Royalty Report: Drugs, Disease, Therapeutic – Collection: 239606

License Grant

The Parties are entering a collaborative research program to define the function and pharmaceutical utility of selected secreted proteins for the discovery of Therapeutic Proteins.

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.

License Property

Licensor has rights for certain methods of producing and analyzing the phenotypes of gene knockout mice for the discovery of gene and protein function.

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.

Field of Use

Commercialization Field means, collectively, the Diagnostic Field and the Therapeutic 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.

License Grant

The Parties are entering a collaborative research program to define the function and pharmaceutical utility of selected secreted proteins for the discovery of Therapeutic Proteins.

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.

License Property

Licensor has rights for certain methods of producing and analyzing the phenotypes of gene knockout mice for the discovery of gene and protein function.

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.

Field of Use

Commercialization Field means, collectively, the Diagnostic Field and the Therapeutic 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.

License Grant

With this amendment, where Licensee desires Licensor to generate Knock-Out Mice and ES Cell Lines for Licensee based on human gene sequences provided by Licensee and then to analyze such Knock-Out Mice and ES Cell Lines, the licensed products have been updated regarding restricted rights projects, and, adds patent information.

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

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

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

License Property

Patent is for Isogenic DNA.
U.S. Patent No. 5,789,215 issued August 4, 1998 entitled 'Gene Targeting in Animal Cells Using Isogenic DNA Constructs'

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

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

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

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

Field of Use

Licensor established a drug discovery alliance with Licensee to discover novel therapeutic proteins and antibody targets based on its isogenic DNA gene targeting technology.

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

License Grant

This restated, amended agreement is to provide for the expansion of the collaborative efforts of the parties.

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.

License Property

Licensor has developed technologies and know~how with respect to high throughput analysis of gene expression and gene regulation for use in the identification of drug targets and the discovery of pharmaceutical and diagnostic products.

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.

Field of Use

Field of Use shall mean all internal research uses by Licensee of Gene Targets and the development and commercialization of those Therapeutic Products. All uses of Gene Targets as Protein Products, Therapeutic Products, Nucleic Acid Products or Diagnostic Products are excluded from the Field of Use.

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.

License Grant

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

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

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

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

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

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

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

License Property

The patents are referred to as the Lupus Patents.

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

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

Field of Use

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

License Grant

Licensee desires for Licensor to generate Knock-Out Mice and ES Cell Lines for Licensee based on human gene sequences provided by Licensee and then to analyze such Knock-Out Mice and ES Cell Lines.

For the Exclusive License under Licensor Pre-Existing Patents and Know-How for the Research, Development and Commercialization of Licensed Products,  Licensor grants an exclusive, even as to Licensor, world-wide right and license under the Licensor Pre-Existing Patents and Know-How to research, develop, make or have made, use, sell, offer for sale, and import Licensed Products in the Field.

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

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

License Property

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

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

Progeny means mice, including successive generations thereof, that are produced or developed by Genentech, its Affiliates or Academic Collaborators by breeding a Knock-Out Mouse with any other mouse, including, without limitation, any other Knock-Out Mouse.

Field of Use

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

License Grant

The Parties have entered into that certain Collaboration Agreement, with respect to a collaborative research and joint development and profit-sharing commercialization program between the Parties with respect to specified targets, antibodies and technology.

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.

License Property

Fucosyltransferase Fucosyl GM-1 shall mean the ganglioside fucosyl gm-1 FucGM-1.

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 .

Field of Use

The field of use is Flt-4 Diagnostic Field and  PSMA Diagnostic Field.  The antibody products are for the diagnosis, prophylaxis or treatment of human diseases or conditions.

License Grant

For the Research Database and Gene ExpressTM Normal Database License to Licensee,  Licensor grants to the Licensee of the Netherlands an exclusive, worldwide license to use the Research Database, together with a non-exclusive, worldwide license to use the Gene Expressâ„¢ Normal Database, in each case solely for its internal research purposes to identify Gene Targets during the Research Term.

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.

License Property

Protein Product shall mean any product for the prevention or treatment of any disease or disorder, in any dosage form or formulation for delivery by any route of administration, which is or comprises a protein or peptide encoded by the full, partial or mutated RNA or DNA sequence corresponding to a Gene Target RNA or DNA sequence, but excluding any such protein or peptide that has been substantially modified, including any therapeutic antibody.

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.

Field of Use

Field of Use shall mean all internal research uses by Licensee of Gene Targets and the development and commercialization of the Therapeutic Products – 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. All uses of Gene Targets as Protein Products, Nucleic Acid Products or Diagnostic Products are excluded from the Field of Use.

License Grant

Licensor hereby grants to Licensee a non-exclusive royalty bearing license, under Licensor Contributed Know-How Patent Rights and Licensor Contributed Know-How, to use Licensee Accessible Program Clones and Proteins encoded therein in order to discover, research, develop, make, import, use, offer to sell include the right to grant sublicenses.

License Property

Program Clone means a clone (including the DNA sequence information, whether partial or full-length, pertaining to the clone), identified in the course of the Licensee Discovery Program or included in the Existing Tango Technology, Licensee Contributed Know-How or Licensor Contributed Know-How.

Licensee Program Methodology Patent Right means a Patent Right that relates to methods that are or were at any time included in Licensee Program Metholodogy.

Protein means a high molecular weight (i.e., weighing greater than 1000 daltons) polymer compound composed of a variety of amino acids joined by peptide linkages, including allelic variants thereof and post-translationally modified variants thereof (i.e., glycosylated Proteins). For purposes of this Agreement, Protein does not include an Antibody.

Small Molecule Drug means a therapeutic or prophylactic product, the active ingredient of which is a synthetic small molecule (including but not limited to a Peptido Mimetic), a natural product or a macromolecule that (a) is identified in a screening assay on the basis of its interaction with a biological target that has been identified through use of a Program Clone, or (b) is designed or developed using medicinal chemistry, SAR or combinatorial chemistry techniques to interact with a biological target that has been identified through use of a Program Clone, provided, however, that a Small Molecule Drug does not include any Therapeutic Product or any therapeutic and/or prophylactic product in which the active ingredient is a Protein, an Antibody, an Antisense Drug or a Gene Therapy Drug.

Gene Therapy Drug means any drug or drug candidate, excluding an Antisense Drug, which consists of nucleic acid or a functional analog, derivative or homologue thereof and which, upon delivery by any means, provides a gene product encoded therein which is expressed.

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

Antibody means (a) a molecule comprising four (4) polypeptide chains (two (2) identical light chains and two (2) identical heavy chains) that are held together by disulfide bonds and form two (2) identical antigen binding sites or (b) any combination, fragment or altered form of a molecule(s) of the type described in (a) (e.g., single chain antibodies).

Licensor Small Molecule Drug means a Small Molecule Drug identified or designed by Licensor through the use of a Licensor Accessible Program Clone and/or the Protein encoded therein.

Existing Tango Technology means the cDNA libraries, genomic sub-libraries, signal peptide trap libraries (including the clones derived from such libraries and the Proteins encoded therein) and the Proteins and all associated data and information.

Therapeutic Product means a therapeutic and/or prophylactic product in which the active ingredient is a Program Protein or a Derivative thereof.

Peptido Mimetic means  synthetic organic molecule that (a) is designed or developed using medicinal, SAR or combinatorial chemistry techniques to incorporate key structural features of a Protein (the 'Mimicked Protein'). Cb) if a peptide • has an amino acid sequence that is at least fifty percent (50%) different from that of the  Mimicked Protein, and (c) has a molecular weight that is less than twenty (20%) percent of that of the Mimicked Proteina,

Diagnostic Product means any diagnostic product, in the form of a device, compound, kit or service, with utility in the diagnosis, prognosis, prediction or disease management of a disorder that (a) is developed through the use of Licensee Program Know-How or, subject to any limitations on the use of such Know-How by Licensor, Licensee Contributed Know-How and/or is covered by a Valid Claim included in Licensee Program Know-How Patent Rights or, subject to any limitations on the use of such Patent Rights by Licensor, Licensee Contributed Know-How Patent Rights, (b) embodies, or operates through the detection of a Program Clone or a Program Protein (or a Derivative thereof), and (c) will complement the use of any therapeutic product under development or marketed by Licensor or a development or marketing partner of LIcensor (a Licensor Corresponding Drug).

Licensor Contributed Know-How means Know-How (a) which is necessary or useful in order to discover, develop, make, use, sell or seek approval to market Therapeutic Products, and (b) to which Licensor has the right to grant licenses or sublicenses without violating the terms of any agreement with a third party, and (c) which is in Licensors possession on the Effective Date or is developed or acquired by Licensor during the term, but not in the course, of the Licensee Discovery Program, and (d) which Licensor has elected to contribute to the Licensee Discovery Program through written notification to, and with the approval of, the Joint Management Team, which notification shall include any limitations on the use of such Know-How by Licensee, provided, however, that if such Know-How is a biological source for the identification of Program Clones, then the only permitted limitation shall be that Licensee shall not have the right to use any such Program Clone for the identification or design of Licensee Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified, and (e) which is not properly in the public domain.

Licensor Contributed Know-How Patent Right means a Patent Right that relates to Know-How that is or was at any time Licensor Contributed Know-How.

Licensor Selected Protein means a Program Protein selected by Licensor for further pre-clinical development, clinical development, manufacture and commercialization.

Licensor Accessible Program Clone means (a) a Program Clone that is not identified through the use of Licensee Contributed Know-How, or (b) a Program Clone that is identified through the use of Licensee Contributed Know-How and with respect to which either (i) Licensee has not placed any limitation on Licensors use of such Program Clone for the identification or design of Licensor Small Molecule Drugs or (ii) Licensee has placed the limitation that Licensor shall not have the right to use such Program Clone for the identification or design of Licensor Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified and such twelve (12) month period has elapsed.

Licensee Discovery Program means the therapeutic Protein  discovery program to be undertaken by Licensee pursuant to this Agreement, with the goal of identifying and qualifying potential therapeutic Proteins for further pre-clinical development, clinical development, manufacturing and commercialization, as described in greater detail in the Program Plan.

Licensee Program Methodology means any methods (including without limitation bioinformatics tools, processes, protocols, assays, automated and semi-automated techniques, molecular biology methods and other methods for
the discovery, production and/or characterization of Proteins), that (a) are developed in the course of the Licensee Discovery Program, including any improvements in methods technology derived from, or based upon, any Licensor Contributed Know-How and/or Licensee Contributed Know-How and (b) are not properly in the public domain.

Licensee Accessible Program Clone means (a) a Program Clone  that is not identified through the use of Licensor Contributed Know-How, or (b) a Program Clone that is identified through the use of Licensor Contributed Know-How and with respect to which either (i) Licensor has not placed any limitation on Licensees use of such Program Clone for the identification or design of Licensee Small  Molecule Drugs or (ii) Licensor has placed the limitation that Licensee shall not have the right to use such Program Clone for the identification or design of Licensee Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified and such twelve (12) month period has elapsed.

Field of Use

The field of use is for the therapeutic and/or prophylactic application in human health care of Proteins or Derivatives thereof. The goal is to identify and qualify potential therapeutic proteins, small molecule targets and diagnostics for further development and commercialization.

Licensee is in the business of employing various discovery methodologies to identify proteins with therapeutic utility.

License Grant

Licensor grants to Licensee
(a) an exclusive, worldwide license, under Licensor Field Patent Rights and Licensor Field Know-How, to make, have made, use, and have used Candidate Genes and Validated Targets within Oncology; such license shall include the right to grant sublicenses on prior notice to Licensor;
(b) an exclusive, worldwide license, under Licensor Field Patent Rights and Licensor Field Know-How to make, have made, import, use, have used, offer to sell and sell Products; such license shall include the right to grant sublicenses on prior notice to Licensor;
(c) an option to obtain exclusive licenses to Non-Program Field Projects;
(d) a right to either negotiate for rights to collaborate on Gene Therapy Drugs, which embody or are discovered or developed using Licensor Field Patent Rights or Licensor Field Know-How, or a co-exclusive right to make, have made, import, use, have used, offer to sell and sell Gene Therapy Drugs, which embody or are discovered or developed using Licensor Field Patent Rights or Licensor Field Know-How;
(e) an option to co-develop and/or co-promote certain Diagnostic Products, for use in the Field and the area of Oncology, which embody or are discovered or developed using Licensor Field Patent Rights or
Licensor Field Know-How; and
(f) a co-exclusive with Licensor, worldwide license, under Licensor Field Patent Rights and Licensor Field Know-How, to make, have made, use, and have used Program Genes Outside of the Field and to make, have made, use, and have used Candidate Genes and Validated Targets outside of Oncology; such license shall include the right to grant sublicenses on prior written notice to Licensor.

License Property

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.

Modified Drug means a compound in the Field which, other than through the use of Licensor Field Know-How or Licensor Field Patent Rights, prior to or outside of the Program, was identified by Licensee to have pharmacological properties of relevance -to its development as a therapeutic product in the Field, and was modified through the use of Licensor Field Know How or Licensor Field Patent Rights to improve its therapeutic properties at any time during the term of the Program or the Licensee Development Program. Modified Drug does not include any Candidate Protein Drug, Peptido Mimetic, Analog Protein Drug, Small Molecule Drug, Gene Therapy Drug or Antisense Drug.

Candidate Protein Drug means a Protein encoded by a Candidate Gene or other Protein, the identification of which other Protein was based upon the identification of a Candidate Gene, and which, in either case, is potentially suitable for development into a therapeutic product.

Analog Protein Drug means a protein or polypeptide which has been modified through a change in its primary structure resulting in a functionally significant change (such as a change in its pharmacokinetic or pharmacodynamic properties) to allow it to become a therapeutic Product demonstrating relevant In Vitro and In Vivo activity. For purposes of this definition, a polypeptide constituting the pharmacologically active fragment of a protein, that has not been modified through a change in its primary structure resulting in a functionally significant change, shall not be considered an Analog Protein Drug.

Peptido Mimetic Drug means a synthetic organic molecule which is a mimetic of, or is designed or developed using medicinal, SAR or combinatorial chemistry techniques to incorporate, key structural features of a Candidate Protein Drug and which is a therapeutic product.

Small Molecule Drug means a small molecule therapeutic product within the Field originating from a screen using a Validated Target, other than a Candidate Protein Drug, an Analog Protein Drug, a Peptido Mimetic Drug, a Modified Drug, a Gene Therapy Drug or an Antisense Drug.

Field of Use

Field means the application in Oncology of
(a) All genes located at chromosome 8p22, including but not limited to loss of prostate cancer hormone-sensitivity, and prostate cancer metastasis to bone;
(b) Mechanisms of drug resistance including but not limited to the association with drug transporters such as P-glycoprotein and MRP, and the mechanism of action of factors that mediate cell death of drug resistant cells or tissues, including but not limited to apoptosis;
(c) Mechanisms of prostatic proliferative conditions including but not limited to the discovery of novel genes implicated in the susceptibility, progression and metastasis of prostate cancer, analysis of prostatic cells and variants of these cells, and malignant tissues;
(d) All cell cycle control mechanisms including but not limited to inhibition of cyclin DI/CDK4 kinase activity; and
(e) All Ras signal transduction mechanisms including but not limited to the inhibition of the Ki-ras pathway, Ras/GTP interaction, Ras/Raf interaction, Raf kinase activity, and Ras/FTase interaction.

Outside of the Field means all human medical indications other than those in the Field and all animal medical indications.

License Grant

The parties grant each other certain rights and licenses on the terms set forth in this Agreement and to collaborate on a research and development relating to “Paraffin Extraction Technology”.  

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.

License Property

Paraffin Extraction Technology shall mean all Program Technology relating to the recovery and extraction of native nucleic acids, polypeptides, peptides and/or proteins from tissues embedded in paraffin and its use in the research, development and commercialization of assays, including without limitation microarrays. Paraffin Extraction Technology excludes RNA Amplification Technology.

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 Extraction”); or (b) the selective amplification, labeling or conjugation of RNA segments in a close to linear fashion (“RNA Amplification”). 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.

Field of Use

Diagnostic Field of Use shall mean the research, development, manufacture, importation, use and/or sale of Diagnostic Product(s). The Diagnostic Field of Use excludes the Personalized Research Field of Use, the Licensor Field of Use and the Homebrew Field of Use.

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.

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.

License Grant

Licensor grants the non-exclusive right to access and use the Licensors functional genomics database and software for genetic, phenotypic and related data and/or information, generated or developed by or on behalf of Licensor from or relating to Knockout Mice, Target Genes and Mutated Genes and entered into one or more databases and Derivative Works thereof made by or on behalf of Licensor , Licensors Proprietary Information and Knockout Mice Materials, solely for internal research use for the purposes contemplated hereby, including, without limitation, research directed toward the discovery, development and commercialization of Products, during the Subscription Term and thereafter with respect to Licensees access to the Phenotype Sets delivered and a non-exclusive world-wide license under Licensors Patent Rights to discover, develop, make, have made, use, offer for sale, sell and import Products. The rights and licenses granted to Licensee shall not include the right to grant sublicenses and are non-transferable.

License Property

Licensors Patent Rights shall mean patents with respect to a Target Gene, any claim covering a nucleic acid molecule, polynucleotide, oligonucleotide or nucleotide sequence comprising the sequence of a Target Gene, or its human ortholog, or Mutated Gene or any derivative thereof, a protein, polypeptide or amino acid sequence comprising an expression product of a Target Gene, or its human ortholog, or Mutated Gene, or portion or fragment thereof, a Knockout Mouse containing within its genome the corresponding Mutated Gene, an ES Cell Line or Frozen Sperm containing such Mutated Gene, or uses of any of the foregoing; and any divisions, continuations, re-issues, re-examinations, extensions or other governmental actions which extend any of the subject matter of the patent applications or patents.

ES Cell Line shall mean, with respect to a Target Gene, the embryonic stem cell line used to produce a line of Knockout Mice containing within their genome the corresponding Mutated Gene.

Field of Use

This agreement is for a database and software for use in diagnostic and therapeutic drug development.

License Grant

For the Access Grant, Licensor agrees to provide Licensee with access to the Licensor Database Products solely in accordance with the terms and conditions of this Agreement, and Updated Releases and Updates.

For the Designated Gene Products, during the Access Term and pursuant to the Annual Reporting Mechanism, Licensee shall have the right to use, disclose and transfer Database Information specifically regarding a Designated Gene Product, including to Affiliates of Licensee, academic and third party collaborators, licensees, governmental agencies or offices or otherwise solely for use in the discovery, research, development and/or commercialization of Drug Products.

For the Non-Exclusive License Under Licensor Technology-Research Serine Proteases, during the Access Term, Licensor grants a worldwide, non-exclusive license, with a right to sublicense, under the Licensor Technology to conduct research with respect to Gene Products in the Research Field of Use and to discover, develop, make, have made, use, offer to sell, sell, import, and distribute Drug Products.

For the Non-Serine Proteases. During the Access Term  Licensor grants a worldwide, non-exclusive license, with a right to sublicense, under the Licensor Technology to conduct research and development activities with respect to Gene Products in the Research Field of Use and to discover, develop, make, have made, use, offer to sell, sell, import, and distribute Drug Products.

License Property

The Licensor has certain high-throughput partial cDNA sequencing, cloning, and data analysis
technologies.

Licensor has compiled and is compiling, and owns, certain information and data regarding certain cDNAs in confidential databases which may be useful in the study of biological phenomena.

Licensor owns or has rights in certain patent rights and know-how regarding certain cDNAs as well as certain of the proteins they encode.

Drug Products shall mean any compositions of matter which are ligands or inhibitors of Gene Products which are agonists, antagonists, and/ or modulators of Gene Products, for use in the treatment or prevention of any disease in humans; provided, however, that Drug Product(s) shall not include Therapeutic Protein Products or Antisense Products or Substrates of Gene Products.  Antisense Products shall mean oligonucleotides or modified oligonucleotides derived from or targeted to Gene Product(s) for use in the Antisense Field of Use.

LifeSeq® Database Products shall mean Licensors proprietary database of human Annotation Information and DNA Sequence Information and corresponding cDNA Clones and Full Length Clones.

Field of Use

Therapeutic Field of Use shall mean the treatment or prevention of any disease, state or condition in humans by any means, including without limitation, gene therapy, excluding the Antisense Field of Use. The Therapeutic Field of Use does not include the sale or license of Database Information or Gene Products as research tools, or the use of Database Information or Gene Products to develop database products or services.

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.

License Grant

Pursuant to this agreement, the Licensee has the right to grant sub-licenses to Licensees product.  The Licensee may grant a Sublicense with respect to any Licensee Product for use in the Therapeutic Field, and, the Diagnostic Field.

During the Research term of this agreement, Licensee shall not make any other grant to the related antigens.

License Property

Licensee Product shall mean, with respect to any Licensee Licensed Antigen, any product comprising an Antibody which binds to such Licensee Licensed Antigen, or Genetic Material that encodes such an Antibody wherein, in respect of each Licensee Product, said Genetic Material does not encode multiple antibodies.

Antigens shall mean, collectively, the Research Antigens, Eligible Antigens, Optioned Antigens and Licensed Antigens, and Antigen shall mean any one of the Antigens.

Research Antigens shall mean, collectively, the antigens which are selected by the Collaboration, Licensor or Licensee for use in the Research Program, for which Licensor and Licensee have the right to grant the other party the commercial license, and which are not Optioned Antigens or Licensed Antigens, and Research Antigen shall mean any one of the Research Antigens.

Field of Use

The Commercial Field shall mean, collectively, the Therapeutic Field and the Diagnostic Field.

The Diagnostic Field shall mean the use of Products for the following human medical purposes the detection, diagnosis and monitoring of any disease, predisposition, state or condition in humans or the selection of a particular patient(s) to receive a particular therapeutic treatment(s).

The Therapeutic Field shall mean the use of Products for the following human medical purposes the prevention or treatment of any disease, state or condition in humans.

The goal of the five-year alliance is to develop antibody therapeutics against promising antibody drug targets in the human genome. The candidates are intended to treat a broad range of diseases, including metabolic diseases, cancer, inflammation, and autoimmune disorders.

License Grant

The Licensor grants to the Licensee the worldwide exclusive right in the Bone Disorder Field and the Expanded Therapeutic Field, with the right to grant sublicenses, under the Licensor Program Technology, other than Diagnostic Information, to research, develop, use, manufacture, have manufactured, market, promote, import, export, offer for sale, sell and have sold Products in the Bone Disorder Field and the Expanded Therapeutic Field.

License Property

The Licensor is involved in research programs regarding the use of positional cloning to discover human genes, an objective of which is to discover potential biological targets for use in drug discovery.

The Bone Disorder Field means the use in humans of the HMB-1 gene and/or therapeutic or prophylactic products which modulate or modify the expression, effect, or activity of the HBM-1 Gene or a HBM-1 Pathway Gene for the purpose of treating or preventing Bone Disorders.

HBM-1 Gene shall mean the human high bone mass gene on chromosome 1lq12-ql3 identified  and disclosed pursuant to the terms of the Confidential Information Disclosure Agreement, including the cognate RNA and protein product of such gene.

HBM-1 Pathway Gene shall mean a gene, including its cognate RNA an protein product, associated with or conceived in the course of elucidating, a biochemical pathway of the HBM-1 Gene.

Field of Use

The Collaboration shall develop products in the Bone Disorder Field for humans and the Expanded Therapeutic Field.  Bone disorders relate to bone disease, bone metabolism and bone repair in humans, not including bone marrow, cartilage or connective tissue.

License Grant

Licensor is granting Licensee non-exclusive access to the Databases during the Collaboration Term for purposes of drug discovery research.

For the Non-Exclusive Grant of Access to Licensor controlled Databases, Licensor grants to Licensee and its Affiliates, during the Collaboration Term, the non-exclusive right under the Licensor Technology of access, without the right to permit Third Parties any right of access, to the Licensor controlled Databases for use in the Research Field only.

For the Non-Exclusive Research License Grant under the Licensor Technology to Mutant Mice and Progeny, subject to Licensors pre-existing obligations pursuant to its agreement with the Merck Genome Research Institute, Licensor grants to Licensee and its Affiliates within the Territory, a non-exclusive right and license under the Licensor Technology to use, breed, crossbreed and have bred and cross-bred Mutant Mice and Progeny for use in the Research Field only.

For the Non-Exclusive Research License Grant under the Cre-Lox Technology to Lox Mutant Mice, Cre-Lox Mice, Cre Mice and Progeny,  Licensor grants to Licensee and its Affiliates the non-transferable, except to Academic Collaborators and Corporate Partners, non-exclusive right under the Cre-Lox Technology to use, breed and cross-breed Lox Mutant Mice solely in the Research Field.

For the Non-Exclusive Product Rights under the Licensor Technology,  Licensor grants to Licensee and its Affiliates under the Licensor Technology and within the Territory, during the term of this Agreement and thereafter, the non-exclusive right and license to develop, have developed, manufacture, have manufactured, market, have marketed, sell and have sold Products in the Commercialization Field.

License Property

The Licensor Database is a proprietary relational database comprising Mutant Mice phenotypic data and associated information. The phenotypic information and data present in the Licensor Database can be derived from the study of Mutant Mice produced by the OmniBank method or by Homologous Recombination.

The OrnniBank Library is a library of mouse embryonic stem (ES) cell clones each containing a gene trap in a single gene. The trapped gene is identified by a sequence tag referred to as an OST, as defined herein, which have an average length of approximately 250 base pairs (and no fewer than 100 base pairs). The OSTs identify exons of the trapped genes and are stored in a searchable database. Once a gene of interest has been identified, the corresponding ES cell clone, with a specified gene trap mutation, can be microinjected into host blastocysts to produce knockout mice to study the genes function.

The OrnniBank mutations are created using insertional mutagenesis based on Moloney murine leukemia virus (MoMuLV) and other vectors. The vectors deliver a gene trap construct to the ES cells that allows the expression of a selectable marker gene when the vector has inserted into and trapped exons from a gene. The gene trap vectors also provide for the semiautomated acquisition of OSTs.

Cre-Lox Mouse means any mouse cell or mouse containing a Selected Mutation and which has one or more lox sites in its genome and contains DNA capable of expressing a Cre recombinase protein

Field of Use

The Commercialization Field means the treatment and prevention of human diseases and disorders.

The Research Field means use by Licensee, its Affiliates, Academic Collaborators and/or Corporate Partners, at the internal research facilities of Licensee, its Affiliates, Academic Collaborators and Corporate Partners, for research directed toward the discovery, identification, selection, or characterization of Products.