Royalty Report: Drugs, Antibody, Cancer – Collection: 240604

License Grant

Research: License hereby grants Licensee a non-exclusive, worldwide, non-transferable, royalty-free license for internal use under the Licensor Patents, Licensor Know-How and Licensors interest in the Joint Patents to the extent necessary (i) to permit Licensee to conduct its obligations and (ii) to use and characterize Targets, including, without limitation, the Overlap Targets. The license set forth above includes the right to sublicense.

Pre-Opt-In Products and Licensee Products. Subject to the terms of this Agreement, Licensor hereby grants Licensee a worldwide, exclusive license, including the right to sublicense, under the Licensor Patents, Licensor Know-How and Licensors interest in the Joint Patents (i) to use the Targets (other than Overlap Targets) for the purpose of creating, developing and marketing antibodies for commercial purposes, (ii) to use Antibody Target Candidates and Antibody Targets to make, have made, use, develop and test Antibodies, and (iii) to make, have made, use, develop, test, sell, offer to sell, have sold and import Pre-Opt-In Products and Licensee Products. Such license shall include all human prophylactic and therapeutic indications for Pre-Opt-In Products and Licensee Products and shall be milestone and royalty-bearing as set forth. The exclusivity of the license set forth is subject to Licensors retained rights.

Co-Funded Products:  Licensor hereby grants Licensee a worldwide, co- exclusive license (with Licensor), including the right to sublicense, under the Licensor Patents, Licensor Know-How and Licensors interest in the Joint Patents to make, have made, use, develop, test, sell, offer to sell, have sold and import Co-Funded Products. Such license shall include all human prophylactic and therapeutic indications and shall involve profit-sharing with respect to any such Product in lieu of royalties and milestones.

Licensee Diagnostic Products:  Licensor hereby grants Licensee a worldwide, co-exclusive license, including the right to sublicense, under the Licensor Patents, Licensor Know-How and Licensors interest in the Joint Patents to make, have made, use, develop, test, sell, offer to sell, have sold and import Licensee Diagnostic Products. At the time Licensee identifies a Third Party manufacturer for any such Licensee Diagnostic Product, Licensee may request the co-exclusive license be converted to an exclusive license. Licensor agrees to grant Licensee an exclusive license unless_a diagnostic product for the same Antibody Target has been submitted to the FDA for marketing approval. Such license shall include all human diagnostic indications and shall be, with respect to Licensee Diagnostic Products developed for use with Licensee Products, milestone and royalty-bearing as set forth and shall involve profit-sharing, with respect to Licensee Diagnostic Products developed for use with Co-Funded Products, in lieu of royalties as set forth.   Any exclusive license granted shall be subject to a retained right by Licensor and its licensees to make, have made, use, have used, develop, have developed and test Licensee Diagnostic Products for (i) internal research purposes or (ii) drug discovery, clinical development, pharmacogenomics analysis and inclusion in the labeling of non-antibody therapeutics and prophylactics against the same Antibody Target.

Antibody Inventions:  Licensor hereby grants Licensee a worldwide, exclusive license, including the right to sublicense, under the Antibody Patents that claim Antibody Inventions invented solely or jointly by Licensee to practice such Antibody Inventions for all purposes.

License Property

Product means any therapeutic or prophylactic product developed under this Agreement, for any indication, incorporating all or substantially all of at least one variable region of an Antibody.

Licensee Diagnostic Product means a product that is being or has been developed for detection of an Antibody Target for use with a Licensee Product or a Co-Funded Product.

Antibody Inventions means an Invention directed to Antibodies, including without limitation, composition of matter, methods of manufacture, methods of use, formulations, dosing regimens, etc.

Pre-Opt-In Product means a Product for which Licensor has not made a decision whether to co-fund and for which the Opt-In Period has not expired.

Target(s) means [a gene or gene product from the Target Pool]. The term Target(s)' shall include Antibody T~get Candidates and Antibody Targets, but shall exclude specified Targets if and when such Targets cease to be Targets.

Target Pool means all human orthologues whenever identified, of the Model System Targets.

Field of Use

This agreement pertains to the drug industry to utilize the technology and expertise to identify and characterize targets for the treatment of cancer and precancerous conditions, controlling cell growth, apoptosis, and proliferation, to generate antibodies directed against such targets, and to develop and commercialize novel antibody products for diagnostic, prophylactic and therapeutic uses.

License Grant

For the Research the German Licensor grants a non-exclusive research license under Licensor Background Inventions and Licensors rights in Collaboration Data, Collaboration Materials and Collaboration Inventions, to perform its obligations under the Collaboration Plan.

For the Commercial License,  Licensor grants an exclusive, worldwide license to make, have made, use, have used, sell, have sold, offer for sale, import and have imported Licensed Products for use in the Field directed to such Licensee Target under Licensor Background Inventions, and under Licensors rights in all Patent Rights and Collaboration Inventions and Collaboration Material pertaining to such Licensee Target and Licensed Products, or the uses thereof in the Field.

License Property

Licensors HuCAL Technologies shall mean the HuCAL library and associated technologies.   The library data is for a Design of Human Combinatorial Antibody Library-Fab (HuCAL-Fab).

Field of Use

The field shall mean all therapeutic indications.  With this agreement, the Parties will collaborate in the discovery and development of human monoclonal antibodies against certain specified Licensee Targets,  to generate and characterize antibodies and optimize those antibodies and  use their expertise in developing antibodies in pre-clinical and clinical settings.

The two companies will collaborate on the development of human antibodies for the treatment of cancer.

License Grant

The English Licensor hereby grants to the English Licensee (i) a non-exclusive worldwide sublicense, with the right to grant further Sublicenses, under the Licensed Patent Rights to make, have made, use, import, offer for sale, and/or sell Licensed Products; and (ii) an exclusive worldwide license, with the right to grant Sublicenses, under the Licensor IP to make, have made, use, import, offer for sale, and/or sell Licensed Products.

License Property

US Patent #5,225,539 – Recombinant altered antibodies and methods of making altered antibodies

Licensed Product shall mean a product comprising a Humanized Antibody, the manufacture, use, offer for sale, sale, or importation of which by an unlicensed third party would infringe one or more Valid Claims of the Licensed Patent Rights, or which incorporates Licensor IP or Licensor Inventions.  The term “Licensed Product” does not include chimeric antibodies or murine antibodies.

Humanized Antibody shall mean an antibody that binds to Sphingosine-1-phosphate and is made by Licensor under this Agreement, the antibody comprising murine complementarity determining regions derived from Sphingomabâ„¢ together with human framework regions, and any modifications thereof.

Licensed Patent Rights shall mean the patents and patent applications licensed to Licensor and with respect to which Licensor has the right to authorize and grant sublicenses, as detailed in hereto, including any divisions, renewals, continuations, extensions, reexaminations, reissues, or continuations-in-part (to the extent that any such continuation-in-part claims subject matter as disclosed in the patents and applications listed thereof, as well as any patent that issues from any of the foregoing.

Licensor IP shall mean (i) any Licensor Invention and (ii) all patented and non-patented proprietary technology and information, in any form whatsoever, that is: (a) necessary or useful for making and using the Licensed Products, without regard to whether or not the technology or information is patentable; (b) owned, controlled, or developed by Licensor, as of the Effective Date or hereafter during the term of this Agreement; and (c) provided by Licensor to Licensee hereunder, including, but not limited to discoveries, formulae, materials, practices, methods, knowledge, know-how, processes, trade secrets, ideas, concepts, manufacturing, engineering, standard operating procedures, flow diagrams and charts, quality assurance, quality control data, technical data, manufacturing technology, research data and records, and all other confidential or proprietary technical and business information relating to the humanization of murine antibodies, generation of chimeric antibodies, or any gene expression vectors used in such methods and all improvements or modifications thereto.  For purposes of clarity, Licensor IP includes Licensor Inventions that satisfy (a), (b) and (c), above, while Licensor IP does not include Licensed Patent Rights as defined hereunder.

Licensor Invention shall mean any discovery or invention to the extent (i) made or conceived or reduced to practice by or on behalf of Licensor in the performance of the humanization of Licensees Sphingomabâ„¢ antibody under this Agreement, whether or not patentable, and (ii) covering only generally applicable methods or techniques for humanizing antibody proteins or for constructing a vector or reagent used to humanize or express an antibody.

Field of Use

Licensee’s lead product candidate, Sphingomab™, is a monoclonal antibody (mAb) against sphingosine-1-phosphate (S1P), an innovative and validated cancer target.

Sphingomabâ„¢ is the original mouse version of this monoclonal antibody.

License Grant

The Regents grants to the Licensee a license under its rights in and to Patent Rights to make, have made, use, Sell, offer for Sale and import Licensed Products and to practice Licensed Methods, in the United States and in other countries where The Regents may lawfully grant such licenses, only in the Field of Use.

The Regents grants to the Licensee a license under its rights in and to Property Rights to make, have made and use the Biological Materials to make, have made, use, Sell, offer for Sale and import Licensed Products, or to practice Licensed Methods, in the United States and in other countries where The Regents may lawfully grant such licenses, only in the Field of Use.

License Property

The Certain inventions are generally characterized as:
—  High Affinity Human Antibodies to Novel Tumor Antigens;
—  Bi-specific Single Chain Fv scFv Antibody Molecule; and,
—  Human Erb-B Antibodies.

Field of Use

The Field of Use means use as a therapeutic or diagnostic in humans. The Field of Use specifically excludes providing Licensed Services to third parties; the Sale, transfer, lease, exchange or other disposition or provision of Biological Materials, other than as incorporated in Licensed Products for Sale or as expressly permitted in this Agreement; the making, using or Selling of Biological Materials or Licensed Products for use in drug discovery or as a research reagent (other than for the development of Licensed Products);  the making, using or Selling of Non-Patent Products; and (v) all other uses and applications of Biological Material or Licensed Products, except as expressly permitted in this Agreement.

License Grant

With this agreement, the Licensee allows the Licensor access to its antibody library.

Pursuant to this Antibody Library License agreement, the Japanese Licensor will prepare and deliver to the Licensee of England a Development Plan for the relevant Development Antibody in the Territory and Licensor will thereafter use reasonable commercial efforts to:
– meet the Milestones set out in such Development Plan and to develop and commercialise Diagnostic Antibody Products and/or Therapeutic Antibody Products as the case may be derived from such Development Antibody; and,
– develop such Diagnostic Antibody Products and/ or Therapeutic Antibody Products in a Major Market and to bring those Diagnostic Antibody Products and/or Therapeutic Antibody Products to market in at least one clinical indication in a Major Market within the time frames set out in the Development Plan; and,
– satisfy market demand for such Diagnostic Antibody Products and/or Therapeutic Antibody Products.

If the Parties, or their Affiliates, enter into a Licensee Antibody Product License Agreement comprising terms typically found in agreements of like nature for similar products, to be negotiated in good faith: Licensee shall be granted, to the extent Licensor is able, an exclusive, sub-licensable, license under the Licensor IP to enable it to research, develop and commercialize such Licensee Antibody Products in respect of the relevant Target in any country outside Japan.

License Property

Licensor IP shall mean any Patent Rights, Materials or Know How relating to a Target, Diagnostic Antibody Products, Therapeutic Antibody Products and Other Products which are owned by, or licensed to Licensor, at the Commencement Date or which become owned by or licensed to Licensor ( other than Licensee IP) during the term of this Agreement and any Patent Rights, Materials or Know How owned by or licensed to Licensor ( other than Licensee IP) which relate to a Licensee Library Antibody which has been assigned to Licensor.

Licensor Nominated Targets shall mean the Targets nominated by Licensor and accepted by Licensee for inclusion in the Nominated Target List after the Commencement Date.

Product License shall mean an exclusive, worldwide, sublicensable, royalty bearing license under the Licensee IP to develop, make, have made, use, import, market and sell Development Antibodies, Diagnostic Antibody Products and Therapeutic Antibody Products in the Territory.

Product shall mean a Diagnostic Antibody Product or a Therapeutic Antibody Product.

Field of Use

Licensee is a leader in the field of rapid human antibody discovery, engineering and other related activities in the use of antibodies for target validation, drug design, and the development of proprietary therapeutic and diagnostic products.

This license to be granted to Licensee by Licensor shall only be in respect of the relevant Licensee Antibody Product and shall only be to the extent needed by Licensee to research, develop and commercialize that Licensee Antibody Product in respect of the relevant Target.

License Grant

Licensor grants, in the Field and within the Territory:
– an exclusive right and license, with the right to sublicense, under Licensor’s interests in any Program Patent Rights and Program Technology relating to a Program Antibody, to make, have made, use, sell and import such Program Antibody;

– an exclusive right and license, without the right to sublicense, under Licensor’s interests in any Program Patent Rights directed to one or more Antibodies binding to and reactive with the same Target as a Program Antibody, including compositions containing, methods of using and methods of making such Antibodies, to make, have made, use, sell and import such related Antibodies.

– Licensee may sublicense the rights granted in this clause but only in conjunction with a sublicense under rights to a Program Antibody.

– a non-exclusive right and license, with the right to sublicense, under the Licensor Background Technology to make, have made, use, sell and import Program Antibodies;

– a non-exclusive right and license, with the right to sublicense, under any Patent Rights and Know-How Controlled by Licensor Covering any control antibodies provided by Licensor for the sole purpose of using such control antibodies to evaluate the Program Antibodies; and

– an exclusive right and license, with the right to sublicense, under any Program Patent Rights or other Patent Rights and Know-How Controlled by Licensor Covering each antibody-producing cell line created by Licensor that expresses a Program Antibody provided by Licensor, for the sole purpose of using such cell line to produce the applicable Program Antibody.

License Property

Licensee has designated VEGF-A the initial Target, and Licensor has accepted such Target into the Collaboration.

VEGF-A means the 165 amino acid polypeptide known as Vascular Endothelia Growth Factor-A, or any variant form thereof.

Field of Use

The antibodies are for use in the prevention or treatment of human diseases and conditions.  Field means the diagnosis, prevention, control and treatment of any human disease or condition excluding, until the expiration of the Chiron Exclusivity Period, Cancer. Upon expiration of the Chiron Exclusivity Period, Cancer shall immediately be included within the Field.

License Grant

Swiss Licensor shall grant Swiss Licensee a worldwide exclusive license, with the right to sublicense, under Licensor’s Intellectual Property Rights to develop, use, make, have made, export, commercialize, promote, offer for sale, sell and manufacture the Compound in a respective pharmaceutical product subject to the terms of the Commercialization Agreement.

Licensor hereby grants to Licensee the Maximally Available Target Exclusivity for each Licensor Target during the time required to complete the Discovery Project and until the expiration of the Commercialization Option Period.

License Property

Compound Patents shall have the meaning that Licensor shall be the owner of all patents and patent applications directed to compositions of matter related to any Compound identified by Licensor (the Compound Patents) and upon the execution of a Commercialization Agreement, Licensor shall assign to Licesee the Compound Patents; provided, however:
(i)  Licensee shall be the owner of all patents and patent applications directed to compositions of matter related to any IL-5R/CD3 bispecific antibody and Licensor hereby agrees to assign and hereby does assign all of its rights, title and interest in and to such patent or patent application, and, to the extent a third party that was requested by Licensor to perform any services or create any work and thereby became the owner of any rights specific to Licensee Targets, to secure access and use of such rights and then assign them to Licensee in accordance with this agreement; and (ii) any patent or patent application directed solely to any CD3 Antibody shall be owned by Licensor and Licensor shall grant Licensee a Co-exclusive license to such patent or patent application.

Compound shall mean an Antibody to a Licensee Target.

Target shall mean a secreted or at least partially extra-cellularly exposed protein against which Antibodies shall be discovered.

Antibody/ies shall mean antibody/ies or antibody derivative(s), which also includes antibody fragments and bispecific antibody formats.

Intellectual Property Rights means: (i) any and all European and/or foreign patent applications, letters patent, patents, or any division, continuation, continuation-in-part, reissue, or extension thereof, and any applications (including provisional applications) therefore; (ii) any and all trade secrets, know-how, and trade secret rights arising under the laws of Switzerland and/or laws of foreign countries; and (iii) all rights pursuant to (i) and (ii) hereinbefore as may hereafter come into existence, and all renewals and extensions thereof, regardless of whether such rights arise under the laws of Switzerland or any other state, country or jurisdiction.

Field of Use

This agreement pertains to the drug industry.

License Grant

Subject to Third Party rights the United Kingdom Licensor, government organization, grants to the United Kingdom Licensee during the continuance of this Agreement the following rights and licenses under the Patent Rights and the Technology on the following conditions:
For the Exclusive Rights:
Licensor grants the exclusive right and license under Licensee License Conditions to identify, develop, make, have made, import, market and sell selective antibodies for human in vivo use and includes using an antibody gene as a therapeutic entity in gene therapy provided always that Licensee will grant up to six exclusive sub-licenses to develop, make, have made, use, import, market and sell a specific antibody product directed at a particular antigen, for the avoidance of doubt it is declared antibodies derived from  SCID Hu mice would count within this total, to the Collaborative Centre, but excluding any right of access or license to use Licensee Libraries, with the right for the Collaborative Centre to sub-sub license for royalties payable by the Collaborative Centre to Licensee and on financial terms.

And, the exclusive right and license under Licensee License Conditions to use antibodies as part of a medical, but not a research, procedure involving in vitro selection of Rare Cell Population for therapy or diagnosis.

And, the exclusive right and license under Licensee License Conditions to provide Antibody Isolation Services for third parties.

And, the exclusive right and license under Licensee License Conditions to use and exploit commercially in any way whatsoever the inventions the subject of the patent and its corresponding patents for Diabodies except in the following fields of use:
(a) biosensors;
(b) therapeutic products which include mammalian retroviruses encoding diabodies as a fusion with viral coat proteins; and
(c) diabodies generated from combinations of four specific antibodies.

And, the exclusive right and license under Licensee License Conditions to use molecules isolated by the Technology for use in the manufacturing process of pharmaceutical products or intermediates.

And, the exclusive right and license under Licensee License Conditions to develop, make, have made, use, import, market and sell Catalytic Antibodies or Research Products.

And, for Co-exclusive rights:
the co-exclusive right and license for Licensee under Licensee License Conditions to improve. develop, make, have made, import, market and sell antibodies originally isolated by hybridoma derived methods from non-primate sources which have been humanized using CDR grafting techniques the subject of the patent known as Winter l, derived from the UK Patent application UK 860 7679 filed 27 March 1986-and US Parent Application 903776.

And, the co-exclusive right and license for Licensee under Licensee License Conditions to use antibody structural information to design non-antibody drug candidates.

And, for Gene-sequencing and analysis rights,  the exclusive right and license under Licensee License Conditions to use antibody repertoires and libraries and antibodies isolated from them in the identification, analysis and validation of targets for therapeutic, diagnostic or prophylactic entities arising from gene sequencing data and analysis provided always that Licensor shall have the right, which for the avoidance of doubt it is declared and agreed does not include any right of access to or license to use the Licensee Libraries, to grant collaborative licenses.

And, for the Third Party License, a non-exclusive license to third party companies who are licensed by Licensor to use and exploit other Licensor pending or granted patent rights or technology which third
parties focus and which other Licensor rights are not principally in the field of therapeutic antibodies.

And, for the non-exclusive rights,  the non exclusive right and license under Licensee License Conditions for all purposes other than those specifically excluded.

This Party agreement is, in relation to such a target, an exclusive license to develop, make, have made, market and sell only therapeutic antibodies to any such target; and, in relation to such a Product which is an actual or potential therapeutic antibody an exclusive license to develop, make, have made, market and sell only such therapeutic antibody.

License Property

Products means any product or formulation whose development, manufacture, use or sale would, absent a license, infringe the Patent Rights or utilize the Technology.

Catalytic Antibodies means antibodies which bind to and catalyze the chemical transformation of a substrate and in which an antibody binding region is involved in said catalysis.

Patents include: Cloning Immunoglobulin Variable Domain Sequences; Methods for producing members of specific binding pairs; Production of chimaeric antibodies, a combinational approach; Production of anti-self antibodies from antibody segment repertoires and displayed on phage; Methods for producing members of specific binding pairs; SBP members with a chemical moiety covalently bound within the binding site production and selection thereof; Recombinant Binding Proteins and Peptides; and, Treatment of cell populations.

Field of Use

The use of the antibodies is intended for medical procedure, not research.  

The third party rights are for the field of human drug therapy by antibodies directed against the CD4-binding domain of the HIV-1 gp 120 protein.

License Grant

Licensee shall receive upon request a non-exclusive license to Licensor’s proprietary technologies for use with respect to targets, that are not collaboration targets, in the Field.

License Property

The licensed property is proprietary antibody Human Engineeringâ„¢ and bacterial cell expression technologies.

All inventions, and all patent applications claiming such inventions, and know-how arising out of the activities of the parties under this Agreement will be jointly owned regardless of inventorship, subject to pre-existing agreements pursuant to which third parties have been granted rights related to technologies in-licensed from such third parties.

Field of Use

The agreement is for antibody products in the field of oncology for human applications worldwide.

License Grant

By this agreement each Partys technology and expertise is applied as part of a program for the generation, screening and validation of therapeutics directed against certain targets in the Notch signaling pathway, and to provide for the development and commercialization of such therapeutics.

For the Research Licence, Licensor agrees to grant a worldwide, non-exclusive license, with the right to grant and authorize sublicenses, under the Licensor Licensed IP, under Licensors Sole Collaboration IP, and under other Collaboration IP and the Yale Licensed IP to the extent exclusively licensed to Licensor, during the Research Term, to perform its obligations and carry out any tasks or activities pursuant to the Research Plan, including the right to practice any methods or processes.

For the Collaboration Reagents and Collaboration Assays, Licensor agrees to grant a worldwide, non-exclusive license, under Licensors Sole Collaboration IP, under any other Collaboration IP to the extent licensed exclusively to Licensor by Licensee under this Agreement, and under Yale Licensed IP to the extent licensed exclusively to Licensor by Licensee under this Agreement to make and use Collaboration Reagents and Collaboration Assays, solely for purposes of Licensee internal research, including screening, but only to the extent such research is not directed to any Collaboration Targets, or, not done in collaboration with a Third Party, and to research, develop, make, and have made, use, sell, offer for sale and import any Licensee Reagent Products that result from activities within the license, subject to Licensors right to negotiate.

For the Screening License, Licensor agrees to grant a worldwide, non-exclusive license, under the Yale Patents to the extent exclusively licensed to Licensor, to screen Small Molecule Compounds against the Collaboration Targets.

License Property

Licensor is a health care company that has expertise and capability in developing and marketing human biopharmaceuticals and has research and development programs.

Licensor Screening Product means any human therapeutic or prophylactic product that comprises or incorporates any Small Molecule Compound and that is identified or developed by or on behalf of Licensor, where the methods or materials used for so identifying or developing that Small Molecule Compound are Covered by a Valid Claim of a Yale Patent and is not a Licensed Product.

Collaboration Reagent means any hybridomas, antibodies, including rodent, phage, or rabbit, but not humanized antibodies or human antibodies generated by means other than phage, and other non-antibody reagents that are created or made by or on behalf of a Party, or the Parties jointly, during the Research Term pursuant to the Research Plan, excluding; Collaboration Assays; any Licensed Products; and cell lines to the extent useful for producing Licensed Products.

Field of Use

The collaboration agreement is for the discovery and development of therapeutics to target cancer, inflammatory diseases, and tissue growth and repair. The collaboration combines the intellectual property and biological capabilities of both companies to target proteins and genes that are involved in cell proliferation and differentiation.

Licensee is a drug discovery company that has expertise and proprietary technology relating to the Notch signaling pathway.

License Grant

Research License; Supply of Mice; Materials ownership:
Licensor hereby grants to Licensee, a Japanese corporation, and the Majority-Owned Affiliates of Licensee, solely as needed to exercise the rights that may be granted, a paid-up, non-exclusive license and/or sublicense of its rights, as the case may be, under the Licensed Technology, without the right to grant further sublicenses, to (i) Breed the XenoMouse Animals included solely for use in the Research Field in connection with activities described in subsections (ii) and (iii) of this Section 2.1.1, (ii) immunize such XenoMouse Animals solely with those Antigens that are Permitted Antigens at the time of immunization and (iii) use the Research Program Materials and Information solely for conducting research and development work within the scope of the Research Field.

Licensor hereby grants to Licensee, and the Majority-Owned Affiliates of Licensee solely as needed to practice the rights that may be granted in accordance with this agreement, a paid-up, non-exclusive license and/or sublicense, as the case may be, of its rights in the Licensor Materials and Information and all intellectual property rights Controlled by Licensor related thereto that are not licensed to Licensee pursuant to the license in subsection (a) above, solely to the extent that the Licensor Materials and Information are necessary or useful to Licensees practice of the license granted in subsection (a) above.

Option to enter into Product License Agreement:
Licensor hereby grants to Japanese Licensee an exclusive option (an 'Option') to enter into a Product License Agreement with respect to those Permitted Antigens which have been designated as Product Antigens, as further described. Each calendar year during the term of this Agreement, Licensee may obtain up to Two (2) such Options with respect to Product Antigens, pursuant to the procedures set forth.

License Property

Licensed Technology shall mean the rights Controlled by Licensor in the Licensor Patent Rights and Licensor Know-How; provided, however, that the foregoing shall exclude the Excluded Technology.

Product shall mean (i) with regard to the Option Agreement, any composition which incorporates or is derived from (a) an Antibody that binds to a Product Antigen or (b) Genetic Material encoding such an Antibody, wherein in respect of each Product, said Genetic Material does not encode multiple Antibodies; and (ii) with regard to a Product License Agreement, any composition which incorporates or is derived from (a) an Antibody that binds to the Product Antigen (as defined in such Product License Agreement) or (b) Genetic Material encoding such an Antibody wherein, in respect of each Product, said Genetic Material does not encode multiple Antibodies.

Product Antigen shall mean (i) with regard to the Option Agreement, a Permitted Antigen as to which Licensee has obtained an Option, as further described in the Option Agreement; and (ii) with regard to a Product License Agreement, the Antigen described in the Product License Agreement.

Xenomouse Animals shall mean transgenic mice which are Controlled by Licensor and which contain unrearranged human immunoglobulin genes that are capable of producing human antibodies when immunized with an antigen.

XenoMouseâ„¢ is a leading technology for generating fully human antibody drugs useful in treating a wide range of diseases.

Field of Use

Field shall mean the use of Products (i) for human therapeutic, prophylactic and diagnostic medical purposes and as laboratory research reagen.

XenoMouseâ„¢ is a technology to enable the rapid generation of high affinity, fully human antibody product candidates to essentially any disease target appropriate for antibody therapy.

Research Field shall mean the immunization of XenoMouse Animals with Permitted Antigens, the use of materials derived or generated in whole or in part from such XenoMouse Animals that are so immunized, and the use of the XenoMouse Animals themselves, solely for the creation, identification, analysis, manufacture, research, and preclinical development of Products in the Field. For purposes of clarification, it is understood that 'immunization' of XenoMouse Animals with a Permitted Antigen includes the immunization of XenoMouse Animals with any formulation or construction of a Permitted Antigen, regardless of the three dimensional configuration of such Permitted Antigen, including, but not limited to, cell lines expressing such Permitted Antigen on their cell surface and chimeric molecules containing such Permitted Antigen; provided, however, that any research, development or use of Antibodies that bind to an excluded Antigen (other than to determine whether they bind to a Permitted Antigen) shall be outside of the scope of the licenses granted under the Option Agreement.

License Grant

The purpose of this agreement is to establish a research collaboration to apply such Licensors technology and expertise to the identification and characterization of targets that mediate the effect of test compounds in model organisms, and to provide for the development and commercialization, based on such research, of novel prophylactic, therapeutic and diagnostic products or new indications or expanded labeling for existing products.

The parties desire to establish a technology sharing program that relates to its high throughput lead optimization technology, and Licensor will transfer to Licensee its proprietary technology that relates to genetics and molecular biology in C. elegans and Drosophila.

Licensor grants a limited, non-exclusive, non-transferable, worldwide, perpetual license to use and practice the Licensors Core Technology, Core Technology Patents, and any Improvement Inventions made solely by Licensor to the Licensees Core Technology solely for its own internal research and discovery efforts in the Field.

Licensor grants a limited, non-exclusive, non-transferable, world-wide, perpetual license to use, adapt, reproduce, modify, localize, and create derivative works of the FlyTag Database, provided that all such uses of the FlyTag Database are solely for Licensees internal or collaborative research purposes, are used in the same manner, and subject to the same terms and conditions, as apply to the FlyTag Database Research Results.

For Research Results, Licensor grants an exclusive, worldwide, royalty-bearing license to use Research Results pertaining to Selected Targets, Product Targets, Mammalian Targets and Pursued Disclosed Targets for research and drug discovery and development in the Field, and to research, develop, import, use, sell, offer for sell, and commercialize Collaboration Compounds, Licensed Products and New Indications in the Field.

For Target Patents, Licensor grants a non-exclusive, worldwide, royalty-bearing license under any Patents that are Controlled by Licensor or its Affiliates and claim any of the Research Results and/or any Selected Targets, Pursued Disclosed Targets or Mammalian Targets, solely to discover, research and develop Collaboration Compounds, Licensed Products, and New Indications in the Field, and to research, develop, import, use, sell, offer for sell, and commercialize Licensed Products and New Indications in the Field.

For Novel Target Patents, Licensor grants an exclusive, worldwide, royalty-bearing license under any and all Novel Target Patents that, but for the license granted hereunder, would be infringed by the manufacture, use or sale of Gene Products and other Biotherapeutics, solely to discover, research, develop, import, use, sell, offer for sell, and commercialize Gene Products and Biotherapeutic Products.

License Property

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

A Novel Target means a mammalian orthologue of a Selected Target, which orthologue was identified by or on behalf of Licensor pursuant to work conducted under the Mode of Action Program.

An Unlinked Related Target means a Related Target that, at the time of identification of such target by Licensee or Licensor, is not Known to be a target for drug discovery.

A Biotherapeutic Product means any therapeutic or prophylactic product for treatment or prevention of diseases or conditions in humans that comprises or incorporates an antibody against a Mammalian Target, or an antisense compound based upon a Mammalian Target sequence, or a gene therapy product based upon the sequence of a Mammalian Target.

A Diagnostic Product means a product that facilitates identification of patients having a particular disease or having a predisposition to a particular disease, and/or monitors the prognosis or progression of a disease in a patient, by the detection of either sequence differences in different alleles of a Mammalian Target, or the presence or absence of a certain Mammalian Target, or the presence or absence of the protein product of a certain Mammalian Target.

A Gene Product means any therapeutic or prophylactic product for treatment of humans that comprises or incorporates the gene product of a Mammalian Target or a mutein or fusion protein based thereon.

A Pharmacogenomic Product means a product that is primarily used to select between two or more therapeutic or prophylactic regimens for a human, wherein at least one such therapeutic or prophylactic regimen involves a compound that could be used to treat and/or prevent a disease, and where the selected regimen is judged based on the use of the pharmacogenomic product to be of most likely benefit and/or to do the least harm to a patient, and provided that such selection is made based on the genotype of such human at certain genetic loci (including by detection of certain protein products indicative of the necessary genotype) as determined by use of such product to detect either sequence differences in different alleles of a Mammalian Target, or the presence or absence of a certain Mammalian Target, or the presence or absence of the protein product of a certain Mammalian Target.

The FlyTag Database means the sequence data within the database maintained by Licensor under the name FlyTag as of the Effective Date in the form previously released by Licensor to a contractual partner

Field of Use

The Field is the treatment, prophylaxis and diagnosis of disease in humans.  Licensee is a multinational health care company that has expertise and capability in developing and marketing human pharmaceuticals and has research and development programs in the area of medicinal chemistry.

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 German Licensee a non-exclusive, worldwide license, under the Licensor Licensed Patents to Exploit Licensed Products other than BiTE Products and BiTE Research Products.

Licensor grants an exclusive, worldwide, perpetual, irrevocable, non-terminable, license, with the right to grant and authorize the grant of sublicenses, under the Licensor Licensed Patents to Exploit any BiTE Products and BiTE Research Products.

License Property

Licensed Product means any SCA Product, Non-Human SCA Product, Research Product, Industrial SCA Product, BiTE Product, or BiTE Research Product, the composition, manufacture, use of which is claimed by one or more Valid Claims of the Consolidated Patent Portfolio.

This additional amendment added patent 5,223,409, entitled Directed evolution of novel binding proteins.

BiTE Product means any composition or formulation consisting of, containing or comprising a bi-specific Single Chain Antibody expressed as a single polypeptide chain, binding to T-cells for the diagnosis, prophylaxis or treatment of human or non-human diseases or conditions, but excluding any BiTE Research Product.

Diagnostic SCA (Single Chain Antibodies) Product means an SCA Product that is under development, approved or used for the diagnosis of human diseases or conditions.

Licensee Pipeline Product means any Licensed Product, other than a BiTE Product or BiTE Research Product, as to which Licensee obtains or retains Commercialization Rights, whether exclusive or co-exclusive, in one or more Major Market Countries, or Licensee or any of its Affiliates has filed or will file an IND in its own name.

Industrial SCA Product means any composition or formulation consisting of, containing or comprising one or more Single Chain Antibodies intended for any use other than for research or the diagnosis, prophylaxis, or treatment of disease or conditions in humans and other animals.

Licensor Pipeline Product means any Licensed Product as to which Licensor obtains or retains Commercialization Rights, whether exclusive or co-exclusive, in one or more Major Market Countries, or Licensor or its Affiliates has filed or will file an IND in its own name.

Non-Human SCA Product means any composition or formulation consisting of, containing or comprising one or more Single Chain Antibodies under development, approved or used for the diagnosis, prophylaxis or treatment of non-human diseases or conditions, but excluding any BiTE Products.

Research Product means a product consisting of, containing or comprising one or more Single Chain Antibodies used for research purposes and not intended, under development or used for the diagnosis, prophylaxis or treatment of human or non-human diseases or conditions, but excluding any BiTE Research Product.

SCA Product means any composition or formulation consisting of, containing or comprising one or more Single Chain Antibodies that is under development, approved or used for the diagnosis, prophylaxis or treatment of human diseases or conditions, but excluding any BiTE Product.

Field of Use

The field of use is Products for Radioimmunoguided Surgery™ (RIGS®), in which a radiolabelled Single Chain Antibody is administered to a cancer patient; time elapses for preferential concentration of the radiolabelled Single Chain Antibody in neoplastic tissue and decrease of background radioactivity in the patient; and such preferentially concentrated radiolabelled Single Chain Antibody is detected within a surgical operative field by a detector probe placed in juxtaposition with tissue suspected of containing said radiolabelled Single Chain Antibody, and,

Reagents and kits in the research market for production and cloning of genes encoding Single Chain Antibodies and their fusions in a filamentous bacteriophage-derived vector system, and for expression and screening of Single Chain Antibodies fused with the minor coat protein or attachment or adsorption protein of filamentous bacteriophage, and,

Single Chain Antibodies fused with, or for the assay or purification of, Tumor Necrosis Factor alpha (TNF-a) or Lymphotoxin, and, Single Chain Antibodies that bind to OP-1 or related proteins.

License Grant

Licensor grants to Swiss Licensee and to Licensee’s Affiliates, during the Commercialization Term, the exclusive (even as to Licensor) right and license under the Licensor Know-How and Licensor Patents to (i) market, promote, and detail Nutley Dac in the Licensee Territory solely for use in Transplant Induction, and (ii) to sell and offer for sale Nutley Dac in the Licensee Territory under the Trademarks. In addition, Licensor grants to Licensee and to Licensee’s Affiliates, the nonexclusive right under the Licensor Know-How and Licensor Patents to make, have made, use and import Nutley Dac, but only to the extent reasonably necessary for Licensee to carry out its rights and obligations under this Second Amended and Restated Worldwide Agreement. Licensee may sublicense the rights and licenses granted to Licensee, subject to Licensor’s written consent, which consent Licensor may not unreasonably withhold. It shall be deemed reasonable for Licensor to withhold consent with respect to sublicense by Licensee of any of the rights or licenses to any other entity that is developing (in at least one Phase II clinical trial with directional human efficacy data), or marketing or selling in a Major Country any product for the treatment of any Autoimmune Indication. Notwithstanding the preceding sentence, Licensee and its Affiliates may use Third Party distributors in accordance with their customary practices. All sublicenses granted by Licensee or its Affiliates of the licenses set forth in this agreement shall automatically terminate at the end of the Commercialization Term.

License Property

Nutley Dac shall mean the FDA-approved form of Daclizumab manufactured at Licensee’s Nutley, New Jersey facility as of the Amendment Effective Date.

Daclizumab shall be deemed to be a Licensed Product, a humanized antibody now known by the generic name daclizumab, which binds to the interleukin-2 receptor (“IL-2R”). Daclizumab means any product that contains humanized anti-Tac (as defined under Field).

Licensed Product means any product, other than an Excluded Product, in the Field, including any Combination Product, the making, importation, use, offer for sale, or sale of which utilizes Licensee Know-How, Licensee Patents, or Joint Inventions or would, in the absence of this Second Amended and Restated Worldwide Agreement, infringe a Valid Claim of a Licensee Patent.

Combination Product means any product containing both an ingredient that causes it to be considered a Licensed Product and one or more other therapeutically active ingredients.

Other Licensed Products means all Licensed Products other than Daclizumab.

Licensor Patents means all patent applications owned or Controlled by Licensor alone or with a Third Party (“Sole Licensor Patents”) and all patent applications resulting from Joint Inventions (“Joint Licensee-Licensor Patents”) Covering Daclizumab, which are filed prior to or during the term of the 1989 Agreements, the 1999 Agreements or this Second Amended and Restated Worldwide Agreement in the United States or any foreign jurisdiction, including any addition, continuation, continuation-in-part or division thereof or any substitute application therefor; any patent issued with respect to such patent application, any reissue, extension or patent term extension of any such patent, and any confirmation patent or registration patent or patent of addition based on any such patent; and any other United States or foreign patent or inventor’s certificate covering products in the Field.

Licensor Patent Rights:
Patent No. 5,585,089, “Humanized Immunoglobulins,” issued December 17, 1996.
Patent No. 5,693,761, “Polynucleotides Encoding Improved Humanized Immunoglobulins,” issued December 2, 1997.
Patent No. 5,693,762, “Humanized Immunoglobulins,” issued December 2, 1997.
Patent No. 6,180,370 “Humanized Immunoglobulins and Method of Making the Same”, issued January 30, 2001.

Trademarks means the trademark “Zenapax®,” and all trademark registrations and applications therefor, and all goodwill associated therewith, and all other trademarks owned by Licensee (except for any Licensee housemarks or trade names) and used in connection with the sale or promotion of Nutley Dac in the Licensee Territory.

Licensor Know-How means, except as otherwise set forth, all inventions, discoveries, trade secrets, information, experience, data, formulas, procedures and results in the Field, and improvements thereon, including any information regarding the physical, chemical, biological, toxicological, pharmacological, clinical, and veterinary data, dosage regimens, control assays and specifications of Daclizumab.

Licensee Patents means both the Licensee Owned Patents and the Licensee Controlled Patents.

Licensee Owned Patents means all patent applications owned by Licensee or its Affiliates (“Sole Licensee Patents”) alone or with a Third Party, and all patent applications resulting from Joint Inventions (“Joint Licensee-Licensor Patents”) covering inventions in the Field that are filed prior to or during the term of this Second Amended and Restated Worldwide Agreement in the United States or any foreign jurisdiction, including any addition, continuation, continuation-in-part or division thereof or any substitute application therefor; any patent issued with respect to such patent application, any reissue, extension or patent term extension of any such patent, and any confirmation patent or registration patent or patent of addition based on any such patent; and any other United States or foreign patent or inventor’s certificate covering inventions in the Field. Licensee Owned Patents as of the Effective Date are, specifically, those listed.
Serial No. 60/416,302 – Use of IL-2 Receptor Antibodies

Joint Inventions means any inventions in the Field, whether patented or not, that are jointly made during the period beginning on January 31, 1989 and continuing until the end of the Commercialization Term by at least one (1) Licensor employee or person contractually required to assign or license patent rights covering such inventions to Licensor and at least one (1) Licensee-Nutley or Licensee employee or person contractually required to assign or license patent rights covering such inventions to Licensee-Nutley or Licensee.

Field of Use

Field means any humanized or chimeric antibody that binds to IL-2R, where “humanized” means a genetically engineered combination of a substantially human framework region and constant region, and complementarity determining regions from non-human antibodies, and where “chimeric” means a genetically engineered combination of human constant region and non-human variable region. “Antibodies in the Field” means humanized and chimeric antibodies that bind to IL-2R. It is believed that these Antibodies in the Field may be useful for therapeutic, diagnostic, imaging and similar purposes. It is understood that the Field includes, but is not limited to, that certain humanized murine monoclonal antibody prepared against the p55 component of IL-2R (“humanized anti-Tac”). Furthermore, the Field includes, but is not limited to, all improvements relating to humanized anti-Tac, including without limitation modifications in structure introduced by genetic engineering, or by chemical or enzymatic cleavage. Also included within the Field shall be alternate hosts for producing humanized anti-Tac, methods for purification, formulations incorporating humanized anti-Tac, and uses and methods of use for humanized anti-Tac in human medicine.

Daclizumab is a therapeutic humanized monoclonal antibody which was used for the treatment of adults with relapsing forms of multiple sclerosis.

License Grant

For the research license, Licensor grants a non-exclusive, non-transferable license, under the Licensor Technology to immunize the Mice to make Antibodies against such Antigen, and to further evaluate the Antibodies generated during the Evaluation Period.

For the commercial license,  Licensor grant the following licenses, on an Licensee Target-by-Licensee Target basis:
– a worldwide, exclusive, non-transferable license, with the right to grant a sublicense to its Affiliates, under the Licensor Technology to immunize the Mice to make Antibodies against such Licensee Target, and
– a worldwide exclusive license under the Licensor Technology, with the right to sublicense, to make, have made, import, have imported, use, offer for sale and sell Products containing Antibodies against such Licensor Target.

Licensee shall have no right to grant sublicenses to use the Mice, but may grant sublicenses under
the Licensee Technology to the extent necessary to develop, make, have made, import, use, offer for
sale and sell Products.

License Property

Licensor is the sole and exclusive owner of certain transgenic_ Mice (as defined below) useful for the preparation of fully human monoclonal antibodies;

Licensor Technology includes the Confidential Information and Mice, and patent rights which claims an invention which is necessary for the use of the Mice to prepare the Antibodies or to develop, produce, make, have made, import, have imported, use, offer for sale and sell the Antibodies.

The Product shall mean any composition or formulation comprising one or more Antibodies, or a portion thereof, for the diagnosis, prophylaxis or treatment of human disease.

Licensee Target shall mean an Antigen selected by Licensee for immunization of Licensors HuMAb mice to generate human antibodies directed against an Antigen, in each case, which Licensor has informed Licensee is available for licensing.

HuMAb -Mouse technology is a transgenic mouse system that creates high affinity, fully human antibodies instead of mouse antibodies. Using standard, well proven laboratory techniques, scientists can produce these antibodies in a matter of months.

Field of Use

Licensee desires to use the Mice to evaluate their utility for the development of fully human monoclonal antibodies against specific antigens.

Incorporating this technology into Licensee's broad drug discovery program will significantly enhance Licensee continuing efforts to identify new drug candidates.

License Grant

Sellers hereby grants to Buyer an exclusive, limited to the Anthrax Field, worldwide, perpetual license under the Technology to Develop and Commercialize Products intended for use in the Anthrax Field, with the right to grant sublicenses.

License Property

Technology means Know-How or intellectual property owned, or licensed, by Seller reasonably necessary or useful in connection with the development or commercialization of pharmaceutical products incorporating human monoclonal antibodies.

The AVP Anthrax Patents constitute all patents and patent applications owned by Sellers necessary or useful for the exploitation of the Product and the conduct of the Product Line Operations.

Licensed Product means the Product as licensed or approved by any applicable Regulatory Authority or any product Developed or Commercialized under a sublicense of the rights granted under the Asset License in this Agreement.

Field of Use

Buyer received a limited exclusive license to use Sellers's proprietary Xenerexâ„¢ Technology platform to develop future human monoclonal antibodies targeted against Bacillus anthracis.

License Grant

With this agreement, the French Licensee will receive an exclusive worldwide license to develop, manufacture and commercialize MM-121. Licensor will retain potential co-promotion rights in the United States.

Licensor grants the French Licensee an exclusive right and license, with the right to grant sub licenses, under Licensed Technology and Licensed Patent Rights, including Licensors rights to Joint Technology and Joint Patent Rights, to research, have researched, develop, have developed, make, have made, use, offer for sale, sell, have sold, import and export Collaboration Compounds and Licensed Products in the Field in the Territory.

This agreement includes a non-exclusive grant-back from Licensee to Licensor.

License Property

Licensor has rights to a monoclonal antibody, known as MM-121, with binding affinity to the ErbB3 protein.
MM-121 is a monoclonal antibody designed to block signaling of the ErbB3 receptor, a member of the epidermal growth factor (EGF) receptor family.  

The Collaboration Compound means MM121, or, any antibody fragment of MM-121, including any Fab, F(ab)2, Fv, and scFv fragments, or the primary molecular target of which is ErbB3.  ErbB3, also known as HER3, is a transmembrane receptor belonging to the epidermal growth factor (EGF) receptor family.

MM-121 is currently in Phase 1 clinical testing.

Licensed Technology means the Diagnostic Technology and the Therapeutic Technology.

Field of Use

Field means all human and veterinary fields of use, including therapeutic, prophylactic and diagnostic uses in all possible indications.

MM-121 a genetically engineered antibody designed to block a receptor on cells known as ErbB3. That’s thought to be an important new target for cancer drugs, because it’s a member of the epidermal growth factor receptor family of proteins, which are known to amplify cell proliferation that can give rise to out-of-control tumors.

The ErbB3 receptor is a novel target known to be a key mediator of signaling in the ErbB pathway (also known as the EGFR or HER pathway) – a signaling network that impacts a broad array of cancers. By targeting ErbB3, MM-121 is believed to have a broad application across cancer as both a monotherapy and in combination with other therapeutics.

License Grant

On the Effective Date the Parties have terminated a certain Collaboration Agreement, and with this agreement, the Parties desire to reallocate the rights and responsibilities of the Parties with respect to further research and development of the GM-CSF Target.

Licensor grants to Licensee of Germany an exclusive, worldwide, license under the Licensor Licensed Technology to Exploit Licensed Products.

Licensor grants a worldwide, non-exclusive, perpetual, irrevocable and non-terminable license under the Collaboration Patents, as defined in the Collaboration Agreement, with the right to grant and authorize the grant of sublicenses, to Exploit Licensed Products.

License Property

BiTE Product means any composition or formulation consisting of or comprising a bi-specific Single Chain Antibody expressed as a single polypeptide chain, binding to T-cells.

GM-CSF Target means the whole or part of the human granulocyte macrophage-colony stimulating factor identified by the SWISS-PROT entry name CSF2 HUMAN and accession number P0414 l.

Single-Chain Antibodies
Antibodies are proteins produced by the body's immune system in response to the presence of antigens, such as bacteria, viruses or other disease causing agents. Antibodies of identical molecular structure that bind to a specific target are called monoclonal antibodies. Single-chain antibodies are genetically engineered antibodies that incorporate only the antigen binding domains of an antibody. Thus, SCAs have the binding specificity and affinity of monoclonal antibodies; however, in their native form they are only one-fifth to one-sixth the size of a monoclonal. The small size of SCAs typically gives them shorter half-lives than monoclonal antibodies, making them better suited for use in acute indications or in other indications where the large size of a monoclonal antibody would inhibit the compound from reaching the area of potential therapeutic activity. In addition, SCAs are a well-established discovery format-of-choice in generating antibodies from phage or yeast display libraries.

Field of Use

The field for Patent 5,223,409 is solely in the field of manufacture, use or sale of Single Chain Antibodies.

The field of use for this agreement otherwise is limited to not include the right to exploit the Products for Radioimmunoguided Surgery(TM), Reagents and kits in the research market for production and cloning of genes encoding Single Chain Antibodies and their fusions in a filamentous bacteriophage-derived vector system, and for expression and screening of Single Chain Antibodies fused with the minor coat protein or attachment or adsorption protein of filamentous bacteriophage, and, Single Chain Antibodies fused with, or for the assay or purification of, Tumor Necrosis l Factor alpha (TNF-a.) or Lymphotoxin.

Companies will collaboration to identify and develop antibody-based therapeutics for the treatment of inflammatory and autoimmune diseases.

License Grant

Licensor grants an exclusive license in the Territory under the Licensor Technology solely for the purpose of conducting research and development activities on the Research Antigens and evaluating EOSs interest to exercise the Options.

Licensor grants an exclusive Option for each Research Antigen designated to obtain the Exclusive License set forth during the Option Period.

If Licensee elects to exercise its option to acquire an Exclusive License with respect to a particular Research Antigen, and Licensee pays the Option Exercise Fee, then subject to the terms and conditions of this Agreement, and commencing as of the date that Licensor has received the Option Exercise Fee from Licensee, Licensor is automatically deemed to grant, and in such event hereby grants, to Licensee, on a Research Antigen-by-Research Antigen basis, a worldwide, exclusive, even as to Licensor, nontransferable, royalty-bearing license under the Licensor Technology, with the right to sublicense, to discover, have discovered, to develop, have developed, make, have made, import, have imported, export, have exported, use, sell and have sold Products directed toward such Research Antigen within the Field in the Territory.

License Property

Licensor owns or controls intellectual property rights relating to certain drug conjugation and linker technology.

The licensors patents and technology are for Antibodies, Research Antigens, Exclusive Antigens, and Jointly-Invented Inventions Related thereto.

Antigen means any protein, including any glyco- or lipo-protein, carbohydrate, compound or other composition, and any fragment, peptide or epitope thereof, to which an antibody hinds.

Product means any and all products where the manufacture, sale or use of such products would have constituted a misappropriation of Drug Conjugation Technology, Licensor Know-How, Improvements or New Technologies, and/or an infringement of the Licensed Patents but for the licenses granted in this Agreement.

The binding of an antibody to the surface of a cancer cell rarely induces cell death by itself.  Enhancing the potency of antibodies through the linkage of drug payloads provides a means to selectively kill cancer cells while limiting damage to normal tissue.

Field of Use

The Parties will collaborate to use Licensor's toxic payload technology with Licensee's proprietary monoclonal antibodies directed against novel cancer targets derived from their analyses of the human genome.