Royalty Report: Drugs, Disease, Therapeutic – Collection: 248373

For the Commercialization License, Licensor grants an exclusive right and license under Licensor Patent Rights and Licensors rights under Joint Patent Rights, to Commercialize Product Candidates and Products in the Territory in the Field.

For the Know-How License, Licensor grants an exclusive license in the Field in the Territory under all Licensor Know-How to the extent that it relates exclusively to Compounds, Product Candidates or Products, solely to discharge Licensees obligations and exercise its rights under this Agreement.

For the Manufacturing License, Licensor grants an exclusive license in the Field in the Territory to Manufacture Product Candidates and Products for Commercial use in the Territory, and a co-exclusive,  with Licensor, right and license to Manufacture Product Candidates and Products for purposes of exercising its rights under the Development License, in each case under Licensor Patent Rights, Licensor Know-How and Licensors right under Joint Patent Rights.

For the License of Trademarks, prior to Commercialization of a Product, the Parties shall enter into a trademark licensing agreement to use logos chosen and owned by Licensor and the Trademarks Controlled by Licensor, on labeling, package inserts, monographs and packaging materials for the Product, Product Materials and samples, and other materials used in connection with the performance of this Agreement during its term.

Compound means VX-950, or any Backup Compound that is included in this Agreement, and all of its or their prodrugs and metabolites, its or their stereoisomers and tautomers, and all of the esters, salts, hydrates, solvates, inclusion complexes and polymorphs of any of the foregoing.

Product means any pharmaceutical preparation in final commercial form containing the Product Candidate, for sale by prescription, over-the-counter or any other method. Product includes without limitation any Combination Product.

Product Candidate means a pharmaceutical composition containing a Compound as an active ingredient.

The property includes US patent application 10/344,112 and related applications.

VX-950 is an investigational oral inhibitor of hepatitis C virus protease, an enzyme essential for viral replication, and is one of the most advanced investigational agents that specifically targets HCV. In clinical studies to date, researchers have observed rapid and dramatic antiviral activity with VX-950.

The Parent Agreement shall terminate in its entirety as of the Amendment Effective Date.

With this Additional Development License , the Licensor grants a non-exclusive right and license under the Licensor Know-How, Patent Rights and Licensors rights under Joint Patent Rights to Develop and Manufacture VX-950 and Products containing VX-950 in North America.

Compound means VX-950, or any Backup Compound that is included in this Agreement, and all of its or their prodrugs and metabolites, its or their stereoisomers and tautomers, and all of the esters, salts, hydrates, solvates, inclusion complexes and polymorphs of any of the foregoing.

For HCV Activity Compounds, Licensor grants an exclusive, even as to Licensor, license under the Licensor Patent Rights to make, use, offer for sale, import and export any HCV Activity Compounds solely within the Field in the Territory.

Licensor grants a non-exclusive license under any such patents to develop, make, have made, import, export, use, offer for sale and sell Licensed Products for all uses in the Territory.

For research, Licensor grants a non-exclusive license under its patents, trademarks and other intellectual property only to the extent necessary to carry out Licensees obligations and responsibilities under the Research Program and to develop and commercialize a Licensed Product.

Licensee, its Affiliates and sublicensees shall be free to use and to register in any trademark office worldwide any Trademark for use with Licensed Products they desire in their sole discretion.

HCV Activity Compounds means Candidate Compounds, other than Licensed Products or Back-Up Compounds, or Non-Collaboration Compounds meeting the HCV Activity Criteria set forth.

The patents are those filed to protect Licensor Inventions or interest in Joint Inventions, or otherwise filed to protect either a transition state-based inhibitor of the NS3 protease of the Hepatitis C virus existing within Licensor Know-How as of the Effective Date or an inhibitor of the Hepatitis C viral proteases within Licensor KnowHow arising from the Research Program.

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

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

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

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

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