Royalty Report: Drugs, Disease, Drug Discovery – Collection: 245901

$150.00

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

Description

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

Primary Industries

  • Drugs
  • Disease
  • Drug Discovery
  • Therapeutic
  • Diagnostic
  • Proteins
  • Antibody
  • Cancer
  • Assay
  • Alzheimer’s disease
  • Diabetes Treatment
  • Parkinsons Disease

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: 245901

License Grant
Licensor hereby grants to the Belgium Licensee an exclusive royalty-bearing right and license, with the right to grant sublicenses, under the Licensor Intellectual Property and Licensors interest in the Collaboration Intellectual Property, to research, develop, make, have made, import, export, use, sell, offer for sale, have sold, distribute, promote, commercialize and otherwise exploit Collaboration Products in the Field in the Territoty; provided, however, that Licensor retains the right under the Licensor Intellectual Property and the Collaboration Intellectual Property to perform Licensors obligations under this Agreement, including conducting the activities set forth in the Joint Plan and Budget.
License Property
Collaboration Product means a Compound, or a pharmaceutical product containing a Compound which product is in any form or formulation or combination, delivery or production system ( e.g., cell lines that produce the protein or peptide therapeutic), or package configuration. For clarity and purposes of this Agreement, antibodies, antibody fragments, chemical compounds, antisense therapeutics, RNA and DNA therapeutics are not Collaboration Products, and 'Collaboration Product' shall not include Licensor Compositions, where 'Licensor Composition' means any active pharmaceutical ingredient ( other than a Compound) whose composition of matter, or method of manufacture or use, is claimed in or embodies any Patent Rights or Know-How solely or jointly with a Third Party owned or controlled by Licensor or any of its Affiliates which was discovered by Licensor or any of its Affiliates outside of the Research Collaboration.

Compound means any native, mutated, or chimeric protein or peptide therapeutic that directly modulates a Target (a 'Target Modulator') and was identified, and such modulation confirmed, by Licensor or Licensee in the performance of the Research Collaboration. For clarity and purposes of this Agreement, antibodies, antibody fragments, chemical compounds, antisense therapeutics, RNA and DNA therapeutics are not Compounds or Target Modulators.

Collaboration Intellectual Property means Collaboration Know-How and Collaboration Patent Rights.

Field of Use
Licensee will utilize Licensor’s proprietary AMP-Rx protein design technology to create a novel therapeutic of Licensee’ selection optimized for improved pharmaceutical characteristics and therapeutic benefits for the treatment of diabetic eye diseases.

IPSCIO Record ID: 280326

License Grant
The parties wish to enter into a collaboration employing Licensees medicinal chemistry, analytical chemistry and primary biology capabilities and Licensors chemistry, in vitro biology, and in vivo biology capabilities, in order to develop and commercialize pharmaceutical compounds subject to and in accordance with the terms and conditions of this Agreement (the “Collaboration”).

License to Commercialize Collaboration Compounds – With respect to all Collaboration Compounds for which Licensee has received Licensors approval to develop and commercialize, Licensor grants to Licensee a worldwide, exclusive license, with the right to sublicense, under the Licensor IP and Licensor’s interest in the Collaboration IP, to make, have made, use, sell, offer to sell and import Collaboration Compounds, and/or Collaboration Products based on such Collaboration Compounds, for any and all uses and indications in the Licensee Field.

License to Compounds (Other than Collaboration Compounds) Derived from Licensee Compounds –  Licensor grants to Licensee a worldwide, perpetual, exclusive, royalty-free license, with the right to sublicense, under Licensors interest in the Collaboration IP, to exploit for any and all purposes all compounds (other than Collaboration Compounds) derived, directly or indirectly, from Licensee Compounds.

Research Licenses – The Parties hereby grant each other non-exclusive, worldwide, royalty-free research licenses, without the right to sublicense, under their respective interests in the Licensee IP, Licensor IP and Collaboration IP, in order for each Party to perform its research obligations pursuant to Research Plans during the Collaboration Term.

License Property
Collaboration Compound shall mean a Licensee Compound or a Non-Exclusive Compound or a compound that is derived, directly or indirectly, from a Licensor Compound, Licensor Compound, or Non-Exclusive Compound; in each case, that modulates the biological activity of a Collaboration Target at a level of potency to be established by the JRC.  A compound shall be deemed to have been derived directly from another compound if it (i) is the result of a chemical modification made to such a compound, (ii) is otherwise obtained from a chemical synthesis program based on one or more such compounds, (iii) is based on proprietary structure-activity data obtained from the testing of one or more such compounds, or (iv) is specifically or generically within the scope of one or more claims of any patent application or patent filed by Licensee or Licensor or their Affiliates to protect any compound in category (i), (ii) or (iii) above.  A compound shall be deemed to have been derived indirectly from another compound if it is the result of a series of iterations of any or all of (i) through (iv) above.  For purposes of clarity, any compound synthesized in the course of the Collaboration and based on a Licensor Compound, Licensee Compound, or Non-Exclusive Compound which is active against a Collaboration Target at the level of potency established by the JRC shall be deemed a Collaboration Compound.

Licensee IP shall mean Licensee Patents and Licensee Know-how.  Licensee IP shall not include any intellectual property owned or licensed by Licensee or its Affiliates relating to the ECLiPSâ„¢ technology (i.e., the creation or use of encoded combinatorial libraries or any tag and/or marker compounds).

Field of Use
Licensee Field shall mean, with respect to each Collaboration Compound for which Licensee has received approval to develop pursuant, all human and animal disorders and diseases treated by modulation of a Collaboration Target by such Collaboration Compound.

Licensor Field shall mean, with respect to each Collaboration Compound, all human and animal disorders and diseases treated by modulation of a Collaboration Target by such Collaboration Compound.

The primary objective of the alliance is to identify active molecules and bring them forward to clinical proof of concept, yielding novel candidates for drug development in various therapeutic areas.

IPSCIO Record ID: 279355

License Grant
License to Commercialize Collaboration Compounds –  Licensor grants to Licensee a worldwide, exclusive license, with the right to sublicense, under the Licensor IP and Licensors interest in the Collaboration IP, to make, have made, use, sell, offer to sell and import Collaboration Compounds, and/or Collaboration Products based on such Collaboration Compounds, for any and all uses and indications in the Licensee Field.

License to Compounds (Other than Collaboration Compounds)  Derived from Licensee Compounds – Licensor grants to Licensee a worldwide, exclusive license, with the right to sublicense, under the Licensor IP and Licensors interest in the Collaboration IP, to make, have made, use, sell, offer to sell and import Collaboration Compounds, and/or Collaboration Products based on such Collaboration Compounds, for any and all uses and indications in the Licensee Field.

License Property
Collaboration Product shall mean a pharmaceutical product containing a Collaboration Compound that is sold by Licensee or Licensor, or their respective Sublicensees or Affiliates.  It is understood that, in the event any Collaboration Compound is sold for therapeutic purposes, such Collaboration Compound shall be deemed a Collaboration Product and shall be subject to milestones and royalties as set forth in this Agreement.

Collaboration Compound shall mean a Licensor Compound or a Non-Exclusive Compound or a compound that is derived, directly or indirectly, from a Licensee Compound, Licensor Compound, or Non-Exclusive Compound; in each case, that modulates the biological activity of a Collaboration Target at a level of potency to be established by the JRC.  A compound shall be deemed to have been derived directly from another compound if it (i) is the result of a chemical modification made to such a compound, (ii) is otherwise obtained from a chemical synthesis program based on one or more such compounds, (iii) is based on proprietary structure-activity data obtained from the testing of one or more such compounds, or (iv) is specifically or generically within the scope of one or more claims of any patent application or patent filed by Licensor or Licensee or their Affiliates to protect any compound in category (i), (ii) or (iii) above.  A compound shall be deemed to have been derived indirectly from another compound if it is the result of a series of iterations of any or all of (i) through (iv) above.  For purposes of clarity, any compound synthesized in the course of the Collaboration and based on a Licensee Compound, Licensor Compound, or Non-Exclusive Compound which is active against a Collaboration Target at the level of potency established by the JRC shall be deemed a Collaboration Compound.  Joint Research Committee or “JRC” shall mean the entity organized to manage the scientific implementation of the Collaboration.

Licensee IP shall mean Licensee Patents and Licensee Know-how.

Collaboration IP shall mean Collaboration Patents and Collaboration Know-how.  Collaboration IP shall not include Licensor IP or Licensee IP.

Licensor IP shall mean Licensor Patents and Licensor Know-how.  Licensor IP shall not include any intellectual property owned or licensed by Licensor or its Affiliates relating to the ECLiPSâ„¢ technology (i.e., the creation or use of encoded combinatorial libraries or any tag and/or marker compounds).

Licensee Patents shall mean all Patents in the Territory Controlled by Licensee or its Affiliates as the effective date, or any other Patent Controlled by Licensee during the Term; in each case, necessary for the discovery, development, manufacture, importation or use of one or more Collaboration Compounds and/or the development, manufacture, use, sale, importation or commercialization of corresponding Collaboration Products.

Licensor Patents shall mean all Patents in the Territory Controlled by Licensor or its Affiliates as the Effective Date, or any other Patent Controlled by Licensor during the Term; in each case, necessary for the discovery, development, manufacture, importation or use of one or more Collaboration Compounds and/or the development, manufacture, use, sale, importation or commercialization of corresponding Collaboration Products.

Collaboration Patents shall mean (i) all patents and patent applications claiming any invention or discovery which was conceived or reduced to practice during the Collaboration Term and in the course of the Collaboration, by employees or agents of Licensee, Licensor or any of their respective Affiliates, either alone or jointly (including, without limitation, the synthesis and composition of matter of any Collaboration Compound, or method of use thereof; and (ii) any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions or other governmental actions which extend any of the subject matter of the patent applications or patents in (i) above, and any substitutions, confirmations, registrations, revalidations, or additions of any of the foregoing, in each case, which is owned or Controlled, in whole or part, by license, assignment or otherwise by Licensor or Licensee during the term of this Agreement; provided, however, that Collaboration Patents shall not include any Licensee Patents or Licensor Patents.

Licensor Compound shall mean any compound brought to the Collaboration by Licensor, which is Controlled by Licensor at or after the Effective Date, and which is proprietary to Licensor by virtue of being within the Licensor IP.

Field of Use
The primary objective of the alliance is to identify active molecules and bring them forward to clinical proof of concept, yielding novel candidates for drug development in various therapeutic areas.

Licensor Field shall mean, with respect to each Collaboration Compound for which Licensor has received approval to develop pursuant, all human and animal disorders and diseases treated by modulation of a Collaboration Target by such Collaboration Compound.

Licensee Field shall mean, with respect to each Collaboration Compound, all human and animal disorders and diseases treated by modulation of a Collaboration Target by such Collaboration Compound.

IPSCIO Record ID: 248094

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

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

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

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 222558

License Grant
For the Compounds and Products, Licensor grants an exclusive license under the Licensor Technology and Licensors interest in the Collaboration Technology, exclusive even as to Licensor and its Affiliates, to make, have made, use, sell, offer to sell, import and export Agreement Products in the Territory. It is understood that such licenses shall include the right to conduct drug research and development, and the exclusive right to discover, develop, make, have made and use Agreement Compounds, during the term of this Agreement.

For the Collaboration Target-Specific Technology, Licensor grants an exclusive license, exclusive even as to  Licensor and its Affiliates, under all of Licensors interest in the Collaboration Target-Specific Technology for any and all purposes in the Territory, including the right to grant sublicenses.

For the Collaboration Platform Technology, upon conclusion of the Collaboration Term, the Parties each  grant, to the other a co-exclusive license under their respective interests in the Collaboration Platform Technology in the Territory, as follows  the Parties may each use such Collaboration Platform Technology for any and all internal uses, including without limitation, in collaboration with Third Parties for drug discovery.

For the Columbia Sublicense, Licensor grants a non-exclusive sublicense, without the right to sublicense, under the Columbia License, to make, have made, use, offer to sell, sell, import and export Agreement Products in the Territory, including, without limitation, the right to decode Library Compounds.

License Property
Licensor has developed proprietary technologies relating to the design and preparation of encoded compound libraries based upon combinatorial chemistry.  'Licensor Technology' shall mean Existing Licensor Patent Rights, Existing Licensor Know-How, and Licensor Improvements (with some exceptions).

Product means any Agreement Product or Licensees Product.

Agreement Product shall mean any product containing an Agreement Compound, including, without limitation, products for the therapeutic or prophylactic treatment or prevention of diseases and conditions in human beings or animals.

Licensees Product shall mean any product for the therapeutic or prophylactic treatment or prevention of diseases and conditions in human beings containing a Licensee Compound, provided such Licensee Product is not a Combination Product containing both a Licensee Compound and an Agreement Compound.

Active Compound shall mean a Library Compound that demonstrates activity against a specific Target, which Library Compound was found to have such activity at a concentration set forth in the applicable Collaboration Research Plan during screening of one or more Libraries by Licensor in the conduct of the Collaboration or was found to have such activity during screening by or on behalf of Licensee.

Licensor's combinatorial chemistry technology as an important component in our ongoing efforts to accelerate the drug discovery process and to identify lead compounds for development as new therapeutic entities.'

Field of Use
This agreement field relates to assays, compound screening methods and biological research tools used to design, prepare and screen compound libraries against Licensees biological targets.

IPSCIO Record ID: 280819

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.

IPSCIO Record ID: 279318

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

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

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

IPSCIO Record ID: 299303

License Grant
Licensor shall grant to Irish Licensee and any Licensee Development Partner of whom Licensee provides written notice to Licensor an exclusive, worldwide, royalty-bearing license and right under the Licensor Patent Rights and/or any other patents, patent applications or intellectual property owned or licensed by Licensor (with the right to license or sublicense), which claim or cover a given Licensee Development Product or its manufacture or use to make, have made, use, sell, offer to sell, import, export, develop, commercialize and manufacture such Licensee Development Product. During the pendency of each Licensee Project and for a period of eighteen months (18) thereafter, Licensor covenants that it will not conduct any activities on its own behalf or on behalf of a Third Party which relates to or encompasses the Licensee Target that is the subject of such Licensee Project.
License Property
Antibody Evolution means the alteration of the nucleic acids encoding an Immunoglobulin by saturation mutagenesis as described in the Licensor Patent Rights, by means other than Antibody Phage Display.

Licensor Patent Rights means the inventions patentable under applicable patent law that are claimed in the patent applications and patents listed (a) hereto and all divisions, continuations, continuations-in-part, applications claiming priority thereto, and substitutions thereof; all foreign patent applications corresponding to the preceding applications; all U.S. and foreign patents issuing on any of the preceding applications, including extensions, reissues and re-examinations; and any patents or patent applications, whether now existing or obtained in the future, owned or controlled by Licensor containing a claim that is dominating over the foregoing patent rights (i.e., is necessarily infringed by the practicing of a claim in one of the foregoing applications); and any patents or patent applications covered by any Licensor Third Party Licenses, a list of which is set forth.
6,171,820 – Saturation mutagenesis in directed evolution
6,479,258 – Non-stochastic generation of genetic vaccines

Licensor Evolution Technologies means the inventions patentable under applicable patent law that are claimed in the Licensor Patent Rights which both (a) are owned or controlled by Licensor and (b) either (i) comprise evolution of a gene and/or gene pathway by changing more than 50% of the codons and/or amino acids of such gene and/or genepathway to more than 50% of every other possible codon and/or amino acid or such gene and/or gene pathway, or (ii) comprise evolution of a gene and/or gene pathway by creating and screening a non-stochastically produced library of molecules by combining tragments of a plurality of genes chosen by design to reassemble compleete genes and/or gene pathways according to the patentable methods embodied by inventions described in the Licensor Patent Rights.

Licensed Immunoglobulin means (a) with respect to the licenses and rights granted, any Immunoglobulin discovered, isolated or characterized by Licensor through the use of Antibody Evolution, and (b) with respect to the licenses granted, Licensed Immunoglobulin includes any Immunoglobulin discovered using Antibody Evaluation but outside the Manufacturing Field, and for purposes of this agreement hereof, Licensed Immunoglobulin includes any Immunoglobulin within the Manufacturing Field.

Licensed Immunoglobulin Information means any data, know-how or other information relating, concerning or pertaining to a Licensed Immunoglobulin, including without limitation data, know-how or other information characterizing or constituting such Licensed Immunoglobulins polynucleotide or amino acid sequence, purported function or utility, antigen binding affinity, or physical or biochemical property.

Immunoglobulin means any molecule, including without limitation, full immunoglobulin molecules (e.g., IgG, IgM, IgE, IgA and IgD molecules) and ScFv, Fv and Fab molecules, that has an amino acid sequence by virtue of which it specifically interacts with an antigen and wherein that amino acid sequence consists essentially of a functionally operating region of an antibody variable region including without limitation any naturally occurring or recombinant form of such a molecule.

Licensee Patent Rights means the inventions patentable under applicable patent law that are claimed in the patent applications and patents listed hereto and all divisions, continuations, continuations-in-part, applications claiming priority thereto, and substitutions thereof; all foreign patent applications corresponding to the preceding applications; all U.S. and foreign patents issuing on any of the preceding applications, including extensions, reissues and re-examinations; and any patents or patent applications, whether now existing or obtained in the future, owned or controlled by Licensee containing a claim that is dominating over the foregoing patent rights (i.e., is necessarily infringed by the practicing of a claim in one of the foregoing applications).
5,595,898 – Modular assembly of antibody genes, antibodies prepared thereby and use
6,204,023 – Modular assembly of antibody genes, antibodies prepared thereby and use

Licensee Technology Platform means all know-how, trade secrets, inventions, data, processes, procedures, devices, methods, formulas, media and all cell lines, reagents, protocols and other information, whether or not patentable, that either (a) constitute or relate to any biological target, antigen, receptor, cell, expression vector, disease, condition, nucleic acid, protein (including, without limitation, an Immunoglobulin) or protein-conjugate which is the subject of or arises out of any Licensee Project or (b) relate to the discovery, optimization, expression or manufacture of Immunoglobulins, in each case which are owned by or licensed to Licensee as of the Effective Date and are disclosed to Licensor or used by Licensor or Licensee in connection with a Licensee Project. For the avoidance of doubt, the term 'Licensee Platform Technology' shall include any prokaryotic expression technology and methods and/or antibody phage display technology and methods.

Licensor Collaborator means any person or entity on whose behalf Licensor engages in Antibody Evolution and/or a person or entity who is the intended recipient of Licensed Immunoglobulins or Licensed Immunoglobulin Information transferred from Licensor.

Licensee Development Product means any composition of matter or article of manufacture consisting essentially of an Immunoglobulin or protein discovered or optimized by Licensor for Licensee pursuant to a Licensor Action Plan and where such Immunoglobulin or protein was discovered or optimized using techniques, methods or materials covered by one or more Valid Claims of any patent or patent application controlled by Licensor, including the Licensor Patent Rights.

Field of Use
The collaborative agreement is to develop optimized therapeutic antibodies.

Licensor Field means (a) Research and Development and (b) the diagnosis, treatment, prevention or prophylaxis of any human or animal condition or disease. The Licensor Field shall not include any Non-Approved Uses.

Manufacturing Field means the production in prokaryotes of an Immunoglobulin for the treatment, diagnosis or prophylaxis of a human or animal disease or condition in quantities which exceed Research Quantities, and shall include commercial, industrial or clinical scale production.

IPSCIO Record ID: 240620

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

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

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

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

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 249721

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

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

Licensee may grant sub-licenses.

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

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

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

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

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

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

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

IPSCIO Record ID: 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: 249719

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

This agreement includes non-exclusive terms as well.

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

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

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

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

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

The Field means treatment of any disease in humans.

IPSCIO Record ID: 203459

License Grant
Licensor grants an exclusive, even as to Licensor, license, with the right to sublicense, under Licensors interest in Collaboration Patents, and Collaboration Know-How, in each case solely to develop, make, have made, use, sell, have sold, offer for sale and import Products in the Field in the Territory; provided, however, that Licensor retains such rights under Collaboration Technology as are necessary to perform its obligations under the Research Program.

This agreement also includes Non-Exclusive Cross-Licenses where each Party hereby grants to the other Party a non-exclusive, royalty-free license, without the right to sub-license
(i) under such Partys interest in Collaboration Know-How for the manufacture or formulation of products other than Products, including 'cocktail' and other Combination Products; and
(ii) under such Partys interest in Collaboration Know-How, solely to conduct research in the HCV Field in the Territory.

License Property
Licensor has a research program for the discovery and optimization of nucleoside inhibitors of the NS5b polymerase in hepatitis C virus.

The Collaboration Compound shall mean a Nucleoside that satisfies the chemical and technical requirements set forth, and its Related Compounds and which
(a) is or was synthesized by or for Licensor on or before the Effective Date or during the Research Program Term; or
(b) is a Related Compound to a Collaboration Compound disclosed by Licensor to Licensee pursuant to Identification and Contribution of Collaboration Compounds and which is synthesized by or for Licensee after the Effective Date.

The Collaboration Compound Products shall mean any preparations in final form, bulk form or other form containing as an active pharmaceutical ingredient one or more Selected Compounds.

Field of Use
The Field shall mean all human and animal therapeutic, diagnostic, and prophylactic uses, including, without limitation, the treatment, prevention and prophylaxis of hepatitis C viral infections.

The HCV Field shall mean the treatment of chronic hepatitis C viral infections in humans.

The Collaboration Compound Products are for sale by prescription, over-the-counter or any other method, including without limitation any Combination Product.

IPSCIO Record ID: 253904

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

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

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

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

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

IPSCIO Record ID: 299278

License Grant
Irish Licensor hereby grants to Licensee, a worldwide, non-exclusive, non-transferable license, without any right to sublicense, under the Licensor Patent Rights and the Licensor Know-How within the Licensee Field
(a) solely on its own behalf, on behalf of any Development Partner of Licensee and on behalf of any Licensee Collaborator, to engage in Antibody Evolution; and (b) solely on its own behalf, on behalf of any Development Partner of Licensee and on behalf of any Licensee Collaborator, to make or have made Research Quantities of a Licensed Immunoglobulin; and (c) solely on its own behalf, to transfer Research Quantities of a  Licensed Immunoglobulin or Licensed Immunoglobulin Information to any Licensee Collaborator or a Development Partner of Licensee; and (d) solely on its own behalf and on behalf of any Licensee Collaborator, to sell, offer to sell, import and export Licensed Immunoglobulins; and (e) solely on its own behalf, on behalf of any Development Partner of Licensee and on behalf of any Licensee Collaborator, to use Licensed Immunoglobulins.
License Property
Licensor is the owner or exclusive licensee of certain patent rights and know-how relating to bacterial cell expression.

Antibody Evolution means the alteration of the nucleic acids encoding an Immunoglobulin by saturation mutagenesis as described in the Licensee Patent Rights, by means other than Antibody Phage Display.

Licensor Patent Rights means the inventions patentable under applicable patent law that are claimed in the patent applications and patents listed hereto and all divisions, continuations, continuations-in-part, applications claiming priority thereto, and substitutions thereof; all foreign patent applications corresponding to the preceding applications; all U.S. and foreign patents issuing on any of the preceding applications, including extensions, reissues and re-examinations; and any patents or patent applications, whether now existing or obtained in the future, owned or controlled by Licensor containing a claim that is dominating over the foregoing patent rights (i.e., is necessarily infringed by the practicing of a claim in one of the foregoing applications).
5,595,898 – Modular assembly of antibody genes, antibodies prepared thereby and use
6,204,023 – Modular assembly of antibody genes, antibodies prepared thereby and use

Licensor Technology Platform means all know-how, trade secrets, inventions, data, processes, procedures, devices, methods, formulas, media and all cell lines, reagents, protocols and other information, whether or not patentable, that either (a) constitute or relate to any biological target, antigen, receptor, cell, expression vector, disease, condition, nucleic acid, protein (including, without limitation, an Immunoglobulin) or protein-conjugate which is the subject of or arises out of any Licensor Project or (b) relate to the discovery, optimization, expression or manufacture of Immunoglobulins, in each case which are owned by or licensed to Licensor as of the Effective Date and are disclosed to Licensee or used by Licensee or Licensor in connection with a Licensor Project. For the avoidance of doubt, the term 'Licensor Platform Technology' shall include any prokaryotic expression technology and methods and/or antibody phage display technology and methods.

Licensee Collaborator means any person or entity on whose behalf Licensee in Antibody Evolution and/or a person or entity who is the intended recipient of Licensed Immunoglobulins or Licensed Immunoglobulin Information transferred from Licensee.

Licensor Development Product means any composition of matter or article of manufacture consisting essentially of an Immunoglobulin or protein discovered or optimized by Licensee for Licensor pursuant to a Licensee Action Plan and where such Immunoglobulin or protein was discovered or optimized using techniques, methods or materials covered by one or more Valid Claims of any patent or patent application controlled by Licensee, including the Licensee Patent Rights.

Licensee Patent Rights means the inventions patentable under applicable patent law that are claimed in the patent applications and patents listed (a) hereto and all divisions, continuations, continuations-in-part, applications claiming priority thereto, and substitutions thereof; all foreign patent applications corresponding to the preceding applications; all U.S. and foreign patents issuing on any of the preceding applications, including extensions, reissues and re-examinations; and any patents or patent applications, whether now existing or obtained in the future, owned or controlled by Licensee containing a claim that is dominating over the foregoing patent rights (i.e., is necessarily infringed by the practicing of a claim in one of the foregoing applications); and any patents or patent applications covered by any Licensee Third Party Licenses, a list of which is set forth.
6,171,820 – Saturation mutagenesis in directed evolution
6,479,258 – Non-stochastic generation of genetic vaccines

Licensee Evolution Technologies means the inventions patentable under applicable patent law that are claimed in the Licensee Patent Rights which both (a) are owned or controlled by Licensee and (b) either (I) comprise evolution of a gene and/or gene pathway by changing more than 50% of the codons and/or amino acids of such gene and/or genepathway to more than 50% of every other possible codon and/or amino acid or such gene and/or gene pathway, or (ii) comprise evolution of a gene and/or gene pathway by creating and screening a non-stochastically produced library of molecules by combining tragments of a plurality of genes chosen by design to reassemble compleete genes and/or gene pathways according to the patentable methods embodied by inventions described in the Licensee Patent Rights.

Licensed Immunoglobulin means (a) with respect to the licenses and rights granted, any Immunoglobulin discovered, isolated or characterized by Licensee through the use of Antibody Evolution, and (b) with respect to the licenses granted, Licensed Immunoglobulin includes any Immunoglobulin discovered using Antibody Evaluation but outside the Manufacturing Field, and for purposes of this agreement hereof, Licensed Immunoglobulin includes any Immunoglobulin within the Manufacturing Field.

Licensed Immunoglobulin Information means any data, know-how or other information relating, concerning or pertaining to a Licensed Immunoglobulin, including without limitation data, know-how or other information characterizing or constituting such Licensed Immunoglobulins polynucleotide or amino acid sequence, purported function or utility, antigen binding affinity, or physical or biochemical property.

Immunoglobulin means any molecule, including without limitation, full immunoglobulin molecules (e.g., IgG, IgM, IgE, IgA and IgD molecules) and ScFv, Fv and Fab molecules, that has an amino acid sequence by virtue of which it specifically interacts with an antigen and wherein that amino acid sequence consists essentially of a functionally operating region of an antibody variable region including without limitation any naturally occurring or recombinant form of such a molecule.

Field of Use
Licensee Field means (a) Research and Development and (b) the diagnosis, treatment, prevention or prophylaxis of any human or animal condition or disease. The Licensee Field shall not include any Non-Approved Uses.

Manufacturing Field means the production in prokaryotes of an Immunoglobulin for the treatment, diagnosis or prophylaxis of a human or animal disease or condition in quantities which exceed Research Quantities, and shall include commercial, industrial or clinical scale production.

Immunoglobulins, also known as antibodies, are glycoprotein molecules produced by plasma cells (white blood cells). They act as a critical part of the immune response by specifically recognizing and binding to particular antigens, such as bacteria or viruses, and aiding in their destruction.

IPSCIO Record ID: 324663

License Grant
By this amendment the Parties extend their oncology research collaboration designed to identify and validate molecular targets implicated in cancer, with the goal of increasing the total number and degree of validation of cancer targets Licensor will deliver to Licensee. The Parties will each maintain the option to obtain exclusive worldwide rights to equal numbers of validated targets arising from the collaboration.

For Research, Licensor grants a non-exclusive, worldwide license, with the right to sublicense to its Affiliates, but without the right to sublicense to Third Parties except with prior written consent of Licensor, under any Licensor Know-How and Patents solely (A) to perform the research tasks assigned, and (B) to perform research, during the first six months after the end of the Initial Research Term, upon mammalian orthologues of certain Model System Targets.

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

For Assays, Licensor grants an exclusive, worldwide license, with the right to sublicense, under any Licensor Know-How and Patents covering the composition or use of one or more Assays,
(A) to make and have made such Assay,
(B) to use each such Assay to search for, make and have made (1) Collaboration Compounds with activity against the Licensee Selected Target for which such Assay was developed, and (2) compounds that lack activity against the Licensee Selected Target for which such Assay was developed,
(C) to develop, and make or have made, for use in the Development Field, and in any defined field licensed by Licensee, Licensee Collaboration Products, and
(D) to develop, following the commencement of a clinical trial of a Licensee Collaboration Product in the Development Field, such Licensee Collaboration Product for any human indication.

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

For Pharmacogenomic Uses, Licensor grants a nonexclusive, worldwide, royalty-bearing license, with the right to sublicense, under the Licensor Know-How and Patents covering the composition, manufacture or use of any Selected Target of either Party, to use such Selected Target in the research, development, manufacture, use, import, sale and offer for sale of a Pharmacogenomic Product for use
(A) in connection with the research, development, manufacture, use, import, sale and offer for sale, for any indication, of a (i) Licensee Product or (ii) a product that modulates the same Selected Target as such Licensee Product via substantially the same molecular mechanism of action (a Target Product), and
(B) in the labeling, promotion, and registration of any Licensee Product or Target Product for any indication. Such license for a particular Pharmacogenomic Product shall be sublicensable solely (x) together with a sublicense under with respect to a related Licensee Product or (y) by Licensee or its sublicensee, for the purpose of developing or commercializing a Pharmacogenomic Product for use in conjunction with a related Licensee Product that Licensee or its sublicensee is developing or commercializing.

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

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

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

For Target Inventions
–  Subject to the terms of this Amended and Restated Agreement, Licensor grants an exclusive, worldwide license, under the Target Inventions invented solely by Licensee and all Patents Controlled by Licensor that claim such Target Inventions, to use such Target Inventions for all purposes other than those for which Licensor has exclusive rights, and,
–  Subject to the terms of this Amended and Restated Agreement, Licensor grants a worldwide license, under the Target Inventions invented jointly by Licensee and Licensor and all Patents Controlled by Licensor that claim such Target Inventions, to use, without any accounting or obligation to, or consent required of, Licensor, such Target Inventions for all purposes other than those for which Licensor has exclusive rights.

For the Option for Non-exclusive License, Subject to the terms of this Amended and Restated Agreement, Licensor grants an option to receive a non-exclusive, worldwide license, with the right to sublicense, under the Licensor Know-How and Patents covering the composition, manufacture, or use of one or more Licensee Selected Targets
(A) to perform research in a defined field outside the Research Field upon each such Licensee Selected Target, including using such Licensee Selected Target to search for Collaboration Compounds with activity outside the Development Field,
(B) to develop, and make or have made, for use in a defined .field outside the Development Field, Licensee Products comprising or incorporating Collaboration Compounds, and
(C) to make, have made, use, import, sell, offer to sell and have sold such Licensee Products.

License Property
The technology is for Entry points for Oncology Genetic Screens including Apoptosis, DNA Repair, Cell Adhesion, and Larval tumor suppressors. C. elegans or S2 cell culture screens, and, Mammalian cell culture screens.

Genetic Screen means a systematic analysis, for the purpose of Model System Target identification, of the functions of a Genetic Entry Point and of other genes or gene products in the same or related pathway, such analysis involving
(a) in vivo or in vitro alteration (via mutation or introduction of inhibitory molecules such as small molecules, antibodies, antisense molecules, or peptides) of such Genetic Entry Point or its encoded product, such alteration having an assayable phenotype or activity,
(b) isolation of mutations, genes or gene products that modify the phenotype or activity of the altered Genetic Entry Point,
(c) characterization of the modifying mutations, genes or gene products, and
(d) cell based assays or phenotypic assays that look directly at biological processes in oncology.

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

Field of Use
The 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 (ape).

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

The Parties desire to establish a collaboration to apply such Licensor technology and expertise to the identification and characterization of biochemical pathways and targets in specific research areas relevant to cell growth and proliferation, to generate small molecule therapeutic or prophylactic compounds directed against such targets, and to provide for the development and commercialization of novel therapeutic and prophylactic products based on such research.

IPSCIO Record ID: 249765

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

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

This agreement also includes non-exclusive grants for research.

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

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

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

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

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

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

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

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

IPSCIO Record ID: 202851

License Grant
The French Licensor grants back an exclusive, worldwide, irrevocable and perpetual license, including the right to sublicense through multiple tiers of sublicense, under the Licensors Technology and interest in Joint Patents, to research, develop, make, have made, use, sell, have sold, offer for sale and import Collaboration Compounds outside of the Field.
License Property
Proprietary compounds relating to chronic treatment SERCA activators.  Compounds relates to small molecule SERCA2b modulators for the treatment of type 2 diabetes and other metabolic diseases.
Field of Use
This agreement is for the study of the treatment of type 2 Diabetes, but not on humans.

IPSCIO Record ID: 239605

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 294263

License Grant
Commercial Licenses to Licensee Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee (i) an exclusive worldwide, royalty-bearing license during the Agreement Term, including the right to sublicense, under the Licensor IP and Joint IP to make, use, import, sell and offer to sell Products and (ii) a non-exclusive, worldwide perpetual, royalty-free license, with the right to sublicense, under the Licensor IP to make, use, import, sell, and offer to sell biomarkers and diagnostics relating to Products. The license granted shall survive the expiration or termination of the Agreement Term.
License Property
The goal of the Collaboration is to discover compounds directed against the pathology mediated by or directly associated with the protein tau in Alzheimers disease (Compounds) and to develop such Compounds as pharmaceutical products (Products).

Combination Product means any pharmaceutical product which contains one or more pharmacologically or therapeutically active compound(s), product(s) and/or ingredient(s) in addition to Product.

Licensor will remain the sole owner of or otherwise shall continue to control rights in all IP relating to any and all Materials, information, plans or methods, except for Products, that may be disclosed to Licensee or developed solely by Licensor, or licensed to Licensor prior to or separate from performance of the Collaboration (Licensor Existing IP).  

All IP conceived in the execution of the Collaboration solely by Licensor, except for Product-related IP, will be owned by Licensor (Licensor New IP)

All IP in the Field conceived in the execution of the Collaboration jointly by Licensor and Licensee, except for Product-related IP, will be owned jointly by Licensor and Licensee (Joint IP), provided that all IP in the Field created solely by any staff at  Party A will be owned by Party A and licensed to Licensor under the Party A Agreements, and will be considered part of the Licensor IP licensed to Licensee under this Agreement.

Field of Use
The field in research and development of Compounds in the field of the following neurodegenerative diseases Alzheimers disease; frontotemporal dementia; Pick s disease; and progressive supranuclear palsy.
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