markers, polymorphisms, SNPs and their association with diseases, symptoms, drug response and other phenotypes for the purposes of developing know-how for the research, development and commercialization of products within agreed classes to include diagnostic, therapeutic and pharmacogenetic products.

IPSCIO Record ID: 203480

License Grant
Pursuant to the terms of this Agreement, the Parties wish to terminate the Multi-Project Collaboration Agreement and enter into this Agreement to pursue research, development and marketing of products based on specific focused areas.

The Parties are establishing a collaborative effort to perform research and develop and market products for the prevention, diagnosis, and treatment of skeletal muscle disorders.

For the Termination of the Multi-Project Collaboration Agreement and Overview and Management of Collaboration portion of this Collaboration agreement, the Multi-Project Collaboration Agreement is hereby terminated, and contrary to the Multi-Project Collaboration Agreement, Licensee shall own all Inventions discovered by employees of Licensee as part of any Licensee Retained Project and having no utility in the Field as of the Effective Date.

Licensor grants an exclusive License under its Patents and Know-how whether solely owned by Licensor or jointly owned with Licensee which were conceived and reduced to practice in connection with any Licensee Retained Project at any time through December 31, 2000 and as of December 31, 2000 have no known use in the Field or in any Licensor Retained Project to make, have made, use, import, offer for sale and sell any products for the prevention, diagnosis, or treatment of any diseases or disorders in humans or animals in connection with any Licensee Retained Project.

Licensor grants a non-exclusive License under its Patents and Know-how which were conceived and reduced to practice in connection with any Licensee Retained Project at any time through December 31, 2000 and as of December 31, 2000 have known use in the Field or in any Licensor Retained Project, to make, have made, use, import, offer for sale and sell any products for the prevention, diagnosis, or treatment of any disease or disorder in humans or animals in connection with any Licensee Retained Project.

Licensor grants a non-exclusive License under its Patents and Know-how conceived and reduced to practice in connection with any Mutual Retained Project at any time through December 31, 2000, to make, have made, use, import, offer for sale and sell any products for the prevention, diagnosis, or treatment of any disease or disorder in humans or animals.

For the Scope of Collaboration, the Parties will work together to research, develop and commercialize Lead Compounds pursuant to this Agreement in the Territory.

License Property
Licensor conducts research and develops and markets pharmaceutical products for the treatment of a variety of disorders, including without limitation products having utility in the treatment of bone disorders, skeletal muscle disorders, cardiac muscle disorders, arthritis, gastrointestinal disorders, obesity, and anti-infectives.

Agrin means the compounds claimed in the United States Patent Application Serial Number 08/644,271 and any continuations, divisionals or continuation-in-parts thereof, and any molecules representing one or more amino acid substitutions, deletions, or additions derived therefrom.

Compound means a chemical entity, which is not Excluded Technology, with research or commercial utility in the Field for methods of research, diagnosis, treatment or prevention of any disease or disorder in humans or animals, and which is conceived and/or reduced to practice by Licensee, or acquired by Licensee from a Third Party with the right to sublicense, before or during the Research Term; or is conceived and/or reduced to practice by Licensor, or acquired by Licensor from a Third Party with the right to sublicense, prior to or during the Research Term.

GPCR means a G-protein coupled receptor.

Field of Use
For this grant portion of the agreement, the Parties agree that Licensor does not grant any rights to the small molecules in the Phosphatase program,  other than those Compounds in the Muscle Field or DDR Field.

Field means the collective areas in which the Parties shall collaborate encompassing the discovery, development, supply and commercialization of products or processes in the Muscle Field, the GPCR Field or the DDR Field.

DDR Field means the discovery, development, supply and commercialization of products or processes that modulate the function of the receptor tyrosine kinases DDR1 and/or DDR2 (or any receptor having at least seventy-five percent (75%) homology with DDR1 or DDR2) whose biological action is primarily due to this modulation.

GPCR Field means the discovery, development, supply and commercialization of products or processes that directly bind and/or modulate the function of the twelve GPCRs.

Muscle Field means the discovery, development, supply and/or commercialization of products (except MuSK and/or Agrin) or processes that diagnose, prevent and/or treat conditions in humans and animals associated with the promotion or protection of skeletal muscle mass or function (including, without limitation, the diagnosis, treatment or prevention of muscle atrophy or sarcopenia).

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