Royalty Report: Drugs, Disease, Therapeutic – Collection: 239026

$150.00

Curated Royalty Rate Report
Category: Technology Licenses, Created On: 2022-04-28, Record Count: 20

Description

This collection of transactions and supporting information was developed using our AI algorithm to curate similar royalty reports into a cohesive collection to support your licensing, transfer pricing or other transaction scenarios where documented royalty rates and/or deal terms are important.
Category: Technology Licenses
Created On: 2022-04-28
Record Count: 20

Primary Industries

  • Drugs
  • Disease
  • Therapeutic
  • Drug Discovery
  • Diagnostic
  • Proteins
  • Alzheimer’s disease
  • Antibody
  • Pharmaceuticals
  • Central Nervous System
  • Data Management
  • Cancer

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: 239026

License Grant
For selected targets, Licensor grants to Licensee and its Affiliates, within the Territory, a non-exclusive right and license, without any right to sublicense, except as set forth below,  under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and a co-exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Program Intellectual Property to identify and validate Selected Targets, other than Selected Targets that have become Licensee Inactive Selected Targets, Licensor Inactive Selected Targets, Licensee Targets or Licensor Targets, for the identification, evaluation and optimization of Small Molecule Compounds that are active against such Selected Targets for use in the CNS Field,  identify Small Molecule Compounds that are active against such Selected Targets through the use of such Selected Targets and undertake preclinical research and evaluation of Program Compounds, in each case in the conduct of the Research Program.

For the Inactive Selective Targets, Licensor grants to Licensee and its Affiliates, within the Territory,  a non-exclusive right and license, without any right to sublicense, except as set forth below,  under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and an exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Program Intellectual Property to validate Licensee Inactive Selected Targets for the identification, evaluation and optimization of Small Molecule Compounds that are active against such Selected Targets for use in the CNS Field,  identify Small Molecule Compounds that are active against such Licensee Inactive Selected Targets through the use of such Licensee Inactive Selected Targets and undertake preclinical research and evaluation of Small Molecule Compounds that are active against such Licensee Inactive Selected Targets.

For the Licensee targets, Licensor grants to Licensee and its Affiliates, within the Territory,  a non-exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and an exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Program Intellectual Property to identify Small Molecule Compounds that are active against Licensee Targets through the use of such Licensee Targets and undertake preclinical research and evaluation of Small Molecule Compounds that are active against such Licensee Targets.

For the Grants of Development and Commercialization Licenses, Licensor grants to Licensee and its Affiliates, within the Territory, an exclusive right and license, with the right to sublicense, under Licensors rights in the Program Intellectual Property to develop, make, have made, import, use, have used, offer for sale, sell and have sold Licensee Development Compounds and Licensee Products.

License Property
Licensor is engaged in the identification and validation of targets for use in the discovery of compounds potentially useful to prevent or treat diseases and conditions of the central nervous system.

Small Molecule Compound means a chemical compound having a molecular weight of less than 1,000 Daltons, as well as conjugates of such chemical compounds to larger molecules to improve the delivery bioavailability and/or pharmacokinetic properties of such chemical compound.

Licensors Product means a pharmaceutical product containing a Licensor Development Compound as an active ingredient.

Selected Target means any Target that is selected for research by the Joint Management Committee.

Field of Use
Both Parties are each in the business of discovering, developing and commercializing pharmaceutical products.

CNS Field means the prevention, palliation, control or treatment in humans of depression, schizophrenia, bipolar disease, dementia, anxiety, attention deficit hyperactivity disorder, anorexia nervosa and other affective disorders, Alzheimers disease and other cognitive disorders, Parkinsons disease, amyotrophic lateral sclerosis and other neurodegenerative disorders, pain, epilepsy, insomnia, narcolepsy and other sleep disorders, substance abuse and migraine.

IPSCIO Record ID: 239605

License Grant
For grant of research license, for Selected Targets, Licensor grants to Licensee and its Affiliates, within the Territory,  a non-exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and a co-exclusive right and license,without any right to sublicense, except as set forth below, under Licensor s rights in the Program Intellectual Property to identify and validate Selected Targets, other than Selected Targets that have become Licensor Inactive Selected Targets, Licensee Inactive Selected Targets, Licensor Targets or Licensee Targets, for the identification, evaluation and optimization of Small Molecule Compounds that are active against such Selected Targets for use in the CNS Field,  identify Small Molecule Compounds that are active against such Selected Targets through the use of such Selected Targets and undertake preclinical research and evaluation of Program Compounds, in each case in the conduct of the Research Program.

For Licensee Inactive Selected Targets,  Licensor hereby grants to Licensee and its Affiliates, within the Territory, a non-exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and an exclusive right and license (without any right to sublicense, except as set forth below) under Licensors rights in the Program Intellectual Property to validate Licensee Inactive Selected Targets for the identification, evaluation and optimization of Small Molecule Compounds that are active against such Selected Targets for use in the CNS Field, identify Small Molecule Compounds that are active against such Licensee Inactive Selected Targets through the use of such Licensee Inactive Selected Targets and undertake preclinical research and evaluation of Small Molecule Compounds that are active against such Licensee Inactive Selected Targets.

For the Licensee Targets, Licensor grants to Licensee and its Affiliates, within the Territory,  a non-exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and an exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Program Intellectual Property to identify Small Molecule Compounds that are active against Licensee Targets through the use of such Licensee Targets and undertake preclinical research and evaluation of Small Molecule Compounds that are active against such Licensee Targets.

For the Grants of Development and Commercialization Licenses. Licensor grants to Licensee and its Affiliates, within the Territory, an exclusive right and license, with the right to sublicense, under Licensors rights in the Program Intellectual Property to develop, make, have made, import, use, have used, offer for sale, sell and have sold Licensee Development Compounds and Licensee Products.

License Property
Small Molecule Compound means a chemical compound having a molecular weight of less than 1,000 Daltons, as well as conjugates of such chemical compounds to larger molecules to improve the delivery bioavailability and/or pharmacokinetic properties of such chemical compound.

Licensors Product means a pharmaceutical product containing a Licensor Development Compound as an active ingredient.

Selected Target means any Target that is selected for research by the Joint Management Committee.

Field of Use
Both Parties are each in the business of discovering, developing and commercializing pharmaceutical products.

CNS Field means the prevention, palliation, control or treatment in humans of depression, schizophrenia, bipolar disease, dementia, anxiety, attention deficit hyperactivity disorder, anorexia nervosa and other affective disorders, Alzheimers disease and other cognitive disorders, Parkinsons disease, amyotrophic lateral sclerosis and other neurodegenerative disorders, pain, epilepsy, insomnia, narcolepsy and other sleep disorders, substance abuse and migraine.

IPSCIO Record ID: 28185

License Grant
During the Research Program Term, Licensor grants to Licensee and its Affiliates, within the Territory, a non-exclusive right and license under Lexicon’s rights in the Lexicon Background Materials and the Lexicon Background Technology and a co-exclusive right and license under the Licensor's rights in the Program Intellectual Property to identify and validate Selected Targets  for the identification, evaluation and optimization of Small Molecule Compounds that are active against such Selected Targets for use in the CNS Field, identify Small Molecule Compounds that are active against such Selected Targets through the use of such Selected Targets and undertake preclinical research and evaluation of Program Compounds, in each case in the conduct of the Research Program. Such right and license shall include the right to grant sublicenses to Third Parties that are approved by the Joint Management Committee.
License Property
The Licensor is invested in the discovery of compounds potentially useful to prevent or treat diseases and conditions of the central nervous system.
Field of Use
The Licensee is in the business of discovering, developing and commercializing pharmaceutical products.

IPSCIO Record ID: 248094

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

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

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

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 240620

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

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

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

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

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 315858

License Grant
Licensor  hereby grants to Licensee and its Affiliates (a) an exclusive, royalty bearing license, under Licensor Program Know-How, Licensor Program Patent Rights and Licensor rights in Joint Program Know-How and Joint Program Patent Rights, to make, have made, import, use, have used, offer to sell, sell and have sold Small Molecule Products and Vaccine Products for use in the treatment of medical indications in the CNS Disorders Field within the Territory, (b) an exclusive royalty bearing license, under Licensor Program Know-How, Licensor Program Patent Rights and Licensor rights in Joint Program Know-How and Joint Program Patent Rights, to make, have made, import, use, have used, offer to sell, sell and have sold Modified Drugs for use in the treatment of medical indications in and outside of the CNS Disorders Field within the Territory, and (c) a non-exclusive, royalty bearing license, under Licensor Program Know-How and Licensor Program Patent Rights and Licensor rights in Joint Program Know-How and Joint Program Patent Rights, to make, have made, import, use, have used, offer to sell, sell and have sold Small Molecule Products and Vaccine Products for use in the treatment of medical indications outside of the CNS Disorders Field within the Territory.
License Property
Small Molecule Product means any product that is a Small Molecule that (a) is identified on the basis of its interaction with a Validated Target in a small molecule screening assay, or (b) is designed or developed using medicinal chemistry, SAR or combinatorial chemistry techniques to interact with a Validated Target. For purposes of clarity, any product that comprises a Protein wherein such product also qualifies as a Small Molecule Product shall be deemed to be a Small Molecule Product.

CNS means the human central nervous system.

Vaccine Product means a Vaccine that derives from a Validated Vaccine Candidate.

Validated Vaccine Candidate means a biological molecule that (a) is (i)  a Protein encoded by a Candidate Gene, (ii) another Protein, the identification or development of which is based upon the identification of a Candidate Gene, or (iii) a Gene Therapy Drug, the identification or development of which is based upon the identification of a Candidate Gene, and (b) is suitable for development as a Vaccine. The determination that such biological molecule has achieved the status of a Validated Vaccine Candidate shall be made in good faith by Vaccine Management Team on the basis of objective criteria to be set forth in the Research Program Plan with respect to such biological molecule.

Modified Drug means a compound, the identification of which is based upon another compound that (a) other than through the use of Licensor Program Know-How or Licensor Program Patent Rights, prior to or outside of the Licensor Research Program, is known to Licensee to have pharmacological properties of relevance to its development as a therapeutic product in the CNS Disorders Field, and (b) is modified by Licensee or Licensor through the use of Licensor Program Know-How or Licensor Program Patent Rights to prove its therapeutic properties (but not merely to characterize the compound) for use in the CNS Disorders Field.

License Program Patent Right(s) means a Patent Right that relates to Licensor Program Know-How.

Licensor Program Know-How means Know-How, exclusive of Joint Program Know-How, owned or controlled by Licensor which is reasonably necessary in order to discover Candidate Genes, Validated Targets and Validated Vaccine Candidates and to discover, develop, make, use, sell or seek approval to market Products for medical indications in the Core Field, and which (a) is in Licensor possession on the Effective Date, or (b) Licensor develops in the course of the Licensor Research Program, or (c) Licensor acquires in the course of the Licensor Research Program and to which Licensor has the right to grant licenses or sublicenses without violating the terms of any agreement or other arrangement with a third party, provided, however, that Licensor Program Know-How shall not include (i) generalized methods for conducting genomic research and characterizing the function of genes, including without limitation Licensor Rade Technology and other MTPT (as those terms are defined in the TPT Access and License Agreement), and (ii) phenotypic and genotypic information and biological samples relating to human materials acquired or otherwise accessed by Licensor and used in genetic analysis in the Licensor Research Program (other than such information and samples which Licensee participates in obtaining, including information and samples specifically obtained from the Licensee patient base).

Field of Use
The rights granted are used in the treatment of medical indications in and outside the CNS Disorders Field. CNS Disorders Field means the Core Field, the Reserve Field and the Expansion Field.

Core Field means the disorders set forth, as may be modified from time to time.
Psychosis including without limitation Schizophrenia and Drug-induced psychosis.
Affective Disorders including without limitation Bipolar (manic) depression, generalized (unipolar, major, common) depression hyperthymia/dysthymia, obsessive compulsive disorders, generalized anxiety, panic disorders, serotonin disorders syndrome, post-traumatic stress disorders, circadian rhythm disorders and pre-menstrual syndrome.

Expansion Field means the disorders set forth, as may be modified from time to time.
ALS, Childhood Autism, Conduct Disorders, Disorders of Vision, Hearing Loss, Hereditary Ataxias, Headache/Migraine, Hereditary Neuropathies, Huntingtons Disease, Learning Disorders, Chronic Fatique Syndrome, Pain, Parkinsons Disease and Sleep Disorders.

Reserve Field means the disorders set forth, as may be modified from time to time.
Dementias, Seizure Disorders, CNS Stroke/Trauma and Substance Abuse.

IPSCIO Record ID: 249765

License Grant
For the License to Licensed Products,  Licensor grants an exclusive, even as to Licensor, right and license in the Territory and within the Field under the Licensor Patent Rights and to use the Licensor Know-How to make, have made, use, distribute, promote, market, offer for sale, sell, import and export Licensed Products.

For License to Compounds, Licensor grants an exclusive, even as to Licensor, right and license in the Territory and within the Field under the Licensor Patent Rights and to use the Licensor Know-How to research, develop, make, have made, import, export and use the Selected Compounds, and Active Compounds, Improved Active Compounds and Preliminary Compounds of the same Chemotype as such Selected Compounds, Designated Compounds and Derivative Compounds, for research purposes and to develop Licensed Products.

This agreement also includes non-exclusive grants for research.

License Property
Licensor has certain technology and knowhow, including screening processes of libraries of mass-encoded small molecule compounds, relating to the identification, discovery, validation and optimization of novel compounds which may be useful for development of novel therapeutics employing targets implicated in a disease process.

Preliminary Compound means any Compound identified as having binding activity when tested against a Target pursuant to the Screening Program and which has Kd values of 10 micromolar or less (i.e., Kd ~ 1 OµM) or such other binding affinity threshold for a specific Target as shall be agreed upon by the parties in writing.

ALIS means the Automated Ligand Identification System, an automated, ultrahigh throughput ligand selection system proprietary to Licensor that is used to identify multiple classes of chemical ligands against a target protein.

OSCD means Quantisized Surface Complimentary Diversity, a model proprietary to Licensor, in terms of which discrete chemical compliments to the surfaces of a Target are defined.

Licensor Know-How means all proprietary information, data and know-how relating to the NeoMorph Screening Library, NeoMorph Focused Libraries, NeoMorph Chemistry, ALIS, QSCD, the Compounds, Active Compounds, approved Active Compounds, Selected Compounds, Derivative Compounds, Designated Compounds or Licensed Products together with, where applicable, any analogs, derivatives or fragments thereof.

Chemotype means a family or group of Compounds closely structurally related to one or more Active Compounds.

Field of Use
The Field means the treatment or prevention of any disease or condition in humans or animals.

Licensee is interested in identifying potential pharmaceutical products for treatment of certain human diseases and wishes to identify compounds that exhibit a high degree of chemical binding and functional activity to specific protein targets.

IPSCIO Record ID: 279318

License Grant
For the exclusive license, Licensor grants to the Licensee of Japan an exclusive right and license in the Territory under Licensors interest in the Collaboration Patent and the Collaboration Know-How, with a right to sublicense, to develop, make, have made, use, offer for sale and/or sell, import and export any Active Compound, Active Claimed Compound and/or Derivative Compound, and, also with a right to sublicense, to develop, make, have made, use, import and export, offer for sale and/or sell any Collaboration Product or Product.

For the Non-Exclusive Licenses for
—  The Collaboration Technology, Licensor grants to a non-exclusive, sublicensable license in the Territory under Licensors interest in the Collaboration Patent and the Collaboration Know-How, to develop, make, have made, use, offer to sell, sell, import and export any Inactive Compound or Claimed Compound, other than Active Claimed Compounds, and upon Licensees discovery that a particular Inactive Compound or such Claimed Compound is active against a particular target, the right to negotiate to obtain the exclusive rights to such Inactive Compound or Claimed Compound, in each case in the Territory.
—  The Pre-existing Licensor Patents, In the event that the development, making, having made, use, offer for sale, sale, import and export by Licensee of any Active Compound, Inactive Compound, Active Claimed Compound, Claimed Compound or Derivative Compound, any Collaboration Product, Product or any product containing an Inactive Compound, a Claimed Compound or Derivative Compound would infringe during the term of the Agreement a claim of Pre-existing Licensor Patent, Licensor grants to the extent Licensor is legally able to do so, a non-exclusive, sublicensable, license in the Territory under such Pre-existing Licensor Patent for those purposes, and,
— The Inactive Compounds and Claimed Compounds, with respect to an Inactive Compound or a Claimed Compound, at least 90 days prior to Licensor entering into material and substantial negotiations to grant to a Third Party any rights to such Inactive Compound or Claimed Compound, Licensor agrees to notify Licensee in writing, together with a description of the chemical entity that would be the subject of such negotiations. Within 30 days after receipt from Licensor of such notice, Licensee shall notify Licensor whether or not it desires to discuss terms and conditions under which Licensor would grant exclusive rights to such Inactive or Claimed Compound to Licensee.

License Property
Licensor has expertise and proprietary technology for the discovery, generation, optimization and preclinical testing of small molecule clinical candidates from drug discovery programs.
Field of Use
The Field means the discovery, development and commercialization of small molecules for the diagnosis or therapeutic or prophylactic treatment of diseases and conditions, wherein the primary mechanism of action of such small molecules is to modulate the activity of a Collaboration Target.

IPSCIO Record ID: 249719

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

This agreement includes non-exclusive terms as well.

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

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

NeoMorph Focused Libraries means those compounds synthesized by Licensor derived from Active Compounds identified by Licensee in bioassays or functional assays NeoMorph Screening Library means the entire collection of libraries consisting of mass-encoded small molecule organic compounds owned by Licensor and developed with NeoMorph Chemistry, comprising at least 10,000,000 different compounds.

Licensee is interested in identifying potential pharmaceutical products for treatment of certain human diseases and wishes to identify compounds that exhibit a high degree of chemical binding and functional activity to specific protein targets. Licensor has certain technology and know-how, including screening processes of libraries of mass-encoded small molecule compounds, relating to the identification, discovery, validation and optimization of novel compounds which may be useful for development of novel therapeutics employing targets implicated in a disease process.

Field of Use
The Licensees intended use is for treatment of certain human diseases and wishes to identify compounds that exhibit a high degree of chemical binding and functional activity to specific protein targets.

The Field means treatment of any disease in humans.

IPSCIO Record ID: 253904

License Grant
Licensor grants to English Licensee an exclusive, worldwide, right and license, within the Territory and within the Field, to use the Licensor Know-How and Patent Rights and Licensors undivided interest in any Program Intellectual Property that is jointly owned by the Parties, as embodied in or related to any Designated Compound(s), collectively, the Licensed Technology, to research, develop, make, have made and use such Designated Compound to develop Licensed Products, and, to make, have made, use, distribute for sale, promote, market, offer for sale, sell, have sold, import and export Licensed Products.
License Property
The parties pursue a collaborative screening process to identify compounds exhibiting a high degree of chemical binding activity to targets designated by Licensee from among the Licensor libraries of mass-encoded small molecule compounds and which have activity in bioassays or functional assays.

The know-how and patents include screening processes of libraries of mass-encoded small molecule compounds, relating to the identification, discovery, validation and optimization of novel compounds which may be useful for development of novel therapeutics employing targets implicated in a disease process.

Licensed Product(s) means any product which includes a Designated Compound or any derivatives, improvements and components thereof; and the development, manufacture, use, or sale.

Licensor Library includes ALIS, the Automated Ligand Identification System, an automated, ultra-high throughput ligand selection system proprietary to the Licensor that is used to identify multiple classes of chemical ligands against target protein.

Field of Use
The Field means the diagnosis or treatment of any disease in humans.  The Licensee is identifying potential pharmaceutical products for treatment of certain human diseases and is identifying compounds that exhibit a high degree of chemical binding and functional activity to specific protein targets.

IPSCIO Record ID: 249720

License Grant
Licensor grants to Swiss Licensee, an exclusive right and license in the Territory and within the Field under the Licensor Patent Rights and to use the Licensor Know-How to make, have made, use, distribute, promote, market, offer for sale, sell, import and export Licensed Products.

This agreement includes non-exclusive terms also.

License Property
Active Compound means any Compound identified as having binding activity when tested against a Target pursuant to the Screening Program and which has Kd values of 10 micromolar or less (i.e., Kd s 10µM) and has demonstrated bioactivity in functional assays against the applicable Target as determined by the Steering Committee.

Compound shall mean all proprietary compounds contained in the NeoMorph Screening Library or any NeoMorph Focused Libraries which are screened by Licensor against one or more Targets in performance of the Screening Program.

Field of Use
Field means the treatment or prevention of any disease or condition in humans or animals.

Licensee is interested in identifying potential pharmaceutical products for treatment of certain human diseases and wishes to identify compounds that exhibit a high degree of chemical binding and functional activity to specific protein targets.

Licensor will employ its Automated Ligand Identification System (ALIS) and its neoMorph compound library to help Licensee discover a range of antiviral candidates.

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: 121117

License Grant
The Swedish Licensee and the Licensor 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 metabolic syndrome and Alzheimers disease, and to provide for the development and commercialization of novel prophylactic and therapeutic products based on such research.

Licensor grants an exclusive, worldwide license under the Pre-existing Technologies and Sole Inventions Controlled by Licensor and under Licensors interest in the Joint Inventions to use each Selected Target to search for Collaboration Compounds directed at such Selected Target for activity within the Applicable Field, to develop, for use in the Applicable Field, Products comprising or incorporating such Collaboration Compounds, to develop, following, such Product for any human indication, and to make, have made, use, sell, offer to sell and have sold such Products.

License Property
The Pre-existing Technologies means any and all inventions, developments, results, know-how and other Information, and all intellectual property relating thereto, made, created or invented by a Party.

The Sole Inventions means any and all inventions, developments, results, know-how and other Information, and all intellectual property relating thereto, made, discovered or developed solely by a Party.

Homolog is a gene or gene product that has homology to a Selected Target.

Licensor is a biotechnology company that has expertise and proprietary technology relating to genetic model systems, genomics and computational biology and is applying such technology to discover and validate targets for drug discovery in a variety of disease areas, including metabolic syndrome and Alzheimers disease.

Field of Use
This agreement is for either the Field of Alzheimers Disease or the Field of Metabolic Syndrome.

Metabolic syndrome is a cluster of conditions — increased blood pressure, high blood sugar, excess body fat around the waist, and abnormal cholesterol or triglyceride levels — that occur together, increasing your risk of heart disease, stroke and diabetes.

Licensee is a multinational health care company that has expertise and capability in developing and marketing human pharmaceuticals and has research and development programs in the areas of, inter alia, metabolic syndrome and Alzheimers disease.

IPSCIO Record ID: 233486

License Grant
For the Research Program License, Licensor grants, during the Research Term, a non-exclusive, worldwide license, without the right to sublicense, except to subcontractors as provided in this Agreement, under the Licensor Technology solely to perform Licensee’s obligations under the Research Program.

For the Evaluation License Grant, Licensor grants, during the Option Period, a non-exclusive, limited research-use only license, without the right to sublicense, except to subcontractors as provided in this Agreement, under the Licensor Technology solely to perform Preliminary Evaluation Work and Evaluation Studies as provided in this Agreement.

For the Muscarinic Product Development and Commercialization License, Licensor grants, during the Term, an exclusive, worldwide license, with the right to sublicense even through multiple tiers of sublicense, under Licensor Technology and Licensor’s interest in Joint Patents, to develop, make, have made, use, distribute, promote, sell, offer for sale, have sold, import, and export Muscarinic Products in the Muscarinic Field.

For the Fixed Co-Formulation Product Development and Commercialization Exclusive License, effective only upon exercise of the Option and payment in full of the Option Exercise Fee, Licensor grants, during the Term, an exclusive, worldwide license, with the right to sublicense even through multiple tiers of sublicense, under Licensor Technology to develop, make, have made, use, distribute, promote, sell, offer for sale, have sold, import, and export Fixed Co-Formulation Products in the Sleep Field. For the avoidance of doubt, the license granted excludes any license under Licensor Technology to develop, make, have made, use, distribute, promote, sell, offer for sale, have sold, import, and export N-Dealkylated Licensed Compound Metabolites, and any license under Licensor Technology containing claims directed only to N-Dealkylated Licensed Compound Metabolites.

For the Fixed Co-Formulation Product Development and Commercialization Non-Exclusive License, Licensor grants, during the Term, a non-exclusive, worldwide license, with the right to sublicense even through multiple tiers of sublicense, under Licensor Technology and any other Patents directed to N-Dealkylated Licensed Compound Metabolites that are Controlled by Licensor to develop, make, have made, use, distribute, promote, sell, offer for sale, have sold, import, and export Fixed Co-Formulation Products in the Sleep Field.

For the Grant of Option, Licensor grants an option, exercisable during the Final Evaluation Period with respect to one (1) Chosen Compound, to obtain an exclusive, worldwide license, with the right to sublicense, under the Licensor Technology to develop, make, have made, use, distribute, distribute for sale, promote, sell, offer for sale, have sold, or import Fixed Co-Formulation Products in the Sleep Field.

License Property
Licensor Patents shall mean all Patents that Licensor or any of its Affiliates Controls as of the Effective Date or during the Research Term that are necessary or useful for performance of the Research Program or the Evaluation, or for the development, manufacture, use, import, offer for sale, or sale of any Selected Muscarinic Compound, Licensed Compound or Product, but excluding the Joint Patents.

The Licensor Know-How, beyond the patents, during the research term, excludes any such information relating to Licensors compounds known as -103 and -104, -104 Analogs and/or Topical Eyecare Compounds, which is Confidential Information of Licensor.

Licensor Muscarinic Compounds shall mean any compound Controlled by Licensor on the Effective Date, the primary mode of action of which is [activity as a selective] allosteric modulator, agonist, or antagonist of any one (1) or more of the five (5) muscarinic receptor subtypes, including, without limitation, Licensors proprietary [m3 antagonists), but subject to exclusion of [m1] Agonists.  Notwithstanding the foregoing or any other provision of this Agreement to the contrary, neither Licensors compound known as -104 (N-desmethylclozapine) nor any -104 Analogs shall be considered Licensor Muscarinic Compounds for purposes of this Agreement.

Muscarinic receptors are receptors that respond to acetylcholine, a neurotransmitter in the central nervous system.

Field of Use
Muscarinic Field shall mean the treatment, prevention, or both, of any disease or disorder in humans, but excluding the prevention or treatment of ocular disease.

Sleep Field shall mean the treatment, prevention, or management, or any combination thereof, as a primary objective, of any condition, disturbance, disease, or disorder in humans the principal effect(s) of which are on sleep time, sleep quality, sleep onset, sleep architecture, or sleep maintenance, or to disrupt or disturb normal sleep or sleep patterns, including without limitation insomnia, including without limitation transient, chronic, primary, and secondary insomnia; jet lag; bruxism; breathing related sleep disorders, including without limitation sleep apnea; sleep terror disorders, including sleep terrors and pavor nocturnus; sleep walking disorders; sleep paralysis; circadian rhythm sleep disorders, including without limitation delayed sleep phase syndrome, and advanced phase sleep syndrome; shift work sleep disorder; sleep enuresis; sudden infant death syndrome; narcolepsy; periodic limb movement disorder; rapid eye movement behavior disorder; other parasomnias; and other dysomnias, and also including, without limitation, any such condition, disturbance, disease, or disorder where the treatment, prevention, or management, or any combination thereof, of any such condition, disturbance, disease, or disorder may result, as a secondary objective, in [improving cognitive function, alertness, physical dexterity, coordination, symptoms of fatigue, and other detrimental symptoms associated with or arising from any of the foregoing conditions, disturbances, diseases, or disorders.

IPSCIO Record ID: 209539

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

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

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

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

IPSCIO Record ID: 249721

License Grant
Licensor grants to the English Licensee
– an exclusive, worldwide, right and license, within the Territory to Licensor Technology and interest in any Program Technology, as embodied in or related to any Preliminary Compound(s), Primary Active Compound(s), QSCD Preliminary Compound(s), QSCD Primary Active Compound(s) and Designated Compounds solely for the purpose of conducting Licensees activities under the Research Collaboration, to research, develop, make, have made, use and import Preliminary Compound(s), Primary Active Compound(s), QSCD Preliminary Compound(s), QSCD Primary Active Compound(s) and Designated Compounds to develop Licensed Product(s); and

– an exclusive, worldwide, right and license, within the Territory, to the Licensors Technology and interest in any Program Technology, as embodied in or related to any Designated Compounds, necessary to make, have made, develop, have developed, use, distribute for sale, promote, market, offer for sale, sell, have sold, import and export Licensed Product(s).

Licensee may grant sub-licenses.

License Property
Licensed Products shall mean any product whose pharmaceutical composition contains any formulation or dosage of a Designated Compound or any Licensee Derivatives or improvements thereof as a pharmaceutically active ingredient and the development, manufacture, use, or sale of which, absent the rights assigned and licenses granted to Licensee under this Agreement, would infringe the Licensor Technology or which makes use of any Patents comprised in Program Technology with respect to which Licensor is an inventor.

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

NeoMorph Focuses Libraries shall mean those compounds synthesized by Licensor during the optimization of either the Preliminary Compounds identified from the NeoMorph Screening Library or further optimization of compounds identified in any rounds of optimization.

NeoMorph Screening Library shall mean the constantly expanding collection of libraries consisting of mass-encoded small molecule organic compounds owned by Licensor and developed with NeoMorph Chemistry, currently comprising about 10,000,000 unique compounds.

Preliminary Compound shall mean any Licensor compound identified from the NeoMorph Screening Library which binds an Approved Target with a minimum affinity set by the Steering Committee on an Approved Target by Approved Target basis.

QSCD shall mean Quantisized Surface Complementary Diversity, a technology proprietary to Licensor, in terms of which discrete chemical complements to the surfaces of Approved Targets may be defined.

Field of Use
Licensee is a biopharmaceutical company with an ongoing interest in research, development and commercialization of pharmaceutical products for treatment of certain human diseases and wishes to identify compounds that exhibit a high affinity and functional activity to protein targets for the development, manufacture and commercialization of pharmaceutical products.

IPSCIO Record ID: 253901

License Grant
The Parties entered a joint research and development effort to discover and/or design Nonsteroidal Compounds which act through the progesterone receptor and to develop pharmaceutical products from such compounds.  Under the terms of the collaboration, the Licensee of the Netherlands was granted exclusive worldwide rights to manufacture and sell any products resulting from the collaboration.

Licensor grants the Licensee of the Netherlands an exclusive, worldwide license, with the right to sublicense, which license shall be exclusive even as to Licensor, under Licensors Patent Rights and Collaboration Technology owned or Controlled by or licensed to Licensor, including Licensors rights in any jointly owned Patent Rights to the extent necessary, to develop, make, have made, use, manufacture, have manufactured, import, promote, offer for sale, sell, distribute, market and commercialize, with the right to sublicense, any Products in the Field.

License Property
Licensor has developed certain expertise and acquired certain proprietary rights relating to the discovery and development of pharmaceutical products for the treatment and prevention of diseases, which products act through the progesterone receptor.

The Collaboration Compound shall mean a Nonsteroidal Compound which is first identified, first confirmed, first discovered, or first synthesized and identified by either Party as mediating the activity of the Designated Target during the Research Term and those Nonsteroidal Compounds under development by Licensee as of the Commencement Date that mediate the activity of the Designated Target.

The Designated Target  shall mean the progesterone receptor, including all isoforms and variants thereof.

Product shall mean a pharmaceutical product which has as one of its active ingredients a Collaboration Lead Compound that has been approved by the applicable Regulatory Agency for marketing in a country for treatment, palliation or prevention of disease in the Field.

Field of Use
The collaboration is to focus on small molecule compounds with potential effects for the treatment and prevention of gynecological diseases mediated through the progesterone receptor.

The field shall mean the discovery, characterization, design and development of Nonsteroidal Compounds for the treatment or prevention of diseases whose beneficial effects are mediated through the Designated Target.

The research and development collaboration focus on small molecule compounds with potential effects for the treatment and prevention of gynecological diseases mediated through the progesterone receptor.

IPSCIO Record ID: 249722

License Grant
Licensor grants a worldwide right and license, without the right to sub license, within the Territory, to use the Licensor Intellectual Property and Patent Rights and the Program Intellectual Property owned by Licensor, in each case with application to the Field to the extent necessary or useful to research, develop, have developed, make, have made, use, distribute, promote, market, offer for sale, sell, have sold, import and export Designated Compounds, Derivative Compounds thereof, Products and Shared Products and, Independent Compounds, Derivative Compounds thereof and Independent Products.

This agreement also contains non-exclusive grants for research.

License Property
Licensor has certain technology and know-how, including screening processes and libraries of mass-encoded small molecule compounds, relating to the identification, discovery, validation and optimization of novel compounds which may be useful for development of novel therapeutics employing targets implicated in a disease process.

Derivative Compounds means any analogs, homologs or isomers of a Designated Screening Compound, a Designated Shared Compound and/or an Independent Compound, as applicable. Designated Compounds means Designated Screening Compounds and Designated Shared Compounds.

Licensor Intellectual Property means, individually and collectively,
(a) all Inventions that are conceived, discovered, developed, generated, created, made or reduced to practice or tangible medium of expression solely by employees or consultants of Licensor at any time prior to the Effective Date, or after the Effective Date if such Inventions are not based upon or related to the performance of the Program;
(b) any tangible materials provided by Licensor to Licensee for use in the conduct of the Program, together with, where applicable, any analogs, derivatives, fragments, progeny, sub-cellular constituents or expression products thereof; and
( c) the NeoMorph Screening Library, ALIS and QSCD.
The term Licensor Intellectual Property, however, does not include any techniques, methodologies, know-how, information and data which is, as of the Effective Date, or later becomes, generally available to the public, other than such techniques, methodologies, know-how, information and data included in Licensor Patent Rights.

NeoMorph Screening Library means the entire collection of libraries consisting of mass-encoded small molecule organic compounds owned by Licensor and developed with NeoMorph Chemistry, comprising approximately ten million (10,000,000) different compounds.

ALIS means the Automated Ligand Identification System, an automated, ultra-high throughput ligand selection system proprietary to Licensor that is used to identify multiple classes of chemical ligands against a target protein.

QSCD means Quantized Surface Complimentary Diversity, a model proprietary to Licensor, pursuant to which discrete chemical compliments to the surfaces of a Target are defined.

Field of Use
Field means all preventative, therapeutic and diagnostic uses in humans.

IPSCIO Record ID: 223145

License Grant
Licensor grants to Licensee such rights that it has to grant a worldwide, exclusive license, with right to sublicense, to develop, make, have made, use, sell, offer for sale, have sold, import and have imported Licensed Products, under any Patent Rights owned by Licensor that would otherwise be infringed by Licensee but for this license, including Research Program Patent Rights, and under the Know-how developed by Licensee relating to the Licensed Products, including the Research Program Know-how.

This DiscoverWorksâ„¢ agreement is a research and development collaboration to identify Initial Hits, Improved Hits, Program Lead Compounds and Pre-Clinical Lead Compounds active against selected targets, and suitable, if required, for medicinal chemistry optimization, that may be developed and commercialized.

License Property
The patents include System and method of automatically generating chemical compounds with desired properties, and, Microplate thermal shift assay apparatus for ligand development and multi-variable protein chemistry optimization.

Licensed Product means any commercial product containing an Active Compound as an active ingredient.

Active Compound means a Program Lead Compound or a Pre-Clinical Lead Compound identified in the course of the Research Program, or compound further optimized from such a Program Lead Compound or a Pre-Clinical Lead Compound.

Chemical Optimization means the design, synthesis and identification of Improved Hits, Program Lead Compounds and Pre-Clinical Lead Compounds using DiscoverWorksâ„¢ Technology and other technologies.

DiscoverWorks™ Technology means DirectedDiversity® Technology and ThermoFluor® Technology.

DirectedDiversity(R) Technology means the descriptions, figures and claims of the Patent Rights and associated proprietary Licensor Know-how used to identify potential therapeutic compounds.

ThermoFluor® Technology means the Patent Rights and associated proprietary Licensor Know-how used to evaluate ligand-binding parameters.

Field of Use
The Field means the research, development and commercialization of chemical compounds for use in therapeutic and diagnostic products, except for use in the treatment or cure of Hepatitis C Virus through March 7, 2003 in humans.

IPSCIO Record ID: 319203

License Grant
For the research program, the general goals and intent of the Collaboration are to apply the Exelixis technology to discovering Eligible Targets that may be useful for the discovery and development of small molecule drugs for the prevention, treatment or cure of cancer.

Regarding the Licensor Know-How and Patents.
For Research, Licensor grants a non-exclusive, worldwide, license, under any Licensor Know-How and Patents solely to perform the research tasks assigned and and to perfom research, during the first six months after the end of the Research Term, upon mammalian orthologues of certain Model System Targets.

For Licensee Selected Targets, Licensor grants an exclusive, worldwide license, under any Licensor Know-How and Patents covering the composition, manufacture, or use of one or more Licensee Selected Targets, to make and use each such Licensee Selected Target;
(A) to perform research within the Research Field upon each such BMS Selected Target, including using such Licensee Selected Target to search for Collaboration Compounds,
(B) to develop, and make or have made for use in the Development Field, Licensee Products comprising or incorporating Collaboration Compounds,
(C) to develop, following the commencement of a clinical trial of a Licensee Product in the Development Field, such Licensee Product for any human indication, and
(D) to make, have made, use, import sell offer to sell and have sold Licensee Products.

For Assays, Licensor grants an exclusive, worldwide license, under any Licensor Know-How and Patents covering the composition or use of one or more Assays;
(A) to make and have made such Assay,
(B) to use each such Assay to search for, make and have made
– (1) Collaboration Compounds with activity against the Licensee Selected Target for which such Assay was developed, and
– (2) compounds that lack activity against the Licensee Selected Target for which such Assay was developed,
(C) to develop, and make or have made, for use in the Development Field, and in any defined field licensed by Licensee, Licensee Collaboration Products, and
(D) to develop, following the commencement of a clinical trial of a Licensee Collaboration Product in the Development Field, such Licensee Collaboration Product for any human indication. Such license shall convert to a nonexclusive license, on an Assay-by-Assay basis, on the earlier of the date that is twenty (20) years after the end of the Research Term, or the Licensee Selected Target relating to such Assay becomes an Abandoned Target and is selected by Licensor as a Licensee Selected Target.

For Lead Compounds/Back-Up Compounds, Licensor grants a worldwide, license, under any Licensor Know-How and Patents during the term of this Agreement covering the composition, manufacture, or use of a Lead Compound delivered to Licensee or a Back-up Compound for such Lead Compound;
(A) to make derivatives of such Lead Compounds and Back-up Compounds,
(B) to research, develop, and make or have made for use in the Development Field, Licensor Collaboration Products comprising or incorporating such a Lead Compound or Back-up Compound or derivative thereof,
(C) to develop, following commencement of a clinical trial of such a Licensor Collaboration Product in the Development Field, such Licensee Collaboration Product for any human indication, and
(D) to make, have made, use, import, sell, offer to sell and have sold such Licensee Collaboration Products.

For Pharmacogenomic Uses, Licensor grants a nonexclusive, worldwide license, under the Licensor Know-How and Patents covering the composition, manufacture or use of any Selected Target of either Party, to use such Selected Target in the research, development, manufacture, use, import, sale and offer for sale of a Pharmacogenomic Product for use
(A) in connection with the research, development, manufacture, use, import, sale and offer for sale, for any indication, of a Licensee Product or a product that modulates the same Selected Target as such Licensee product via substantially the same molecular mechanism of action (a Target Product), and
(B) in the labeling, promotion, and registration of any Licensee Product or Target Product for any indication.

For Negative Screening Using Licensor Targets, Licensor grants a non-exclusive, worldwide, bearing license under any Licensee Patents and Know-How covering the
composition, manufacture, or use of an Licensor Selected Target, to use such Licensor Selected Target solely in secondary screening assays developed by or for Licensee to identify, research and develop Collaboration Compounds and Licensee Products that lack the ability to inhibit, activate or otherwise modulate the activity of such Licensee Selected Target.

Foe Licensor Validation Protocols and Reagents, Licensor grants a non-exclusive, worldwide license under the Licensor Know-How and Patents relating to;
(A) the Licensor validation protocols and reagents listed and
(B) all validation protocols and reagents that are developed by Licensor in the course of performing its duties under the Research Plan, to use same for all purposes.

For Improvements to Licensee Validation Protocols and Reagents, Licensor grants a non-exclusive, worldwide license under the Licensor Know-How and Patents to use for all purposes, all improvements to the validation protocols and reagents licensed by Licensee that incorporate or contain any of such validation protocols and reagents licensed by Licensee.

Regarding Target Inventions
– Licensor grants an exclusive, worldwide license, under the Target Inventions invented solely by Licensee and all Patents Controlled by Licensor that claim such Target Inventions, to use such Target Inventions for all purposes other than those for which
Licensor has exclusive rights.

– Licensor grants a worldwide license, under the Target Inventions invented jointly by the Parties and all Patents Controlled by Licensor that claim such Target Inventions, to use, without any accounting or obligation to, or consent required of Licensor, such Target Inventions for all purposes other than those for which Licensor has exclusive rights. The foregoing license is exclusive, with respect to Licensee Selected Targets, for those purposes for which Licensee has exclusive rights; such license is co-exclusive for all other permitted purposes.

License Property
Licensor is a multinational biotechnology company that has expertise and proprietary
technology relating to genetic model systems, functional genomics and computational biology and is applying such technology to discover and validate targets for drug discovery in a variety of disease areas.

Collaboration Compound means any molecule that
(a) has a molecular weight less than or equal to one thousand (1,000) daltons,
(b) is known, prior to the initiation of the first clinical trial for a Product containing such molecule, to have the ability to directly inhibit, activate or otherwise modulate the activity of a Selected Target, or inhibit, activate or otherwise modulate the activity of a Selected Target or its encoded protein in an assay measuring the activity of such Selected Target, and
(c) such ability is identified by or on behalf of a Party or its Affiliate or sublicensee, after the selection of a Selected Target by such Party, through the use to any material extent of such Selected Target or any Information relating to such Selected Target.

DPI Orthologue means a human orthologue.

Eligible Target means a human gene that is
(a) a human orthologue of a Model System Target,
(b) identified prior to the Research Term and during the Research Term or, after the end of the Research Term;
(c) not subject to any previously granted, prior to the identification of such gene as a human orthologue of a Model System Target, and currently in effect license from
Licensor to a Third Party for such Third Party to use such gene or its encoded protein for research in the Research Field or development, in the Development Field, of a small molecule product directed at such gene or its encoded protein or to make, use, import, offer for sale or sell such a product; provided, that so long as such license is not exclusive, the Licensee members of the JSC may elect to waive the requirements under this subsection (c) as to any given gene, and
(d) either not claimed in an issued Third Party patent covering its composition of matter or method of use in oncology,

Model System Target means an invertebrate or non-human, vertebrate gene.

Phenotypic Screen means a screen performed in a wild-type cell or organism in which certain genes are turned on or off and the effect thereof is measured through the use of an assay that measures a biological response in the Research Field.

Field of Use
Research Field means cancer research regarding
(a) growth regulation,
(b) cell cycle control,
(c) DNA damage response,
(d) cell survival,
(e) cell adhesion, or
(f) apoptosis as they pertain to cancer, as well as the adenomatous polypossis coli gene (apc} For clarity, the Research Field does not include angiogenesis/lymphangiogenesis research or research regarding cell motility or cell-cell communication (it being understood that cell-cell communication does not encompass cell adhesion which shall be included within the Research Field.

Development Field means the treatment or prophylaxis of any type of human cancer.

The Parties are establishing a collaboration to apply such Licensor technology and expertise to the identification and characterization of biochemical pathways and targets in specific research areas relevant to cell growth and proliferation, to generate small molecule therapeutic or prophylactic compounds directed against such targets, and to provide for the development and commercialization of novel therapeutic and prophylactic products based on such research.  In a cooperative effort that will leverage each Licensees technology and expertise in the fields of genomics and target validation, Licensor will identify and validate molecular targets that trigger cell death in cancer cells, while leaving normal cells unharmed. Licensee will then further validate these targets in human models.

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