Royalty Report: Drugs, Drug Discovery, Therapeutic – Collection: 248009

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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
  • Drug Discovery
  • Therapeutic
  • Disease
  • Diagnostic
  • Assay
  • Proteins
  • Molecular
  • Cancer
  • Antibody
  • cardiac
  • HIV / AIDs

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: 248009

License Grant
At Licensees option, The German Licensor shall grant a non-exclusive license in the Territory, under Licensors rights in Licensor Returned QT Know-How and Returned QT Patent Rights to the extent necessary
– to research, develop, make and use any or all of the following in connection with the use of the Returned QT to discover or develop Small Molecule Drugs
(1) the Licensor Configured Assay that embodies or is based on a Returned QT, together with the standard operating procedures and reagents necessary,  to use such Licensor Configured Assay for such purpose;
(2) if a Second Stage QT is designated as a Returned QT, the most promising lead structure under development by Licensor, and the optimization history of such lead structure and the data pertinent to critical optimization decisions that relate to such lead structure, the Second Stage Information, including without limitation, information on the major structural templates that were evaluated by Licensor and relevant SAR data; and
(3) if a Third Stage QT is designated as a Returned QT, the most promising lead structure under development by Licensor, and the optimization history of such lead structure and the data pertinent to critical optimization decisions that relate to such lead structure, the Third Stage Information, including without limitation, related SAR data, related pharmacological data, including toxicology and ADME information, and information related to chemical synthesis, provided, however, that, in the case of a Second Stage QT or a Third Stage QT, Licensor shall not be obligated to grant any such license with respect to the most promising lead structure if such lead structure is under development by Licensor as a Development Candidate or later stage drug candidate outside of the Licensor Development Program, in which event Licensor shall be obligated to grant such a license with respect to the next most promising lead structure that is not a Development Candidate or later stage drug candidate outside of the Licensor Development Program, and,
– to make, have made, import, use, have used, offer for sale, sell and have sold Small Molecule Drugs that are discovered or developed by Licensee through the use of Returned QTs.

This agreement includes exclusive and non-exclusive grants back to Licensor from Licensee.

License Property
Licensor is engaged in the business of conducting research in the field of human genomics, an objective of which is to discover potential biological targets and assays for use in drug discovery.

Cell-Based Assay means a Licensor Configured Assay that uses a QT incorporated in a cell or presented on the surface of a cell, as distinct from a biochemical assay in which the QT is assayed in a cell-free context.

Qualified Target or QT means a target for Small Molecule drug discovery identified or developed in the course of the Target Discovery Program that has all of the following characteristics
– is a Druggable Target that is a complete coding sequence of a human gene;
– has a Disease/Therapeutic Hypothesis;
– is either a Novel Protein, or fill Unrecognized Protein, or a Druggable Target that is otherwise approved by the Licensor Program Director as a Qualified Target; and
– the use of such target in the manner contemplated in the Research Plan would not, at the time of its identification or annotation in the Target Discovery Program, infringe one or more claims of an issued patent in the country in which such use of the target is expected to occur, unless such target is otherwise approved by the Licensor Program Director.

Non-Exclusive QT means a QT that has a Disease/Therapeutic Hypothesis in both a CFA and Non-CFA and that is designated by Licensee as a Non-Exclusive QT within seven (7) business days after such QT is entered into the QT Pool and a Licensee-Designated NonCFA means one Non-CFA that is associated, on the basis of a Disease/Therapeutic Hypothesis, with a QT, as designated by Licensee at the time such QT is designated a Non-Exclusive QT by Millennium.

Field of Use
Field means therapeutic and prophylactic treatment of all human diseases and conditions.  This agreement is to identify and develop small molecule drugs for the treatment of certain human diseases and conditions.

IPSCIO Record ID: 240467

License Grant
Licensor grants to the German Licensee an exclusive license in the Territory, under Licensors rights to Licensors Know-How and Patent Rights,  to research, develop, make and use Selected Qualified Targets (QT), other than Returned QTs and Non-Exclusive QTs and Configured Assays that embody or are based on such Selected QTs, to the extent necessary to discover or develop Licensee Royalty Products and to make, have made, import, use, have used, offer for sale, sell and have sold, in the Field, Licensee Royalty Products that are discovered or developed through the use of Selected QTs, other than Returned QTs and NonExclusive QTs, subject, in the case of both, to any applicable field restrictions or exclusivity limitations in the case of any Selected QTs that are
Restricted Targets.

With Respect to Returned QTs, Licensor grants a non-exclusive license in the Territory, under Licensors rights to Licensor Know-How and Patent Rights, to research, develop, make and use the Returned QTs and Configured Assays that embody or are based on such Returned QTs, to the extent necessary to discover or develop Licensee Royalty Products, and make, have made, import, use, have used, offer for sale, sell and have sold, in the Field, Licensee Royalty Products that are discovered or developed through the use of Returned QTs, subject, in the case of both, to any applicable field restrictions in the case of any Restricted Targets.

License Property
Licensee is engaged in the business of conducting research in the field of human genomics, an objective of which is to discover potential biological targets and assays for use in drug discovery.

Cell-Based Assay means a Licensee Configured Assay that uses a QT incorporated in a cell or presented on the surface of a cell, as distinct from a biochemical assay in which the QT is assayed in a cell-free context.

Qualified Target or QT means a target for Small Molecule drug discovery identified or developed in the course of the Target Discovery Program that has all of the following characteristics
– is a Druggable Target that is a complete coding sequence of a human gene;
– has a Disease/Therapeutic Hypothesis;
– is either a Novel Protein, or fill Unrecognized Protein, or a Druggable Target that is otherwise approved by the Licensee Program Director as a Qualified Target; and
– the use of such target in the manner contemplated in the Research Plan would not, at the time of its identification or annotation in the Target Discovery Program, infringe one or more claims of an issued patent in the country in which such use of the target is expected to occur, unless such target is otherwise approved by the Licensee Program Director.

Non-Exclusive QT means a QT that has a Disease/Therapeutic Hypothesis in both a CFA and Non-CFA and that is designated by Licensor as a Non-Exclusive QT within seven (7) business days after such QT is entered into the QT Pool and a Licensor-Designated NonCFA means one Non-CFA that is associated, on the basis of a Disease/Therapeutic Hypothesis, with a QT, as designated by Licensor at the time such QT is designated a Non-Exclusive QT by Millennium.

Field of Use
This agreement is to identify and develop small molecule drugs for the treatment of certain human diseases and conditions.

'COLLABORATIVE FOCUS AREA' means one or more of the following human diseases and/or conditions (a) osteoporosis; (b) liver fibrosis; (c) hematological diseases and/or conditions (not including diseases and/or conditions excluded under subsections (d) and (e) below); (d) oncology, including, but not limited to, lung cancer, breast cancer, ovarian cancer and colon cancer, but excluding prostate cancer; (e) cardiovascular diseases and/or conditions, including, but not limited to, arrhythmia, abnormal hemodynamics, and hypertension, PROVIDED THAT the following diseases and/or conditions shall not be included (i) atherosclerosis (including the related diseases of thrombosis and restenosis); (ii) excessive clotting, and (iii) cardiomyopathy of any origin. (f) pain (including all therapies for relieving pain as distinct from curing or treating the underlying diseases or conditions that cause pain); and (g) viral diseases.

IPSCIO Record ID: 240623

License Grant
The primary objective of the Target Discovery Program is to identify and qualify a minimum of 225 QTs during the Discovery Program Term.

License grants the German Licensee with Respect to Selected QTs and Selected QTs, an exclusive license in the Territory, under Licensors rights to Licensor Know-How and Licensor Patent Rights, to research, develop, make and use Selected QTs, other than Returned QTs, NonExclusive QTs and Waived QTs, and the Configured Assays, including without limitation Licensor Configured Assays, that embody or are based on such Selected QTs, to the extent necessary to discover or develop Licensee Royalty Products for the applicable Licensed lndications through the use of such Selected QTs, and to make, have made, import, use, have used, offer for sale, sell and have sold for the applicable Licensed lndications Licensee Royalty Products that are discovered or developed through the use of such Selected QTs, subject, to any applicable field restrictions or exclusivity limitations in the case of any Selected QTs that are Restricted Targets.

With Respect to Selected CTs, Licensor grants an exclusive license in the Territory, under Licensors rights to Licensor Know-How and Licensor Patent Rights,  to research, develop, make and use Selected CTs other than Returned CTs and Selected Non-Exclusive CTs,  and the Configured Assays, including without limitation Licensor Configured Assays, that embody or are based on such Selected CTs, to the extent necessary to discover or develop Licensee Royalty Products for the applicable Licensed Indications through the use of such Selected CTs, and to make, have made, import, use, have used, offer for sale, sell and have sold for the applicable Licensed Indications Licensee Royalty Products that are discovered or developed through the use of such Selected CTs, to any applicable field restrictions or exclusivity limitations in the case of any such Selected CTs that are Restricted Targets.

With Respect to Returned QTs, Licensor grants a non-exclusive license in the Territory, under Licensors rights to Licensor Know-How and Licensor Patent Rights, to research, develop, make and use Returned QTs and Configured Assays, including without limitation Licensor Configured Assays, that embody or are based on such Returned QTs, to the extent necessary to discover or develop Licensee Royalty Products for the applicable Licensed Indications through the use of such Returned QTs, and to make, have made, import, use, have used, offer for sale, sell and have sold for the applicable Licensed Indications Licensee Royalty Products that are discovered or developed through the use of such Returned QTs, to any applicable field restrictions in the case of any Returned QTs that are Restricted Targets.

For the Grant with Respect to Returned CTs and Selected Non-Exclusive CTs, Licensor grants to a non-exclusive license in the Territory, under Licensors rights to Licensor Know-How and Licensor Patent Rights, to research, develop, make and use the Returned CTs and Selected Non-Exclusive CTs and Configured Assays, including without limitation Licensor Configured Assays, that embody or are based on such Returned CTs and Selected Non-Exclusive CTs, to the extent necessary to discover or develop Licensee Royalty Products for the applicable Licensed Indications through the use of such Returned CTs or Selected NonExclusive CTs, and make, have made, import, use, have used, offer for sale, sell and have sold for the applicable Licensed Indications Licensee Royalty Products that are discovered or developed through the use of Returned CTs and Selected Non-Exclusive CTs, to any applicable field restrictions in the case of any Returned CTs or Selected Non-Exclusive CTs that are Restricted Targets.

License Property
Licensed Indications means, with respect to a QT or CT, the disease indication or indications specified upon the entry of a QT into the Discovery Program or a CT into the Conversion Program.

Licensor is engaged in the business of conducting research in the field of human genomics, with the  objective to discover potential biological targets and assays for use in drug discovery.

Conversion Target or CT means a target for Small Molecule Drug discovery.

Qualified Target or QT means a target for Small Molecule drug discovery identified or developed in the course of the Target Discovery Program that has all of the following characteristics
— is a Druggable Target that is a complete coding sequence of a human gene, except in the case of Druggable Targets for viral diseases, in which case the gene may be viral in nature;
— has a Disease/Therapeutic Hypothesis;
— is a Novel Protein, an Unrecognized Protein, a Novel Annotation Protein, or a Druggable Target that is otherwise approved by the Licensee Program Director as a Qualified Target; and
— the use of such target in the manner contemplated in the Research Plan would not, at the time of its identification or annotation in the Target Discovery Program, infringe one or more claims of an issued patent, not owned by or licensed to Licensee or any of its Affiliates, in the country in which such use of
the target is expected to occur, unless such target is otherwise approved by the Licensee Program Director.

Licensor Royalty Products means all Small Molecule Drugs that have as their active therapeutic substance a lead structure provided by Licensee to Licensor.

Field of Use
Field means therapeutic and/or prophylactic treatment of all human diseases and conditions, including Oncology, Cardiovascular (excluding Thrombosis), Hematology, Thrombosis, Pain/Urology, and, Virology.

IPSCIO Record ID: 316393

License Grant
Licensor hereby grants to Licensee a non-exclusive royalty bearing license, under Licensor Contributed Know-How Patent Rights and Licensor Contributed Know-How, to use Licensee Accessible Program Clones and Proteins encoded therein in order to discover, research, develop, make, import, use, offer to sell include the right to grant sublicenses.
License Property
Program Clone means a clone (including the DNA sequence information, whether partial or full-length, pertaining to the clone), identified in the course of the Licensee Discovery Program or included in the Existing Tango Technology, Licensee Contributed Know-How or Licensor Contributed Know-How.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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: 240628

License Grant
The Licensor and German Licensee acknowledge that the purpose of the following modifications to the Agreement is to effect changes which may make it more likely to achieve the thirty (30) Development Candidates that the Licensee is entitled to designate.

For Special Limitations Relating to Novel Annotation Proteins, the license grants with respect to each Novel Annotation Protein shall apply and be limited specifically to the CFA or CFAs which is/are the subject of the applicable Novel Utility (i.e., shall be limited to researching, developing, making, having made, importing, using, having used, offering for sale, selling and having sold products labeled for indications within the CFA or CFAs which is/are the subject of the applicable Novel Utility.

For Novel Utility Patents, Licensor shall have responsibility for deciding to file, preparing, filing and prosecuting patents applications relating to Novel Utility claims for Novel Annotation Proteins. From and after the date that a Novel Annotation Protein is designated as a QT, or from and after the date Licensor discovers a Novel Utility within an additional CFA during the ProgramTerm for such Novel Annotation Protein,  the Parties shall mutually agree upon the data to be included in such patent applications in support of such Novel Utility and Licensor will advise Licensee of any material issues which arise during the prosecution of such patent applications in support of such Novel Utilities, and the Parties shall analyze the impact of such material issues.

License Property
The property includes qualified targets developed for Osteoporosis and Liver Fibrosis, Virology, and,  Urology.

Licensor shall have filed a patent application covering and claiming the Novel Utility of a Novel Annotation Protein at or prior to the designation of such Novel Annotation Protein as a QT.

Field of Use
Additional Licensee Focus Areas means any of the following diseases and/or conditions asthma, bacteriology, chronic obstructive pulmonary disease, nervous system disease, obesity, Type II diabetes, and areas of oncology, and cardiovascular disease not included in the CFA.

Collaborative Focus Area means one or more of the following human diseases and/or conditions hematological diseases, oncology, cardiovascular diseases, pain, viral diseases, and with this amendment, effective as of !he Amendment Effective Date, urology, consisting of Urinary Incontinence and Benign Prostatic Hypertrophy (BPH).

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: 315803

License Grant
Licensee hereby grants to Licensor a non-exclusive, royalty bearing license, under Licensee Program Know-How Patent Rights, Licensee Contributed Know-How Patent Rights, Licensee Program Methodology Patent Rights, Licensee Program Know-How, Licensee Contributed Know-How and Licensee Program Methodology, to use Licensor Accessible Program Clones and Proteins encoded therein in order to discover, research, develop, make, import, use, offer to sell and sell Licensor Small Molecule Drugs in the Territory; such license shall include the right to grant sublicenses.
License Property
Program Clone means a clone (including the DNA sequence information, whether partial or full-length, pertaining to the clone), identified in the course of the Licensee Discovery Program or included in the Existing Tango Technology, Licensee Contributed Know-How or Licensor Contributed Know-How. Licensee Program Methodology Patent Right' means a Patent Right that relates to methods that are or were at any time included in Licensee Program Metholodogy.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 289212

License Grant
Licensor grants a perpetual, non-exclusive, worldwide license, with the right to sub- license, under the `277 patent, the `582 patent, and any patents issuing from International Application No. PCT/US96/19698, any and all continuing applications, divisional applications, continuation-in-part applications, reissues, extensions, renewals and reexaminations thereof, and any U.S. and foreign counterparts thereof. In addition, Licensor agrees not to file any future patent infringement actions against Licensee for Licensees use of ThermoFluor Screening Technology that is consistent with the terms of this Agreement.
License Property
Licensor is a biopharmaceutical company dedicated to the development of a novel class of small molecule drugs that regulate gene expression. The Licensors lead therapeutic candidate is a novel anti-HIV compound that acts by inhibiting a viral protein/RNA interaction that is critical for the expression of viral structural proteins and essential for virus production.

Licensor is the owner of U.S. Patent 5,585,277, and U.S. Patent No. 5,679,582.

Atlas Technology shall mean the methods and processes generally disclosed in the specifications and claims of the `277 patent, the `582 patent and/or International Application No. PCT/US96/19698.

ThermoFluor Screening Technology shall mean the methods, processes and apparatus generally disclosed in the specifications and claims of U.S. Patent No. 6,020,141 and/or allowed U.S. Patent Application Serial no. 08/853,459.

Licensor was granted a limited, nonexclusive license to the method claims of ThermoFluor screening technology. As part of this settlement agreement, until March 7, 2003, Licensee is precluded from using ThermoFluor screening technology in the Hepatitis C Virus infection area as part of collaborative agreements or as part of our internal drug programs. In addition, Licensee is precluded from using ThermoFluor screening technology as part of more than one collaboration agreement in the area of infection.

Field of Use
Licensee Internal Program(s) shall mean drug discovery and/or development program(s) in any therapeutic field conducted for and by Licensee on-site at a Licensee facility.

During the Restriction Period, Licensor may refer to Licensee any third parties that have requested that Licensor screen multiple targets to identify leads or drugs that are effective in any field other than Infection.

Licensee shall be free to use ThermoFluor Screening Technology without restriction in any Licensee Internal Program, except in the Hepatitis C Virus Field during the Restriction Period, and to license or transfer, in any manner, any compounds discovered or optimized through such use of ThermoFluor Screening Technology. Licensee shall not use ThermoFluor Screening Technology in the Hepatitis C Virus Field during the Restriction Period.

ThermoFluor screening process and our ability to rapidly select and synthesize compounds from our libraries compress an important segment of the R&D process, from assay set-up to the generation of a series of lead compounds with potential in vivo efficacy, from fourteen to thirty months at many pharmaceutical companies to as little as seven to ten months. This is expected to reduce resources required and development costs per target, allow more targets to be discovered with a given set of resources and accelerate time to market of successful drugs

Licensee is a post-genomics drug discovery company that has developed a unique integration of proprietary technologies to provide an accelerated and improved methodology for gene-to-clinic small molecule drug discovery.

IPSCIO Record ID: 243454

License Grant
Pursuant to this agreement, Licensee shall solely own all marketing rights to Products, including, not limited to, the exclusive, worldwide, transferable rights to market, sell, have sold, import, export and distribute solely Products.

Licensor will provide all Compounds to Licensee on an exclusive basis, and Licensor is expressly prohibited from providing any and all such Compounds to a Third Party as part of the Licensor Library, without the prior written consent of Licensee.

Licensor grants a nonexclusive, worldwide, transferable and sublicensable right and license to Licensor Technology to the extent that it is necessary for Licensee, to develop, make, have made, use, import, export, offer for sale, have sold and sell Development Compound(s) and/or Product(s).

And, for the research, Licensor grants a worldwide, non-exclusive, non-transferable, non-sublicensable, right and license under the Licensor Technology solely to conduct activities assigned to Licensee under the Research Plan during the term of the Research Collaboration.

License Property
Product shall mean any human diagnostic, human therapeutic and/or human prophylactic product for use within the Field and incorporating a Compound.

Compound shall mean any one or more chemical entity(ies) that is specifically designed by Licensee and/or Licensor in the course of performing or in connection with the Research Plan; or designed by Licensee and/or Licensor, and synthesized by Licensor, in the course of performing or in connection with the Research Plan; or synthesized by Licensor in the course of performing or in connection with the Research Plan; or has been designated as a Development Compound.

LC-MS/ELSD shall mean liquid chromatography mass spectrometry with evaporative light scattering detector.

“Target(s)” shall mean any one or more of (a) the HIV gp120 glycoprotein, including all genetic variants of such glycoprotein, or (b) the HIV gp41 glycoprotein, including all genetic variants of such glycoprotein.

Under the terms of the agreement, the Companies will work to identify small molecule inhibitor compounds against two HIV entry targets, gp41 and gp120. The Companies will collaborate to identify orally active lead compounds and then optimize preclinical candidates.

Field of Use
Field shall mean the discovery, development and commercialization of small chemical molecules for the diagnosis of, or the therapeutic and/or prophylactic treatment of all human conditions and/or diseases.

Collaborative agreement relates to discover and develop small molecule entry inhibitors of the human immunodeficiency virus (HIV).

IPSCIO Record ID: 315858

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

CNS means the human central nervous system.

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 299264

License Grant
By this agreement, Licensor shall provide the resources to Licensee and conduct activities under the Research Program. Licensor shall review data and information regarding the Collaboration Target provided by Licensee and derived from the UIL by Licensor, based on such data and information and using the Licensor Technology, design Daughter Libraries; and supply all lead chemistries and synthesize compounds.

Licensee will utilize Licensor Technology for its drug discovery activities under Licensee know-how concerning the identification and characterization of novel small molecule inhibitors.

In addition to Licensees non-exclusive right to use Licensor Technology as necessary to conduct activities under the Research Program, Licensor grants an exclusive, worldwide license, with the right to sublicense to use such Licensor Technology as is necessary to make, have made, use, have used, sell, have sold, import and export Active Compounds, Development Compounds and/or Products in the Territory.

License Property
Licensor has developed, licensed and/or owns certain drug discovery technology and intellectual property rights, including chemical library design software, multi-parallel synthesis and purification methods, chemical libraries suitable for high throughput biological screening assays and medicinal chemistry.

Initial target is Type 3 Phosphodiesterases.

Alternative targets are DNA Polynucleotide kinase (DNA-PK), Poly (ADP-ribase) polymerase (PARP), and, Modulators of the interaction between the G-beta subunit of the G-protein and beta-adrenergic receptor kinase (gB-BARK)

Field of Use
The research focus is for development as therapeutics for treatment of obesity and other diseases in humans.

IPSCIO Record ID: 233462

License Grant
Licensor grants to Licensee
(a) an exclusive, worldwide license, under Licensor Field Patent Rights and Licensor Field Know-How, to make, have made, use, and have used Candidate Genes and Validated Targets within Oncology; such license shall include the right to grant sublicenses on prior notice to Licensor;
(b) an exclusive, worldwide license, under Licensor Field Patent Rights and Licensor Field Know-How to make, have made, import, use, have used, offer to sell and sell Products; such license shall include the right to grant sublicenses on prior notice to Licensor;
(c) an option to obtain exclusive licenses to Non-Program Field Projects;
(d) a right to either negotiate for rights to collaborate on Gene Therapy Drugs, which embody or are discovered or developed using Licensor Field Patent Rights or Licensor Field Know-How, or a co-exclusive right to make, have made, import, use, have used, offer to sell and sell Gene Therapy Drugs, which embody or are discovered or developed using Licensor Field Patent Rights or Licensor Field Know-How;
(e) an option to co-develop and/or co-promote certain Diagnostic Products, for use in the Field and the area of Oncology, which embody or are discovered or developed using Licensor Field Patent Rights or
Licensor Field Know-How; and
(f) a co-exclusive with Licensor, worldwide license, under Licensor Field Patent Rights and Licensor Field Know-How, to make, have made, use, and have used Program Genes Outside of the Field and to make, have made, use, and have used Candidate Genes and Validated Targets outside of Oncology; such license shall include the right to grant sublicenses on prior written notice to Licensor.
License Property
Gene Therapy Drug means any drug or drug candidate, excluding an Antisense Drug, which consists of nucleic acid or a functional analog, derivative or homologue thereof and which, upon delivery by any means, provides a gene product encoded therein which is expressed.

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

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

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

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

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

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

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

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: 223145

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 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: 367275

License Grant
With Respect to Library Compounds, Licensor grants a worldwide, non-exclusive license, under Licensor Intellectual Property, to use Library Compounds and Library Compound Information for research purposes in the discovery of Hits to Licensee Targets, performing Hit-to-Lead Chemistry Programs and Lead Optimization Programs and in the Development of Royalty-Bearing Products that contain Library Compounds, which license shall include the right to use Synthetic Methodology and Pathways solely to synthesize Library Compounds which have been identified as Hits and Library Compounds structurally related thereto, and Licensee Analogs that derive from such Library Compounds, for the purpose of performing Drug Discovery Programs.

With Respect to Analogs, Licensor grants a worldwide, perpetual, non-exclusive license, under Licensor Intellectual Property, to use Analogs and Licensee Analog Information in the discovery of Hits to Licensee Targets, performing Hit-to-Lead Chemistry Programs and Lead Optimization Programs and in the Development of Royalty-Bearing Products and Non-Royalty-Bearing Products that contain Analogs, which license shall include the right to use Synthetic Methodology and Pathways solely to synthesize Analogs.

License Property
Licensor Controls certain technology for the creation of large numbers of complex, natural-compound-like compounds for the purpose of screening biological targets to identify potential human therapeutics.

Target shall mean a protein or polypeptide, which is involved in a biological process as well as orthologs thereof and all isoforms or polymorphisms, including single nucleotide polymorphisms, alleles, and other naturally-occurring or synthetic derivatives, including, without limitation, insertions, additions, deletions, fragments and splice variants thereof and nucleic acid sequences encoding any of the above that is configured into one or more assays for screening, including, but not limited to, in vitro assays and phenotypic or pathway screens, cell-based or in vivo assays, or used for structure-based compound design.

Library Compound shall mean a compound that Licensor delivered pursuant to the Prior Agreement.

Library Compound Information shall mean structural, process or other information relating to a Library Compound.

Library Compound Structure Information shall mean documentation of the molecular formula and molecular structure of each Library Compound.

Hit shall mean a Library Compound or an Analog that is confirmed as active against a Licensee Target, or for which computational data is generated which predicts activity, which is subsequently confirmed as active against a Licensee Target.

A Licensee Analog is designed, discovered or synthesized by Licensee in the course of a Drug Discovery Program.

Synthetic Methodology and Pathways shall mean, with respect to a Library Compound, the synthetic scheme that Licensor used to synthesize the Library Compound,

Field of Use
The technology is used for the purpose of screening biological targets to identify potential human therapeutics.

IPSCIO Record ID: 239025

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

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 223131

License Grant
Licensee hereby grants to Licensor a worldwide, non-exclusive license under the Research Program Technology and Licensor Inhibition Mode Technology solely to perform its obligations under the Research Program as specifically provided in the Research Plan.

Licensor hereby grants to Licensee and its Affiliates a worldwide, non-exclusive license under the Licensor Core Technology (and any improvements thereto) to research, develop, make, have made, use, import, offer for sale, sell, have sold or otherwise exploit compounds that inhibit the Target (including but not limited to Program Compounds) and/or Products in the Territory.

Licensor hereby grants to Licensee and its Affiliates a worldwide, non-exclusive license under the Licensor Background Technology to research, develop, make, have made, use, import, offer for sale, sell, have sold or otherwise exploit compounds that inhibit the Target (including but not limited to Program Compounds) and/or Products in the Territory.

License Property
Research Program means the activities undertaken by or under authority of Licensee, which may include input from Licensor and the Licensor Principal Consultant, to discover and develop Program Compounds as set forth and in the Research Plan.

Research Program Technology means Research Program Know-How and Research Program Patents.
Research Program Patents mean Licensee Research Program Patents, Licensor Research Program Patents, and Joint Research Program Patents.

Licensor Inhibition Mode Technology means Licensor Inhibition Mode Patents and Licensor Inhibition Mode Know-How.

Patents within the Licensor Core Technology.
U.S. Patent No. 6,344,330 – Pharmacophore Recombination For the Identification of Small Molecule Drug Lead Compounds
U.S. Patent No. 6,335,155 – Methods for rapidly identifying small organic molecule ligands for binding to biological target molecules

Licensor Core Technology mean all patents, patent applications, invention disclosures, certificates of invention and applications for certificates of invention, owned or Controlled by Licensor or its Affiliates as of the Agreement’s Effective Date and/or during the term of the Agreement, and all information, materials and other subject matter, and improvements thereof, relating to (i) mutants or the use thereof in screening, (ii) the use of novel protein engineering techniques and their application in drug discovery, (iii) target-directed fragment discovery and maturation to produce drug leads, including monophores, extenders and fragments, and monophore, extender and fragment libraries for such purposes, (iv) covalent tethering and techniques related thereto (e.g., NMR, X-ray, mass spec. AUC, Biacore) and its use to discover fragments and test binding hypotheses of fragments and leads, or (v) dynamic and other combinatorial chemistries related to proteins, as well as any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions, supplementary protection certificates, and other governmental actions which extend any of the patent applications, patents, invention disclosures, certificates of invention or certificates of invention applications above, and all foreign counterparts to any of the foregoing.  Notwithstanding the foregoing, Licensor Core Technology shall exclude all Licensor Inhibition Mode Technology and Research Program Technology.

Licensor Background Technology means all patents, patent applications, invention disclosures, certificates of invention and applications for certificates of invention, Controlled by Licensor or its Affiliates as of the Effective Date and/or during the term of the Agreement, that (i) are necessary or useful to Licensee in the research, development, or commercialization of compounds that inhibit the Target (including but not limited to Program Compounds and Products), and (ii) are not Licensor Inhibition Mode Patents, Research Program Patents or within the Licensor Core Technology; as well as any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions, supplementary protection certificates, and other governmental actions which extend any of the patent applications, patents, invention disclosures, certificates of invention or certificates of invention applications above, and all foreign counterparts to any of the foregoing.

Field of Use
Research collaboration agreement relates to discover novel oral drugs for the treatment of viral infections.

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.

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