Royalty Report: Drugs, Cancer, Therapeutic – Collection: 240474

$150.00

Curated Royalty Rate Report
Category: Technology Licenses, Created On: 2022-04-28, Record Count: 8

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: 8

Primary Industries

  • Drugs
  • Cancer
  • Therapeutic
  • Disease
  • Delivery
  • Genome
  • Drug Discovery
  • Proteins

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: 240474

License Grant
Licensor hereby grants to Licensee a license under the Licensor Patents to the extent necessary to conduct research and development of, and to make, have made, use, offer for sale, sell, have sold and import all Licensed Products throughout the world during the term of this Agreement, which license shall be exclusive (except as to Licensor) in the Shared Territory and shall be exclusive (even as to Licensor) outside of the Shared Territory except that Licensor shall retain such rights in Licensor Patents as shall be necessary to perform its obligations under this Agreement.
License Property
ONYX-015 means any and all formulations of the genetically engineered adenovirus DL1520 described in US Patent Numbers 5,677,178 and 5,846,945 that selectively replicates in and kills cancer cells based on abnormal p53 pathway function and is currently in clinical trials sponsored by Licensor.

Licensor Patent means a Patent that (A) is Controlled by Licensor, and (B) claims any Invention, or the composition of matter, manufacture, and/or use of ONYX-015 or a Licensed Product (or any part or aspect of a Licensed Product), or any technology necessary to research, develop or commercialize Licensed Products, and including Licensors interest in any Joint Patents.

5,801,029 – Cytopathic viruses for therapy and prophylaxis of neoplasia
5,846,945 – Cytopathic viruses for therapy and prophylaxis of neoplasia
5,677,178 – Cytopathic viruses for therapy and prophylaxis of neoplasia

Gene Product means the adenovirus product selected by Licensee. The parties collaborate to identify a Gene Product based on incorporation of a specific gene, selected by Licensee and encoding a specific member of one of three classes of proteins, into ONYX-015, or another adenovirus agreed to by the Parties that selectively replicates in and kills cancer cells based on abnormal p53 pathway function, for the purpose of expressing in cancer cells a particular protein with useful anti-cancer activity.

Independent Product shall have the meaning If, Licensee either (A) is not deemed to be diligent(b) or (c) or terminates Development as to a Licensed Product, in each case after the filing of an IND therefor and prior to the End of Phase II Clinical Trials for such Licensed Product, or (B) fails to fulfill its obligations with respect to diligent Development of a Licensed Product after the End of Phase II Clinical Trials.

Pro-Drug Product means the adenovirus product selected by Licensee to identify a Pro-Drug Product based on incorporation of a gene for a prodrug activating enzyme into ONYX-015, or another adenovirus agreed to by the Parties that selectively replicates in and kills cancer cells based on abnormal p53 pathway function, for the purpose of activating a prodrug into a specific active drug form.

Licensed Product means Local/Regional ONYX-015, Systemic ONYX-015, the Pro-Drug Product (upon selection of the Selected Drug System pursuant to this agreement(b)) or the Gene Product (upon selection of the Selected Gene pursuant to this agreement(c)), but excluding those of the foregoing that become Independent Products unless and until such time as Licensee exercises its buy-back rights under this agreement or that become Terminated Products.

Local/Regional ONYX-015 means the unmodified ONYX-015 currently in clinical trials sponsored by Licensor, and including any formulation thereof, such as, but without limitation, lyophilized formulations, mouthwash formulations, and formulations that stabilize ONYX-015 for storage at refrigerated or room temperature, but excluding modified formulations that comprise Systemic ONYX-015.

Field of Use
ONYX-015 is a novel therapy that uses a genetically modified virus to kill cancer cells.  Onyx-015 is an adenovirus that has been genetically altered so that it only replicates in cells that are lacking a gene called P-53, which is a known tumor suppressor. Because cancer cells lack the gene, the virus multiplies in them and ultimately destroys them. It has no effect on normal cells.

IPSCIO Record ID: 248957

License Grant
Licensor grants to Licensee an exclusive (except as to Licensor) license under the Licensor Patents to the extent necessary to conduct research and development of, and to make, have made, use, offer for sale, sell, have sold and import Licensed Products in the Shared Territory during the term of this Agreement.

Licensor hereby grants Licensee a paid-up non-exclusive license to use Licensor Know-How in the Shared Territory to the extent necessary to research, develop and Commercialize the Licensed Products during the Research Term and while Licensee is co-promoting the applicable Licensed Product in the Shared Territory.

License Property
ONYX-015 means any and all formulations of the genetically engineered adenovirus DL1520 described in US Patent Numbers 5,677,178 and 5,846,945 that selectively replicates in and kills cancer cells based on abnormal p53 pathway function and is currently in clinical trials sponsored by Licensee.

5,677,178 – Cytopathic viruses for therapy and prophylaxis of neoplasia
5,846,945 – Cytopathic viruses for therapy and prophylaxis of neoplasia

Neoplasia is the formation or presence of a new, abnormal growth of tissue.

Gene Product means the adenovirus product selected by Licensor.  The parties collaborate to identify a Gene Product based on incorporation of a specific gene, selected by Licensor and encoding a specific member of one of three classes of proteins, into ONYX-015, or another adenovirus agreed to by the Parties that selectively replicates in and kills cancer cells based on abnormal p53 pathway function, for the purpose of expressing in cancer cells a particular protein with useful anti-cancer activity.

Independent Product shall have the meaning If, Licensor either (A) is not deemed to be diligent(b) or (c) or terminates Development as to a Licensed Product, in each case after the filing of an IND therefor and prior to the End of Phase II Clinical Trials for such Licensed Product, or (B) fails to fulfill its obligations with respect to diligent Development of a Licensed Product after the End of Phase II Clinical Trials.

Pro-Drug Product means the adenovirus product selected by Licensor to identify a Pro-Drug Product based on incorporation of a gene for a prodrug activating enzyme into ONYX-015, or another adenovirus agreed to by the Parties that selectively replicates in and kills cancer cells based on abnormal p53 pathway function, for the purpose of activating a prodrug into a specific active drug form.

Licensed Product means Local/Regional ONYX-015, Systemic ONYX-015, the Pro-Drug Product (upon selection of the Selected Drug System pursuant to this agreement(b)) or the Gene Product (upon selection of the Selected Gene pursuant to this agreement(c)), but excluding those of the foregoing that become Independent Products unless and until such time as Licensor exercises its buy-back rights under this agreement or that become Terminated Products.

Local/Regional ONYX-015 means the unmodified ONYX-015 currently in clinical trials sponsored by Licensee, and including any formulation thereof, such as, but without limitation, lyophilized formulations, mouthwash formulations, and formulations that stabilize ONYX-015 for storage at refrigerated or room temperature, but excluding modified formulations that comprise Systemic ONYX-015.

Field of Use
The rights granted apply to the drug industry.

IPSCIO Record ID: 202789

License Grant
Pursuant to prior agreements between Licensor and a University, and Licensor and a third party for the technology development, the Licensor has the right to sublicense the technology to the Licensee.  Licensor grants to the Licensee the identical terms that it receives, and this amendment identifies the royalty rate and patent application information and expands the field of use to exclusive and include sales.

In the original sublicense agreement Sublicensor grants to Sublicensee a non-exclusive, perpetual, non-cancellable sublicense to manufacture, have manufactured, use and research Licensed Products and to otherwise exploit Licensed Technology, but only for research purposes and not for commercial use, in the Field throughout the Territory, including the right to grant further sublicenses, it being intended that the sublicense herein granted covers all rights of Sublicensor in the Licensed Subject Matter in the Field and in the Territory.

The original License the University grants to this agreement Licensor, an exclusive license to manufacture, have manufactured, use and/or sell the Licensed Produces, to practice any method, process or procedure and to otherwise exploit the Licensed Subject Matter, within the Licensed Territory for use within the field.

License Property
The technology is U.S. Provisional Patent Application No. 61/512,244 TUSC2 Therapies for Cancer; Methods of predicting a response to a TUSC2 (also known as FUS1) therapy, improved constructs of TUSC2 preparations including use of a “mini-CMV promoter” and TUSC2 therapy combined with EGFR TKI drugs,  UTSC.P1085US.

The original agreement license property is
Patent and technology rights for U.S. and Foreign Patent Application entitled
•Methods and Compositions for the Selective Inhibition of Gene Expression
•Australia Serial No. 15704/92; Canada Serial No. 2108144; European Serial No. 92908663-5; and
•Methods and Compositions for Retroviral Vector Mediated Transduction, Continuation-in-part U.S. Serial No. 960513; and
•Methods and Compositions for the Selective Inhibition of Gene Expression, Continuation-in-part U.S. Serial No. 987235; and
•Recombinant p53 Adenovirus Methods and Compositions, Continuation-in-part U.S. Serial No. 145826;
•An Adenovirus Supervector System, Continuation-in-part patent has not been filed yet; and
•Recombinant p53 Adenovirus Methods and Compositions, U.S. Serial No. 224232; and
•Methods and Compositions Comprising DNA Damaging Agents and p53, Continuation-in-part patent has not been filed yet; and
•Use of Lectins for the Delivery and Translocation of Genetic Material Across Cell Membranes, patent has not filed yet; and
•Reconstruction of a-FAS/APO-1 Mediated-Apoptosis in Human Cancer Cells by Adenovirus-Mediated transduction of the Wildtype p53 Gene, patent has not filed yet

Field of Use
This agreement is for the drug industry relating to cancer therapy.

Cancer can spread when cells’ natural cancer suppression functions are impaired. The tumor suppressor gene called Tumor Suppressor Candidate 2, or TUSC2 (which was formerly known as FUS1) has been shown to affect both cell proliferation and apoptosis. TUSC2 is a pan-kinase inhibitor, which means that it has the ability to inhibit multiple kinase receptors, such as EGFR and platelet-derived growth factor receptor, or PDGFR. TUSC2 is frequently inactivated early in the development of lung cancer, and loss of TUSC2 expression in NSCLC is associated with significantly worse overall survival compared to patients with normal TUSC2 expression. Many types of cancer cells, including approximately 85% of NSCLC cells, lack expression of TUSC2.

IPSCIO Record ID: 244658

License Grant
The Parties have an acquisition agreement.  Upon consummation of the Acquisition, the Parties desire to establish a new cooperative development program intended to discover, develop, and certify for use in humans one or more new pharmaceutical products.

Licensor grants an exclusive, worldwide license under the Ad Interferon-beta Product Licensor Patents and the Ad Interferon-beta Product Technology to develop, research, make, have made, use, have used, sell, offer for sale, import and have sold the Ad Interferon-beta Product in the Cancer Field and the Beta Interferon Field .

For the Manufacturing License,  Licensor will provide a transferable, limited license or subiicense as the case may be under the Licensor Technology and the Licensor Patents to manufacture such Clinical Vectors and Commercial Vectors to the extent necessary to enable Licensee to manufacture quantities of the Clinical Vectors and Commercial Vectors that otherwise would have been supplied by Licensor to Licensee under this Agreement, solely for use and application by Licensee for the uses and applications in the Territory that would be permitted under this Agreement with respect to such Clinical Vectors and Commercial Vectors purchased from Licensor.

Licensor grants a license, with right to grant sublicenses, under the Licensor Technology and the Licensor Patents to research, develop, manufacture, have manufactured, use, import, export, offer to sell or sell Products in the Territory.

Licensor grants  a nonexclusive, worldwide license, with right to sublicense to Contractors permitted under this Agreement,  to the Licensed Technology, other than the Applied Licensor Technology, as designated in the applicable Project Plan and Budget, and under any Licensor Patents, other than the Exhausted Licensed Patents and the Exempted Licensed Patents, as designated in the applicable Project Plan and Budget, which would, but for this license grant, be infringed by Licensees performance of its Development Tasks solely as necessary for performance of Licensees Development Tasks during and in the course of any approved Development Project.

In addition to the other rights granted under this Agreement, Licensor hereby grants an option to acquire a license, with the right to grant sublicenses, to Licensor Technology, that is not otherwise designated as Applied Licensor Technology in the applicable Project Plan and Budget, and under any and all Targeted Patents, that are not designated as Exhausted Licensor Patents or as Exempted Licensor Patents in the applicable Project Plan and Budget.

License Property
The patents include Adenovirus Vectors for Gene Therapy, and, .Method of Reducing an Immune Response to a Recombinant Adenovirus.

AAV Interferon-beta Product means a Product incorporating the Beta Interferon Gene and any AAV Vector as the delivery platform.

AAV Vector means an adeno-associated viral vector useful or potentially useful for the delivery of Genes to human cells.

Ad Interferon-beta Product means the Product incorporating the Beta Interferon Gene and an Ad Vector that is the subject of the Ad Interferon-beta Project.

Ad Vector means an adenoviral vector useful or potentially useful for the delivery of Genes to human cells.

Field of Use
Beta Interferon Field means the treatment or prevention in humans of one or more diseases through the use or application of one or more gene therapy vectors to deliver Genes; such Genes being defined herein as the Beta Interferon Genes.

Cancer Field means the treatment or prevention in humans of one or more cancers through the use or application of AAV Vectors or Ad Vectors.

IPSCIO Record ID: 305612

License Grant
Licensor grants a worldwide, exclusive license to make, use, sell, offer to sell, import, export and otherwise exploit the Licensed Subject Matter.
License Property
Licensor is a research company owns or controls certain technology related to ADP Vectors, and desires to conduct further research relating to such ADP Vectors and other matters.  Distinct ADP Vectors means ADP Vectors differing in one or more distinct substantive functions that result in materially different therapeutic effects as to safety and/or efficacy and/or to materially different types of cancer that can be treated.

Licensed Subject Matter means the Collaboration Technologies, the Patent Rights, and, to the extent owned or Controlled by Licensor, any inventions. discoveries and other subject matter covered by or relating to the Patent Rights including, without limitation, the Related Materials.

Licensed Product means a product, composition or material the manufacture, sale or use of which would, but for the license granted herein, directly infringe a Valid Claim in the country for which such product, composition or material is sold, or solely for the purposes of Licensees royalty obligations, a commercial product within the Licensed Subject Matter comprising an ADP Vector.

ADP vector means any composition comprising both DNA or a nucleotide construct, that expresses or promotes the expression of an E3 11.6K protem, or any analog, homologue, variant or derivative of such protein; and a viral vector that is replication competent in at least some cells, alone or in combination with other subject matter. It is understood that an ADP Vector may, in addition, include other subject matter, such as a p53 gene or another gene construct.

The patents include
Replication-Competent Anti-Cancer Vectors;  A Method to Restrict the Rephcatton of Replication-Competent Adenovirus Vectors to Neoplastic Cells;  Recombinant Adcnovirus Vectors that are Replication-Competent in TERT-Expressing Cells;  A Method to Restrict the Replicationcompetent Adenovirus Vectors to Neoplastic Cells.

Field of Use
The purpose is to discover/develop different therapeutic effects as to safety and/or efficacy and/or to materially different types of cancer.

Licensee develops gene therapy products for the treatment of cancer.

IPSCIO Record ID: 291138

License Grant
University hereby grants to Licensee and the Covered Affiliates for the term of this Agreement the worldwide right and license, with the right to grant sublicenses, to develop, have developed, make, have made, use, have used, import, have imported, sell, offer for sale and have sold University Licensed Products under the Group 1 Patents in all fields of use. Such right and license shall be non-exclusive to Licensee.

Group 2 License Grant. University hereby grants to Licensee and the Covered Affiliates for the term of this Agreement the worldwide right and license, with the right to grant sublicenses, to develop, have developed, make, have made, use, have used, import, have imported, sell, offer for sale and have sold University Licensed Products under the Group 2 Patents in all fields of use. Such right and license shall be non-exclusive to Licensee in the LSD Field.  Subject to this Agreement, such right and license shall be exclusive to Licensee outside the LSD Field.

University hereby grants to Licensee and the Covered Affiliates for the term of this Agreement the worldwide right and license, with the right to grant sublicenses, to develop, have developed, make, have made, use, have used, import, have imported, sell, offer for sale and have sold University Licensed Products under the Group 3 Patents in in all fields of use.   Subject to this Agreement, such rights and license shall be exclusive to Licensee.

License Property
Group 1 Patents means the following patents
US 6,475,769 – Methods and cell line useful for production of recombinant adeno-associated viruses
US 7,238,526 – Methods and cell line useful for production of recombinant adeno-associated viruses

Group 2 Patents means the following patents
US 6,759,237 – Adeno-associated virus serotype 1 nucleic acid sequences, vectors and host cells containing same
US 7,186,552 – Adeno-associated virus serotype 1 nucleic acid sequences, vectors and host cells containing same

Group 3 Patents means
US 7,056,502 – Recombinant aav vectors with AAV5 capsids and AAV5 vectors pseudotyped in heterologous capsids

University Licensed Product(s) means products that in the absence of this Agreement would, where and when made, used, sold, or imported, infringe at least one issued claim or pending claim of University Patent Rights; and products that are made using a process or machine that in the absence of this Agreement would, where and when used, infringe at least one issued claim or pending claim of University Patent Rights. All University Licensed Products intended to deliver the same Gene shall be considered a single University Licensed Product for purposes of this Agreement.

University Patent Rights means those patents and patent applications listed in this Agreement and all foreign counterparts thereof, as well as continuation, continuation-in-part, provided that such continuation-in-part relates directly to existing patents or patent applications and not to any new matter, divisional and re-issue applications
thereof, together with any and all patents issuing thereupon or upon any foreign counterparts thereof; provided, however, that Licensee acknowledge that the invention relating to non-invasive delivery of transgenes into the bloodstream, which is disclosed in Example 6 of International Patent Application No. PCT/USO1/13000 (M2304PCT), and in a US CIP application No. 09/955,444 (N2605), was made at University following termination of the research under the Sponsored Research Agreement.  Licensee hereby acknowledge that they have no rights in this invention relating to non-invasive delivery of transgenes into the bloodstream, as defined in these applications and divisionals, continuations, re-examinations, re-issues, and any foreign counterparts thereof, and any patents issuing therefrom. Licensee agree that they will not make or pursue any claims that this invention as so defined is or should have been part of the University Patent Rights.

Gene means any nucleotide sequence that is capable of encoding, or of causing or modulating the expression of, a proteiin, protein fragment, or other genetic element.  For the purposes hereof, a Gene having 90% homology to that of another Gene, and which expresses essentially the same protein for at least one biological function, shall be considered the same Gene as such other Gene.

LSD Field means the prevention, treatment, or cure of lysosomal storage diseases whether by in vivo or ex vivo means (together with preparation, research, development, and attempts to do the foregoing).

Cancer Field means the prevention, treatment or cure of malignancies whether by in vivo or ex vivo means together with preparation, research, development, and attempts to do the foregoing).

TNFr/Inflammatory Field means the prevention, treatment, or cure of any disease or diseases in whole or in part through use or delivery of the TNFr Gene or any other Gene acting in the Inflammatory Pathway, whether by in vivo or ex vivo means (together with preparation, research, development, and attempts to do the foregoing).

Field of Use
This agreement pertains to the drug industry relating to Gene Therapy.

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.

IPSCIO Record ID: 250968

License Grant
For the Exclusive License,  Licensor grants an exclusive, worldwide license, with the right to sublicense, to Licensor Intellectual Property that relates to a Joint p53-PMO Item, solely in the Licensee Field, to research, develop, make, have made, use, import, put into use, modify, distribute, offer for sale, sell and have sold Licensed Licensor IP Products and to practice Licensed Licensor IP Methods during the term of this Agreement.

For the Semi-Exclusive License, Licensor shall grant a semi-exclusive, worldwide license to Licensor Intellectual Property that relates to a Joint p53-PMO Item, solely in the Joint Field and within the context of such joint development activities with Licensor, to research, develop, make, have made, use, import, put into use, modify, distribute, offer for sale, sell and have sold Licensed Licensor IP Products and to practice Licensed Licensor IP Methods during the term of this Agreement.

License Property
The patents licensed include Antisense Oligonucleotides to p53, and, Methods and compositions for selectively treating cancer cells characterized by p53 expression, and, Therapeutic Oligonucleotides targeting human MDR-! and MRP Genes, and, Methods and compositions for treatment of cancer using Oligonucleotides, and, Methods and Compositions for Cellular Reprogramming.

p53 is a protein.  PMO refers to  phosphorodiamidate morpholino oligomer chemistry.

Antisense drugs targeting p53 is a well-studied human protein that controls cellular response to genetic damage.

Field of Use
Licensees main field of interest in p53-PMO technology is as a potential target for antiviral therapies, and the Parties wish to cooperate in the development and commercialization of therapies using p53-PMO technology in other fields.
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