Description
Category: Technology Licenses
Created On: 2022-04-28
Record Count: 18
Primary Industries
- Drugs
- Diagnostic
- Drug Discovery
- Therapeutic
- Cancer
- Genome
- Proteins
- Disease
- Biotechnology
- Antibody
- Imaging
- Assay
- Molecular
- Technical Know How
- Data Management
- Software
- Surgical
- ribonucleic acid
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: 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: 237211
For License to Licensor Leads, Collaboration Leads and Licensee Leads, Licensor grants an exclusive worldwide license, with the right to grant sublicenses, to use the Licensor Leads, Collaboration Leads and Licensee Leads and Collaboration Results pursuant to a Collaboration Project or a Licensee Project to research, develop, make, have made, use, import and have sold Licensed Products in the Diagnostic Imaging Field.
For the Option in the Licensee Therapeutics Field, the License Option, with regard to any Licensor Lead for which a Collaboration Project exists and for any Collaboration Lead or Licensee Lead, Licensee may extend the license rights granted to the exclusive use of such lead to research, develop, make, have made, use, import and have sold Licensed Products in the Licensee Therapeutics Field and will have a non-exclusive license to use the Licensor Technology in the Licensee Therapeutics Field in connection therewith; provided that such lead is not part of an active Licensor research and development program or that Licensor is not precluded from granting the license because of an agreement with a third party.
Licensor Technology shall mean collectively any proprietary peptide, protein and antibody library technology and/or all related materials, data, know-how, inventions and Patent Rights that Licensor owns or controls and has the right to grant licenses to in the Diagnostic Imaging Field existing or arising during and through the Research Term.
Licensor Leads shall mean any peptide, protein or antibody molecules existing as of the Effective Date, including Proteases, Antibodies, Blood Proteins , Cell Surface Receptors·, Signal Transduction Components, and, Viruses, and any peptide, protein or antibody molecules that Licensor thereafter owns or controls and has the right to grant licenses in the Diagnostic Imaging Field after the Effective Date for so long as Licensee maintains the exclusive license to the Licensor Technology in the Diagnostic Imaging Field, and any data, know-how, inventions and Patent Rights pertaining to such Licensor Leads. Licensor Leads shall not include any Collaboration Leads.
Collaboration Leads shall mean any peptide, protein or antibody molecule and the sequence contained therein and derivatives thereof, resulting from or pertaining to any Collaboration Project commenced during the Research Term and that exist at the time of termination of the Research Term and associated Patent Rights, other than Licensor Leads.
Licensee Leads shall mean any peptide, protein or antibody molecule and the sequence contained therein and derivatives thereof discovered by Licensee after the Research Term using any of the Licensor Technology or Licensor Improvements and associated Patent Rights.
Collaboration Results shall mean any Collaboration Leads and other materials, information, data, and know-how, whether or not patentable, that result from any Collaboration Project that is useful by Licensee in the Collaboration Field or by Licensor in all fields except the Collaboration Field, and any Patent Rights covering inventions resulting from such Collaboration Project, excluding Licensor Technology and Licensor Improvements and Barriers Carrier and Licensee Improvements.
Licensed Product shall mean any product that consists of, includes or was derived from any Licensor Lead, Collaboration Lead or Licensee Lead for which Formal Development has commenced or which arose out of a Collaboration Project.
Diagnostic Imaging Field shall mean any in vivo use in medical imaging, including radiopharmaceutical, ultrasound, MRI and X-ray and light imaging.
Licensee possesses intellectual property, technology and expertise relating to the research, development and commercialization of diagnostic imaging products and radiopharmaceuticals.
IPSCIO Record ID: 531
'LICENSED INTERMEDIATE' shall mean any fusion protein (including without limitation any chimeric binding protein), genetic package (including without limitation any virus, spore or cell) or other intermediate compound, or any compound derived from any of the foregoing, that is (i) discovered, made or developed by Licensee using a method covered by Patent Rights or (ii) is otherwise covered by Patent Rights.
Licensed Product shall mean any product intended for sale to an End User as an In Vitro diagnostic or research reagent, and sold in the form of an immunoassay kit or vial containing one or more antibodies as a binding moiety that is discovered, made or developed, whether by Licensee, its Affiliates or any Third Party Transferee, using a Licensed Intermediate or a method covered by Patent Rights.
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: 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: 239158
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, an exclusive license, with the right to sublicense, under the Licensor Patent Rights, Licensor KnowHow 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, Licensor 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 andDrug Products in the Commercialization Field.
The Cre-Lox Patents means United States patent number 4,959,317, any foreign counterpart patents and patent applications.
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.
A protein that is extruded from inside the cell through the cell membrane is referred to as a 'secreted protein.' These proteins contain a signal sequence that guides them from interior of the cell through the cell membrane and into the general circulation. Many secreted proteins, such as cytokines and hormones, are of therapeutic importance and have been commercialized by other companies to be very successful therapeutic agents.
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: 290396
For the Research Licence, Licensor agrees to grant a worldwide, non-exclusive license, with the right to grant and authorize sublicenses, under the Licensor Licensed IP, under Licensors Sole Collaboration IP, and under other Collaboration IP and the Yale Licensed IP to the extent exclusively licensed to Licensor, during the Research Term, to perform its obligations and carry out any tasks or activities pursuant to the Research Plan, including the right to practice any methods or processes.
For the Collaboration Reagents and Collaboration Assays, Licensor agrees to grant a worldwide, non-exclusive license, under Licensors Sole Collaboration IP, under any other Collaboration IP to the extent licensed exclusively to Licensor by Licensee under this Agreement, and under Yale Licensed IP to the extent licensed exclusively to Licensor by Licensee under this Agreement to make and use Collaboration Reagents and Collaboration Assays, solely for purposes of Licensee internal research, including screening, but only to the extent such research is not directed to any Collaboration Targets, or, not done in collaboration with a Third Party, and to research, develop, make, and have made, use, sell, offer for sale and import any Licensee Reagent Products that result from activities within the license, subject to Licensors right to negotiate.
For the Screening License, Licensor agrees to grant a worldwide, non-exclusive license, under the Yale Patents to the extent exclusively licensed to Licensor, to screen Small Molecule Compounds against the Collaboration Targets.
Licensor Screening Product means any human therapeutic or prophylactic product that comprises or incorporates any Small Molecule Compound and that is identified or developed by or on behalf of Licensor, where the methods or materials used for so identifying or developing that Small Molecule Compound are Covered by a Valid Claim of a Yale Patent and is not a Licensed Product.
Collaboration Reagent means any hybridomas, antibodies, including rodent, phage, or rabbit, but not humanized antibodies or human antibodies generated by means other than phage, and other non-antibody reagents that are created or made by or on behalf of a Party, or the Parties jointly, during the Research Term pursuant to the Research Plan, excluding; Collaboration Assays; any Licensed Products; and cell lines to the extent useful for producing Licensed Products.
Licensee is a drug discovery company that has expertise and proprietary technology relating to the Notch signaling pathway.
IPSCIO Record ID: 324663
For Research, Licensor grants a non-exclusive, worldwide license, with the right to sublicense to its Affiliates, but without the right to sublicense to Third Parties except with prior written consent of Licensor, under any Licensor Know-How and Patents solely (A) to perform the research tasks assigned, and (B) to perform research, during the first six months after the end of the Initial Research Term, upon mammalian orthologues of certain Model System Targets.
For Licensee Selected Targets, Licensor grants an exclusive, worldwide, royalty-bearing license, with the right to sublicense, 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 Licensee 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, with the right to sublicense, 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.
For Lead Compounds/Back-Up Compounds, Licensor grants a worldwide license, with the right to sublicense, under any Licensor Know-How and Patents during the term of this Amended and Restated 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, Licensee 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 Licensee 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, royalty-bearing license, with the right to sublicense, 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 (i) Licensee Product or (ii) 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. Such license for a particular Pharmacogenomic Product shall be sublicensable solely (x) together with a sublicense under with respect to a related Licensee Product or (y) by Licensee or its sublicensee, for the purpose of developing or commercializing a Pharmacogenomic Product for use in conjunction with a related Licensee Product that Licensee or its sublicensee is developing or commercializing.
For Negative Screening Using Licensor Targets, Licensor grants to a non-exclusive, worldwide, license under any Licensor 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 Licensor Selected Target.
For 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, with the right to sublicense, under the Licensor Know-How and Patents to use for all purposes, all improvements to the validation protocols and reagents licensed by Licensor that incorporate or contain any of such validation protocols and reagents licensed by Licensee.
For Target Inventions
– Subject to the terms of this Amended and Restated Agreement, 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, and,
– Subject to the terms of this Amended and Restated Agreement, Licensor grants a worldwide license, under the Target Inventions invented jointly by Licensee and Licensor 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.
For the Option for Non-exclusive License, Subject to the terms of this Amended and Restated Agreement, Licensor grants an option to receive a non-exclusive, worldwide license, with the right to sublicense, under the Licensor Know-How and Patents covering the composition, manufacture, or use of one or more Licensee Selected Targets
(A) to perform research in a defined field outside the Research Field upon each such Licensee Selected Target, including using such Licensee Selected Target to search for Collaboration Compounds with activity outside the Development Field,
(B) to develop, and make or have made, for use in a defined .field outside the Development Field, Licensee Products comprising or incorporating Collaboration Compounds, and
(C) to make, have made, use, import, sell, offer to sell and have sold such Licensee Products.
Genetic Screen means a systematic analysis, for the purpose of Model System Target identification, of the functions of a Genetic Entry Point and of other genes or gene products in the same or related pathway, such analysis involving
(a) in vivo or in vitro alteration (via mutation or introduction of inhibitory molecules such as small molecules, antibodies, antisense molecules, or peptides) of such Genetic Entry Point or its encoded product, such alteration having an assayable phenotype or activity,
(b) isolation of mutations, genes or gene products that modify the phenotype or activity of the altered Genetic Entry Point,
(c) characterization of the modifying mutations, genes or gene products, and
(d) cell based assays or phenotypic assays that look directly at biological processes in oncology.
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 (ape).
The Development Field means the treatment or prophylaxis of any type of human cancer.
The Parties desire to establish 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.
IPSCIO Record ID: 211894
In order to establish co-exclusivity, Licensor shall not grant, during the Term, more than three other co-exclusive licenses to the Licensed Patent Rights in the Field with the scope of Other Diagnostic Licenses, or the Other Diagnostic Licensees.
Licensee shall have the right to grant sublicenses.
The Platform Technologies shall mean any technology for qualitative and/or quantitative detection or quantification of nucleic acids and genotyping used in the performance of a Licensed Service or offered as part of a Licensed Product, including, without limitation, RNA extraction and/or PCR technologies, including, without limitation, realtime based, microarray technologies, or any current or future technology providing substantially similar results.by any means.
Patents filed are for Small expressed RNA molecules (MicroRNA molecules).
Analyte Specific Reagents or ASRs shall mean antibodies, both polyclonal and monoclonal, specific receptor proteins, ligands, nucleic acid sequences, and similar reagents which, through specific binding or chemical reaction with substances in a specimen, are intended for use in a diagnostic application for identification and quantification of an individual chemical substance or ligand in biological specimens. ASRs that otherwise fall within this definition shall not fall within this definition when they are sold to in vitro diagnostic manufacturers for the purpose of manufacturing in vitro diagnostic products, or organizations that use the reagents to make tests for purposes other than providing diagnostic information to patients and practitioners, e.g., forensic, academic, research, and other non-clinical laboratories.
The licensed microRNAs sequences will be added to Licensee microRNA database, providing the company with additional biomarker candidates for its diagnostic development programs. Under the terms of the agreement, Licensee will be able to use these microRNAs to advance multiple research and development programs targeting new microRNA-based diagnostic tools for a variety of diseases.
IPSCIO Record ID: 121121
The parties desire to establish a technology sharing program that relates to its high throughput lead optimization technology, and Licensor will transfer to Licensee its proprietary technology that relates to genetics and molecular biology in C. elegans and Drosophila.
Licensor grants a limited, non-exclusive, non-transferable, worldwide, perpetual license to use and practice the Licensors Core Technology, Core Technology Patents, and any Improvement Inventions made solely by Licensor to the Licensees Core Technology solely for its own internal research and discovery efforts in the Field.
Licensor grants a limited, non-exclusive, non-transferable, world-wide, perpetual license to use, adapt, reproduce, modify, localize, and create derivative works of the FlyTag Database, provided that all such uses of the FlyTag Database are solely for Licensees internal or collaborative research purposes, are used in the same manner, and subject to the same terms and conditions, as apply to the FlyTag Database Research Results.
For Research Results, Licensor grants an exclusive, worldwide, royalty-bearing license to use Research Results pertaining to Selected Targets, Product Targets, Mammalian Targets and Pursued Disclosed Targets for research and drug discovery and development in the Field, and to research, develop, import, use, sell, offer for sell, and commercialize Collaboration Compounds, Licensed Products and New Indications in the Field.
For Target Patents, Licensor grants a non-exclusive, worldwide, royalty-bearing license under any Patents that are Controlled by Licensor or its Affiliates and claim any of the Research Results and/or any Selected Targets, Pursued Disclosed Targets or Mammalian Targets, solely to discover, research and develop Collaboration Compounds, Licensed Products, and New Indications in the Field, and to research, develop, import, use, sell, offer for sell, and commercialize Licensed Products and New Indications in the Field.
For Novel Target Patents, Licensor grants an exclusive, worldwide, royalty-bearing license under any and all Novel Target Patents that, but for the license granted hereunder, would be infringed by the manufacture, use or sale of Gene Products and other Biotherapeutics, solely to discover, research, develop, import, use, sell, offer for sell, and commercialize Gene Products and Biotherapeutic Products.
A Novel Target means a mammalian orthologue of a Selected Target, which orthologue was identified by or on behalf of Licensor pursuant to work conducted under the Mode of Action Program.
An Unlinked Related Target means a Related Target that, at the time of identification of such target by Licensee or Licensor, is not Known to be a target for drug discovery.
A Biotherapeutic Product means any therapeutic or prophylactic product for treatment or prevention of diseases or conditions in humans that comprises or incorporates an antibody against a Mammalian Target, or an antisense compound based upon a Mammalian Target sequence, or a gene therapy product based upon the sequence of a Mammalian Target.
A Diagnostic Product means a product that facilitates identification of patients having a particular disease or having a predisposition to a particular disease, and/or monitors the prognosis or progression of a disease in a patient, by the detection of either sequence differences in different alleles of a Mammalian Target, or the presence or absence of a certain Mammalian Target, or the presence or absence of the protein product of a certain Mammalian Target.
A Gene Product means any therapeutic or prophylactic product for treatment of humans that comprises or incorporates the gene product of a Mammalian Target or a mutein or fusion protein based thereon.
A Pharmacogenomic Product means a product that is primarily used to select between two or more therapeutic or prophylactic regimens for a human, wherein at least one such therapeutic or prophylactic regimen involves a compound that could be used to treat and/or prevent a disease, and where the selected regimen is judged based on the use of the pharmacogenomic product to be of most likely benefit and/or to do the least harm to a patient, and provided that such selection is made based on the genotype of such human at certain genetic loci (including by detection of certain protein products indicative of the necessary genotype) as determined by use of such product to detect either sequence differences in different alleles of a Mammalian Target, or the presence or absence of a certain Mammalian Target, or the presence or absence of the protein product of a certain Mammalian Target.
The FlyTag Database means the sequence data within the database maintained by Licensor under the name FlyTag as of the Effective Date in the form previously released by Licensor to a contractual partner
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: 332228
(a) an Initial License Allocation of up to (31) Product Licenses for Therapeutic Antibody Products and/or Diagnostic Antibody Products shall be available from the Commencement Date;
(b) an Additional License Allocation of up to (75) Product Licenses for Therapeutic Antibody Products and Diagnostic Antibody Products shall be available from the Commencement Date;
(c) (35) Diagnostic Collaboration Licenses for Diagnostic Antibody Products shall be available from the Commencement Date; and
(d) (30) Additional Diagnostic Licenses for Diagnostic Antibody Products shall be available
from the Commencement Date.
Licensor grants the option for Licensee to obtain the (20) Product Licenses for both Therapeutic Antibody Products and Diagnostic Antibody Products, which may be exercised by Licensee only on a cumulative basis in accordance with the following schedule
(a) seven (7) Product Licenses on or before 31 December 2003;
(b) four (4) additional Product Licenses on or before 31 December 2004;
(c) three (3) additional Product Licenses on or before 31 December 2005;
(d) six ( 6) additional Product Licenses on or before 31 December 2006.
In addition to the options for Product Licenses granted, Licensor grants the option for a total of an additional seventy five (75) Product Licenses for both Diagnostic Antibody Products and Therapeutic Antibody Products to be granted to Licensee; provided that if any option for a Product License has not been exercised and granted to Licensee on or before 31 December 2017, then the option for such Product License will lapse irrevocably.
In addition to the options for Product Licenses granted, Licensor grants to the option for a total of an additional thirty-five (35) Product Licenses for Diagnostic Antibody Products developed by Licensee under the Specified Diagnostic Agreements (the Diagnostic Collaboration Licenses); provided that if any option for a Diagnostic Collaboration License has not been exercised by Licensee on or before 31 December 2017, then the option for such Product License will lapse irrevocably.
In addition to the options for Product Licenses granted, Licensor grants to the option for a total of an additional thirty (30), Product Licenses for Diagnostic Antibody Products (the Additional Diagnostic Licenses); provided that if any option for an Additional Diagnostic Licenses has not been exercised by Licensee on or before 31 December 2017, then the option for such Product Licenses will lapse irrevocably.
Prior to the commencement of human trials for a Product, and provided that Licensee obtains a Product License for such Product prior to commencing human trials for such Product, Licensor grants, a non-exclusive, royalty free license in the Territory during the term of this Agreement to use the Licensor Antibody Phage Display Patents and Know-How for the purposes of carrying out research and development activities in relation to identifying Licensor Licensable Antibodies or potential Products.
For the Grant of Product License by Licensor, Licensor agrees grants a non-exclusive, license, with the right to sublicense, under the Licensor Antibody Phage Display Patents and Licensor Know-How to Exploit Products against such Nominated Target in the Territory.
For the Grant of Other Licenses, Licensor grants with effect from 3 January 2003 to Licensee a non-exclusive license in the Territory, with the right to sublicense, under the Licensor Antibody Phage Display Patents and Know-How for any purpose not already covered by the provisions of this Agreement (Other Purposes) including to Exploit any product, other than a Therapeutic Antibody Product, Diagnostic Antibody Product
or Research Product, whose development, manufacture, use or sale would, absent the license hereunder, infringe Valid Claims of the Licensor Antibody Phage Display Patents or utilize the Licensor Know-How (Other Product).
This agreement includes an exclusive option grant from Licensee to Licensor.
Product means a Diagnostic Antibody Product or a Therapeutic Antibody Product.
Licensed Product means any product intended for sale to an End User as a human or non-human therapeutic or in vitro diagnostic or research reagent ( and in the case of a diagnostic or research reagent contains one or more antibodies as a binding moiety) that prior to or after December 31, 1997 (the effective date of the Original Agreements) is discovered, made or developed, whether by Licensor, its Affiliates or any Commercial Party, using a Licensed Intermediate or a method covered in whole or in part by the Licensee Patent Rights.
IPSCIO Record ID: 273468
RNA Amplification Technology
Licensor hereby grants to Licensee a worldwide, non-transferable (except as provided in Section 14.6), royalty-bearing, non-sublicensable, non-exclusive license under (i) the Licensor Background Technology directed to RNA Amplification and (ii) the RNA Amplification Technology, in each case, to practice and use the subject matter within the foregoing to research, develop, make, have made, import, use, offer for sale, and sell products for use in the Licensee Database Field of Use, Diagnostic Field of Use, Homebrew Field of Use, and Personal Research Field of Use.
Paraffin Extraction Technology
Licensor hereby grants to Licensee a worldwide, non-transferable (except as provided in Section 14.6), royalty-free, fully paid-up, non-sublicensable, non-exclusive license under Licensor’s Background Technology directed to Paraffin Extraction to practice and use the subject matter within the foregoing to research, develop, make, have made, import, use, offer for sale, and sell products for use in the Licensee Database Field of Use, Diagnostic Field of Use, Homebrew Field of Use, and Personal Research Field of Use.
Research License
Licensor hereby grants to Licensee a worldwide, non-transferable (except at provided in Section 14.6), royalty-free, fully paid-up, non-sublicensable, non-exclusive license under the Licensor Background Technology and the Program Technology owned by Licensor to practice and use the subject matter within the Licensor Background Technology and the Program Technology to conduct internal research.
Development License
Licensor hereby grants to Licensee a worldwide, non-sublicenseable, royalty-free, fully paid-up, non-exclusive license under the Licensor Background Technology and the Program Technology owned by Licensor to practice and use the subject matter within the Licensor Background Technology and Program Technology to conduct its activities under the Development Program.
Licensee hereby grants to Licensor a worldwide, non-sublicenseable, royalty-free, fully paid-up, non-exclusive license under the Program Technology owned by Licensee to practice and use the subject matter within the Program Technology to conduct its activities under the Development Program.
Commercialization Licenses
Licensee hereby grants to Licensor a worldwide, non-transferable (except as provided in Section 14.6), royalty-free, fully paid-up, non-sublicensable, non-exclusive license under the Paraffin Extraction Technology to research, develop, make, have made, import, use, offer for sale, and sell products for use in the Licensor Field and to conduct internal research.
Improvement
Licensee hereby grants to Licensor a worldwide, perpetual, irrevocable, fully paid up, royalty-free, non-transferable (except as provided in Section 14.6), non-exclusive license, under the Improvements Controlled by Licensee to practice and use the subject matter within such Improvements to research, develop, make, have made, import, use, offer for sale, and sell products, in each case, for use in the Licensor Field.
Licensor hereby grants to Licensee a worldwide, perpetual, irrevocable, fully paid up, royalty-free, non-transferable (except as provided in Section 14.6), non-exclusive license under the Improvements Controlled by Licensor to practice and use the subject matter within such Improvements to research, develop, make, have made, import, use, offer for sale, and sell products, in each case, for use in the Licensee Database Field of Use, Diagnostic Field of Use, Homebrew Field of Use, and Personal Research Field of Use.
Paraffin Extraction shall mean the recovery and extraction of native nucleic acids, polypeptides, peptides and/or proteins from tissues embedded in paraffin.
RNA Amplification Technology shall mean all Program Technology relating to the selective amplification, labeling or conjugation of RNA segments in a close to linear fashion. RNA Amplification shall mean the selective amplification, labeling or conjugation of RNA segments in a close to linear fashion.
Products shall mean Licensee Database Products, Personalized Research Products, Homebrew Products and/or Diagnostic Products.
Diagnostic Product(s) shall mean an assay provided as a product or service performed on a human tissue or other human biological sample containing nucleic acids or proteins that are collectively intended to establish or identify an association between the presence or absence of such nucleic acids or proteins and
(a) diagnosis of the presence of, or absence of, a specific disease(s), state(s) or condition(s) in humans;
(b) predisposition to the presence of, or absence of, a specific disease(s), state(s) or condition(s) in humans;
(c) response or lack of response to disease therapy(ies) in humans or preventative strategies in humans;
(d) prediction of the disease course in humans, and or other changes in state(s) or condition(s) in humans over time;
(e) clinical traits in humans for which a medical professional should be consulted; or variation(s) in specific trait(s) and/or characteristics among individuals;
(f) variation(s) in specific trait(s) and/or characteristics among individuals; and/or
(g) predisposition to development of toxicities to disease therapies or preventative strategies in humans.
the results of which are provided to payors, providers or patients, and for which FDA approval (or comparable regulatory agency in other jurisdictions) is required. Diagnostic Products exclude Homebrew Products, Personalized Research Products and Licensee Database Products.
Homebrew Product(s) shall mean a Single Analyte Assay(s) provided as a product or a service performed by a service provider that would constitute a Diagnostic Product with the sole exception that it is provided prior to receipt of approval by the FDA or comparable regulatory agency in any jurisdiction outside of the United States. Homebrew Products exclude Diagnostic Products, Personalized Research Products and Licensee Database Products. For purposes of the foregoing, “Single-Analyte Assays†shall mean a assay designed for testing or measuring only a single analyte.
Personal Research Products shall mean shall mean a Multi-Analyte Assay(s) provided as a product or a service containing nucleic acids or proteins that are collectively intended to establish or identify an association between the presence or absence of such nucleic acids or proteins and
(a) diagnosis of the presence of, or absence of, a specific disease(s), state(s) or condition(s) in humans;
(b) predisposition to the presence of, or absence of, a specific disease(s), state(s) or condition(s) in humans;
(c) response or lack of response to disease therapy(ies) in humans or preventative strategies in humans;
(d) prediction of the disease course in humans, and or other changes in state(s) or condition(s) in humans over time;
(e) clinical traits in humans for which a medical professional should be consulted;
(f) variation(s) in specific trait(s) and/or characteristics among individuals; and/or
(g) predisposition to development of toxicities to disease therapies or preventative strategies in humans.
Such an assay will be considered a “Personalized Research Product†only where the results are provided directly to the tested individual and/or to the tested individual’s health care provider, and where the approval by the FDA or comparable regulatory agency in any jurisdiction outside of the United States is not required. “Personalized Research Products†exclude Homebrew Products, Diagnostic Products and Licensee Database Products. For purposes of the foregoing, “Multi-Analyte Assay(s)†shall mean an assay designed for testing or measuring more than a single analyte.
Licensee Database Products shall mean a collection of information derived from or by testing a person or persons in the Diagnostic Field of Use, Homebrew Field of Use or the Personalized Research Field of Use. Licensee Database Products exclude Diagnostic Products, Homebrew Products, and Personalized Research Products.
Licensor Background Technology shall mean the Intellectual Property that Licensor Controls as of the Effective Date and during the Development Program which is necessary for the conduct of the Development Program and the exploitation of the Program Technology and/or the Improvements, and which is directed to (a) the recovery and extraction of native nucleic acids, polypeptides, peptides and/or proteins from tissues embedded in paraffin for use in the research, development and commercialization of assays, including without limitation microarrays (“Paraffin Extractionâ€); or (b) the selective amplification, labeling or conjugation of RNA segments in a close to linear fashion (“RNA Amplificationâ€). Licensor Background Technology shall exclude those patents licensed to Licensee under the Patent License Agreement.
Program Technology shall mean all Intellectual Property created by Licensor or Licnesee after the Effective Date and during the Development Period (i) in the course of performing the Development Program, or (ii) using Confidential Information provided by the other Party to the inventing Party in connection with the Development Program.
Intellectual Property shall mean trade secrets, Patents, copyrights, Know-How, and similar rights of any type under the laws of any governmental authority, domestic or foreign, including all applications and registrations relating to any of the foregoing.
Homebrew Field of Use shall mean the research, development, manufacture, importation, use and/or sale of Homebrew Product(s). The Homebrew Field of Use excludes the Diagnostic Field of Use, the Internal Research Field of Use and the Personalized Research Field of Use.
Personal Research Field of Use shall mean the research, development, manufacture, importation, use and/or sale of Personalized Research Product(s). The Personalized Research Field of Use excludes the Diagnostic Field of Use, the Homebrew Field of Use, and the Licensor Field of Use.
Licensee Database Field of Use shall mean the research, development, manufacture, importation, use and/or sale of Licensee Database Product(s) to end users.
Licensor Field shall mean all internal research and development applications of Paraffin Extraction Technology or Improvements, including the use of such technology to develop therapeutic products and the use of such technology in connection with the commercialization of research tools, such as databases, use of a biochemical test for detecting and/or quantifying a specific nucleic acid target sequence within a nucleic acid mixture which is designed and intended “For Research Use Only†or “For Investigational Use Only†or as a general purpose laboratory reagent. For the avoidance of doubt, the Licensor Field shall exclude any, Diagnostic Field of Use, Homebrew Field of Use, and Personal Research Field of Use.
The Collaborative Agreement pertains to certain of Licensor’s patent rights and know-how regarding cloning, DNA sequencing, and data analysis technologies.
Under the Patent License Agreement, Licensee licenses various classes of patents from Licensor pertaining to the manipulation of genes, the detection of pathological conditions, comparative gene analysis, methods for fabricating tests of biological samples and the use proteins as markers for cancers.
IPSCIO Record ID: 324837
The patents are Totally Synthetic Affinity Reagents Fowlkes/Kay and Totally Synthetic Affinity Reagents Fowlkes/Kay-CON.
TSAR Technology, based on or resulting from data developed in the laboratories of Dr. Dana Fowlkes and Dr. Brian Kay, shall also mean and collectively include the identification, production, manufacture and/or utilization of (a) TSARs which includes any proteins, polypeptides and/or peptides, having specific binding affinity for any of a wide variety of ligands or portions thereof, said ligands, including but not limited to a chemical group, an ion, a metal, a synthetic organic compound, a bioorganic compound, an inorganic compound, a protein or peptide, a nucleic acid, a carbohydrate, a lipid, a fatty acid, a viral particle, a membrane vesicle, a cell wall component, or any portion of any of the above, identified by a process encompassing screening a library of vectors expressing a plurality of semi-random or random oligonucleotide sequences to identify those encoding a protein, polypeptide or peptide having specificity for a ligand of choice; (b) nucleotide sequences encoding TSARs; (c) vectors and/or libraries of vectors containing nucleotide sequences encoding TSARs; and (d) transformed cells containing the vectors encoding TSARs. The TSARs shall include both (a) unifunctional proteins, polypeptides and/or peptides having a binding domain with affinity for a ligand; and (b) heterofunctional proteins, polypeptides and/or peptides having a binding domain with affinity for a ligand and one or more biologically or chemically active effector domains, in which the binding domain and the effector domain can optionally be joined by a linker domain which is either stable or susceptible to cleavage.
Research on TSARs/SynGenes to date has focused on (i) product development in the oncology area in conjunction with Licensee's future product development programs and (ii) additional areas of basic research which, if successful, may become the foundation for products outside of oncology and for out-licensing opportunities based on this technology.
Licensed Field shall mean all purposes of Licensed Products including, without limitation, therapeutic and diagnostic uses .
Licensee has exercised its right under the aforementioned Option Agreement to acquire an exclusive license to commercialize the TSAR Technology for the ultimate benefit of the public.
IPSCIO Record ID: 237231
For the Gene Target License, with respect to each Gene Target for which Licensee has paid the appropriate fee
(a) Licensor grants 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 develop, make, have made, use, import, offer for sale and sell such Gene Target in the Field of Use; and (b) If Licensee has requested rights to such Gene Target in the Protein Product 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 the Protein Product Field of Use, Licensor grants 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 the Protein Product Field of Use.
For the Option Right of First Negotiation, with respect to each Gene Target for which Licensee has paid the fee and Patent Rights and other proprietary rights have been exclusively licensed to Licensee, Licensor grants an exclusive right of first negotiation to obtain an exclusive, worldwide license, with the right to sublicense, under the Patent Rights and Gene Target Know-How Controlled by, if any, to develop, make, have made, use, import. offer for sale and sell such Gene Target as a Nucleic Acid Product or Diagnostic Product for all indications other than Heart failure, Skeletal muscle atrophy, and, Osteoarthritis.
Therapeutic Product shall mean any product for the prevention or treatment of any disease or disorder, in any dosage form or formulation by any route of administration, which product is or comprises a molecule, compound or other agent, regardless of its function or utility, which is discovered or whose utility is discovered utilizing, in whole or in part a Gene Target, whether or not in the course of the Research Program, or, a protein or peptide encoded by the full, partial or mutated RNA or DNA sequence corresponding to a Gene Target RNA or DNA sequence, which protein or peptide has been substantially modified, and in each case excluding any Nucleic Acid Diagnostic Product or Protein Product.
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: 249076
For the DCVax-Prostate Product, Licensor grants an exclusive, worldwide, license, with a right to sublicense, to Licensee under the Designated Target IP that relates to PSMA, to research, develop, manufacture, have manufactured, use, sell, offer for sale, import and otherwise commercialize the DCVax-Prostate Product.
For the PSMA Related Diagnostic Products, Licensor grants an exclusive, worldwide, irrevocable, perpetual, license, with a right to sublicense, to Licensee under the Designated Target IP that relates to, or is necessary to Exploit, Flt-4, to research, develop, manufacture, have manufactured, use, sell, offer for sale, import and otherwise commercialize Licensee Diagnostic Products for the in vitro or in vivo diagnosis of cancer, screening, monitoring, or selection of patients for specific treatment modalities, or for determining the dose of a therapeutic product the Licensee Flt-4 Diagnostic Field, each such Licensee Diagnostic Product, a Licensee Flt-4 Diagnostic Product, and Non-Antibody Products for the in vitro or in vivo diagnosis and treatment of cancer, and Licensor reserves for itself solely the right to research, develop, manufacture, have manufactured, use, sell, offer for sale, import or otherwise commercialize any Reserved Dovetailing Product provided, however, Licensor shall not promote Reserved Dovetailing Products for use in the Northwest Flt-4 Diagnostic Field, including providing written or other materials relating to use of the Reserved Dovetailing Products in the Licensee Flt-4 Diagnostic Field.
For the HuMAb® Licenses, Licensor grants the right to obtain from Licensor five (5) licenses under the HuMAb® Technology to develop, make, have made, use, sell, offer for sale and import on a worldwide basis selected antibody-based products directed against biological targets, each a Licensee Target, on the terms set forth to this Agreement, used by Licensor in its standard cash-and-carry agreements.
Flt-4 shall mean the gene that is associated with Genbank Accession No, XP 003852 and allelic polymorphisms associated with such genes.
PSMA shall mean prostate specific membrane antigen related to the gene described in Genbank Accession No. NP 004467 and allelic polymorphisms associated with such gene.
CXCR-4 Product shall mean any antibody product, including any Antibody Product, with a therapeutically meaningful binding affinity for CXCR-4.
DCVax-Prostate Product shall mean that version of Licensors proprietary product that was in Phase III clinical trials under IND number BB IND 8602.
Designated Target shall mean each of PSMA , Fucosyl GM-1 or Flt-4 .
IPSCIO Record ID: 289169
For Licensor Transplantation Field License, Licensor grants a worldwide, non-exclusive license, without the right to sublicense, under Licensor Licensed Patents to research, develop, make, have made, import, use, offer for sale and sell Licensor Licensed Products for use in the Transplantation Field.
For Licensor Future HGV Sequence Patent Rights, Licensor grants to a non-exclusive option to obtain one or more non-exclusive, worldwide licenses, or sublicenses, as the case may be, with a right to sublicense to Licensee Affiliates only, under the Licensor Future HGV Sequence Patent Rights, to make, have made, use, import, offer for sale and sell Licensor Licensed products.
Products means reagents, compositions or kits suitable for use in the Field or the Transplantation Field.
The patents include NANBV Diagnostics and Vaccines; Heteroduplex Tracking Assay for Gene Typing; and, Polynucleotide Probes Useful for Screening for HCV.
Both Parties currently own or control certain patent rights relating to the hepatitis C virus (HCV).
Field means the commercial use of human in vitro diagnostic products that detect nucleic acid sequences of HCV. Expressly excluded from the Field are products in Blood Screening; products specifically labeled or promoted for use in the Transplantation Field.
Transplantation Field means the commercial use of products that detect nucleic acid sequences for the screening of any biological materials intended for transfusion or transplantation, in each case from any donor, including autologous donors, other than the transfusion or transplantation of blood or its derivatives, components or replacements.
