Royalty Report: Drugs, Disease, Therapeutic – Collection: 252854

License Grant

The University hereby grants to Licensee an exclusive, royalty bearing, worldwide license under Licensed Technology and Licensed Patent Rights to develop, make, have made, use, offer to sell, sell, export and import Licensed Products and to use, practice and otherwise exploit methods embodying Licensed Technology and/or that are disclosed in, covered or claimed by Licensed Patent Rights, with the right to sublicense others through multiple tiers of sublicensees under the terms of Article VIII, throughout the term hereof in the Field of Use.

License Property

Licensed Products shall mean any product or process in the Field of Use embodying Licensed Technology or that incorporates, is covered, disclosed or claimed by, or is made, in whole or part, by the use of the Licensed Patent Rights.

Licensed Technology shall mean and include but not limited to:
(i)  the technologies, inventions and know-how associated with the VCU Invention Disclosures listed,
(ii) SRA (Sponsored Research Agreement) technology, inventor improvement(s), collaboration improvements and any non-inventor improvements(s) that Licensee elects to add to this agreement.

Licensed Patent Rights shall mean (a) those patent applications listed and patents issuing therefrom, any foreign equivalents thereof, and any and all United States (and foreign equivalents of) extensions, substitutions, continuations, confirmations, divisions, reissues, reexaminations, restorations, registrations and continuation-in-part applications that are entitled to the priority date of any such applications, with respect to any or all of the foregoing, in each case as of the effective date and thereafter that are filed or issued during the term of this Agreement, and enforcement rights;  (b) those United States and foreign patent applications and patents disclosing, covering or claiming any Licensed Technology and, in each case, any and all United States (and foreign equivalents of) extensions, substitutions, continuations, confirmations, divisions, reissues, reexaminations, restorations, registrations and continuation-in-part applications that are entitled to the priority date of any such applications, with respect to any or all of the foregoing, that are filed or issued during the term of this Agreement, and enforcement rights.

Provisional Serial No. 60/621,537, filed  October 25, 2004 – Nuclear Oxysterol, Potent Regulator Of Cholesterol Homeostasis, For Therapy Of Hypercholesterolemia, Hyperlipidemia, and Atherosclerosis

Non-Provisional Serial No. 11/739,330, filed April 26, 2007 – Nuclear Sulfated Oxysterol, Potent Regulator Of Cholesterol Homeostasis, For Therapy Of Hypercholesterolemia, Hyperlipidemia, and Atherosclerosis

Provisional Serial No. 61/154,063, filed  February 20, 2009 – 5-Cholesten-3b , 25-diol 3-sulfate (25HC3S), an authentic PPARy agonist and LXR antagonist, or the therapy of inflammatory diseases

SRA Technology means Project Technology (defined in the SRA) and any technology, data, ideas, inventions, discoveries and improvements, and the intellectual property rights therein and thereto including Project Patent Rights (defined in the SRA) and enforcement rights, that are developed, generated, made, conceived or reduced to practice, in whole or in part, by inventor(s), alone or with others, directly or indirectly in the performance or as a result of the SRA Project (defined in the SRA).

Field of Use

Field of Use shall mean all fields of use.

License Grant

University hereby grants to Israel Corporation and Corporation hereby accepts from University the License. License shall mean the exclusive worldwide license to practice University’s share in the University Research Technology (as hereinafter defined) for the development, manufacture, use and sale of the Licensed Products (as hereinafter defined). At the initiative of Corporation or University, the parties shall consult with each other regarding the prosecution of all patent applications with respect to the University Research Technology. University and Corporation shall assist, and cause their respective employees and consultants to assist, each other in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology. Corporation shall be entitled to grant sublicenses under the License on terms and conditions in compliance and not inconsistent with the terms and conditions of this Agreement (except that the rate of royalty may be at higher rates than those set forth in this Agreement) (i) to a Corporation Entity or (ii) to other third parties for consideration and in an arms-length transaction.

License Property

Licensed Products shall mean all products, drugs, diagnostic reagents, diagnostic methods, therapeutic agents and therapeutic methods covered by a claim of any unexpired University Patents (as hereinafter defined) which has not been disclaimed or held invalid by a court of competent jurisdiction from which no appeal has been or can be taken.

University Research Technology shall mean all University Patents and all University Know-How.

University Patents shall mean all United States and foreign patents and patent applications, and any divisions, continuations, in whole or in part, reissues, renewals and extensions thereof, and pending applications therefor:
(1)  
which claim Pre-Existing Inventions and which are identified hereto; or
(2)  
which claim inventions that are made, in whole or in part, by students or employees of SAMSF during the term and in the course of the Research Project;  
with the exception of all such patents which are Corporation Patents as hereinafter defined.
U.S. Patent Application Serial No. 08/801,301, filed February 18, 1997 entitled Use if Nekatibub To Prevent Cytotoxic effects of Amyloid Protein by Pappolla.
U.S. Provisional Patent Application Serial No. 60/075,555 filed February 23, 1998 entitled Use of 3-Indol-Proprionic acid by Pappolla
U.S. Provisional Patent Application Serial No. 60/079,349 filed March 25, 1998 entitled Inhibition of Alzheimer of Alzheimer Beta-Fibrillogenesis by Mela Tonm by Pappolla.

Corporation Patents shall mean all United States and foreign patents and patent applications, and any divisions, continuations, in whole or in part, reissues, renewals and extensions thereof, and pending applications therefor which claim inventions that are made, in whole or in part, by students or employees of Corporation.

Research Technology shall mean all University Patents, University Know-How, Corporation Patents and Corporation Know-How.

Field of Use

Field shall mean research, development and testing within pharmaceutical, biotechnological and diagnostic development programs in the field of Alzheimer’s Disease and other central nervous system and neurodegenerative diseases, and in the field of all other possible utilities for melatonin analogs.

License Grant

Licensor, a non-profit biomedical research company, grants to Licensee an exclusive, royalty-bearing license, with the right to grant sublicenses pursuant to Section 2.5, in the Territory under and to use the Licensed Intellectual Property to research, develop, make, have made, use, sell, offer for sale and import Licensed Products in the Field.

License Property

Licensed Patents means (a) the Patents listed below to this Agreement; (b) any and all Patents that claim Licensed Know-How and are Controlled by Licensor on the Effective Date and during the Term, including without limitation Licensors interest in any Joint Patent that claims Licensed Know-How; (c) all divisionals, continuations (in whole or in part, including without limitation conversions of provisional applications into utility patent applications), and substitutions of any of the preceding, and any letters patent and/or registrations (including, without limitation, all reissues, renewals, extensions, confirmations, re-examinations, supplementary protection certificates) that may be granted on any of the foregoing; and ( d) any and all United States and foreign counterparts of any of the foregoing.

Licensed Patents:
U.S. provisional patent application USSN 60/965,135 entitled Therapeutic Compositions for Treatment of Inflammation of Ocular and Adnexal Tissues

PCT/US08/09776 filed on 15.08.2008 claiming priority to Provisional 60/965,135, filed on August 16 2007. Published on February 26, 2009 WO/2009/025763, entitled Therapeutic Compositions for Treatment of Inflammation of Ocular and Adnexal Tissues

Provisional 61/143,561 filed January 09. 2009 entitled Therapeutic Compositions For Treatment of Corneal Disorders

Licensed Product means any product the manufacture, use or sale of which would, but for the licenses granted in this Agreement, infringe a Valid Claim of a Licensed Patent.

An amendment to the license agreement dated 01/01/1990 is amended by deleting it in its entirety the above Licensed Patent Information and replacing it hereto:
Licensed Patents:
U.S. Patent Appln. No. 121685.510
U.S. Patent Appln. No. 13/183,231

Field of Use

The patent applications cover methods of treating diseases of the eye using an inhibitor of the inflammatory cytokine IL-1.

License Grant

The Canadian Institutions grant to Company an exclusive, royalty-bearing license, with the further right to grant sublicenses, in any and all of their rights in and to the Licensed Technology to commercialize said Licensed Technology for the Field in the Territory, which includes the right to research, develop, manufacture, have manufactured, use, have used, sell or have sold, offer for sale, import and export Product(s) and Service(s) (the License).

License Property

The Licensed Patents relate to methods and compounds for the modulation of the SIRPa-CD47 interaction for therapeutic cancer applications.

Licensed Patents means the patents and patent applications further described and listed:
US13/320,629
United States
Utility
Patent – pending

Licensed Technology means: (i) the Licensed Patents, (ii) the Institutions Research Program IP, and (iii) all of the right, title and interest of each of the Institutions in the Joint Research Program IP, all as further described and listed in this agreement (as amended).

Product means any product the manufacture, sale or use of which either (a) exploits Licensed Technology, or (b) would, but for the License, infringe a Valid Claim.

Intellectual Property or “IP” mean inventions (whether patentable or unpatentable), discoveries, written material, compounds, information, know-how, trade secrets, copyright, designs, plant breeders’ rights, integrated circuit topographies, ideas (including but not limited to any computer software), formulae, algorithms, concepts, proprietary data, techniques, instructions, processes, expert opinions, information, materials, program listings, flow charts, logic diagrams, manuals, specifications, instructions, or any copies of the foregoing in any medium, or the expression thereof.

Intellectual Property Rights or “IP Rights” means any rights in Intellectual Property which a Party owns or is seeking to own, including any regular or provisional patent applications filed in the U.S., Canada or any other jurisdiction, and any divisions, continuations, patents issuing thereon or renewals, or reissues, or extensions and any and all patents and patent applications in other countries corresponding thereto, for the Licensed Technology.

Research Program(s) means the sponsored research relating to the research and development of methods and compounds for the modulation of the SIRPa-CD47 interaction for therapeutic cancer applications undertaken by one or both of the Institutions under the SRA #2, SRA #3, SRA #4 and SRA #5A, SRA #5B, and the Collaboration Agreement.

Field of Use

Field means use in, and applications for, therapeutic cancer applications.

License Grant

The purpose of this contract is to acknowledge the assignment by French Assignor, and individual and Assignee's co-founder, Chairman and Chief Executive Officer, to French Assignee of all his rights to and under the Existing Patents and Current Patent Applications, and to organize the assignment and transfer by Assignor to Assignee and/or its Affiliates of his rights on and to any and all Current Results for the agreed price.

The Parties also agree hereby on the financial compensation for the assignment by Assignor to Assignee and/or its Affiliates of any rights on and to Future Results including any rights as a co-inventor of patentable inventions to be covered by Future Patent Applications.

The provisions of this Agreement shall only apply to Results generated by Assignor during the period ending on the earlier of (i) the term of this Agreement and (ii) the Employment Period.

License Property

Current Patent Applications means:

No. 1. The French patent application n°FR1753775 filed on April, 28th 2017 and entitled “20-Hydroecdysone extract of pharmaceutical grade, its use and its preparation”.
No. 2. The French patent application n°FR1758071 filed on May, 31st 2017 and entitled “Use of 20-hydroxyecdysone and the derivatives thereof in the treatment of myopathies”.
No. 3. The French patent application n°FR1851778 filed on February, 28th 2018 and entitled “Phytoecdysones for their use in the prevention of the loss of muscular strength during an immobilisation” .
No. 4. The French patent application n°FR 1902726, entitled “Phytoecdysones and their derivatives for their use in the treatment of neuromuscular diseases “.
No. 5. The French patent application n°FR 1902727, entitled “Phytoecdysones and their derivatives for their use in the treatment of alterations of the respiratory function”.
As well as any and all (I) provisional and non-provisional applications, foreign patent application, patent cooperation treaty (PCT) applications, substitutions, continuations, continuations-in-part, divisions and renewals of the above describe patent applications, (ii) all patents granted thereon, and (iii) all reissues, re-examinations and extensions or restorations, including supplementary protection certificates or the equivalent thereof, granted thereon and corresponding priority rights.

Existing Patents means the patent applications filed by Licensee before July 13, 2015 as well as any and all (I) provisional and non-provisional applications, foreign patent application, patent cooperation treaty (PCT) applications, substitutions, continuations, continuations-in-part, divisions and renewals of such patent applications, (ii) all patents granted thereon, and (iii) all reissues, re-examinations and extensions or restorations, including supplementary protection certificates or the equivalent thereof, granted thereon and corresponding priority rights.

Future Patent Application means (I) any patent or patent application based on Current Results for which Assignor is designated as an inventor or co-inventor and/or (ii) a patent application filed on the basis of Future Results and for which Licensor is designated as an inventor or co-inventor, as well as any and all (x) provisional and non-provisional applications, foreign patent application, patent cooperation treaty (PCT) applications, substitutions, continuations, continuations-in-part, divisions and renewals of such patent applications described in (I) and (ii), (y) all patents granted thereon, and (z) all reissues, re-examinations and extensions or restorations, including supplementary protection certificates or the equivalent thereof, granted thereon and corresponding priority rights.

The myopathies are neuromuscular disorders in which the primary symptom is muscle weakness due to dysfunction of muscle fiber.

Field of Use

This agreement pertains to the drug industry.  Assignee is a biotechnology company that develops drug candidates to treat age-related and genetic degenerative diseases, especially those affecting muscular and visual functions.

License Grant

Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, subject to the terms, conditions and restrictions of this agreement, the exclusive, worldwide right and sublicenseable license under the Licensor Intellectual Property rights, until the end of the term for which the Licensor Patent rights are granted, unless this agreement shall be sooner terminated according to the terms hereinafter provided to:
(a)  develop, make, have made, import, use, lease, offer for sale, sell, and distribute Licensed Products;
(b)  develop, make, have made, import, use, lease, offer for sale, sell, and distribute Licensed Processes
(c)  develop, make, have made, perform, provide, import, use, lease, offer for sale, sell, and distribute Licensed Services; and/or
(d)  practice and use the Licensor Intellectual Property rights, other than Licensor Patent rights, and to use the Licensor materials, insofar as such practice and use is required to carry out the activities under subsections (a)-(c) above.

License Property

The Intellectual Property rights relating to technology which enhances human weight loss associated with the use of certain therapeutics.

Licensed Product means any product or part thereof containing mirtazapine or setiptiline in any form, (including, without limitation, any and all enantiomers, analogs, derivatives and salts thereof) used in combination with one or more active ingredients, which:
(a)  is covered in whole or in part by any valid claim contained in the Licensor Patent rights in the country in which any such product or part thereof is made, used or sold; and/or
(b)  is manufactured by using a process or is employed to practice a process which is covered in whole or in part by a valid claim contained in the Licensor Patent rights in the country in which any Licensed Process is used or in which such product or part thereof is used or sold; and/or
(c)  in its intended use, practices, incorporates, or otherwise utilizes, in whole, or in part, a valid claim contained in the Licensor Patent rights in the country in which any such product or part thereof is made, used, or sold.

Licensed Products shall also mean, unless the context otherwise clearly requires, the following terms, collectively: Licensed Products, Licensed Processes, and Licensed Services, and a Licensed Process and Licensed Service shall be included within such term notwithstanding such process or service is not literally a physical product.

Licensed Process means any process which is covered in whole or in part by a valid claim contained in the Licensor Patent rights and is used, performed or practiced with respect to any Licensed product.

Licensor Patent Rights (Duke Patents)
Serial No. 60/535,799 – Method of reducing weight gain risk associated with antidepressant therapy.
Serial No. 60/567,896 – Compositions for affecting weight loss.
Serial No. 60/616,393 – Compositions of an anticonvulsant and an antipsychotic drug and methods of using the same for affecting weight loss.

Licensed Service means any service provided by Licensee (and/or sublicensees, as the case may be) to a third party which utilizes Licensed Products and/or Licensed processes.

Intellectual Property Rights means any and all Licensor patent rights, pre-collaboration Licensor Intellectual Property, collaboration Licensor Intellectual Property, and Licensor rights in or to collaboration joint Intellectual Property.

Patent Rights means:
(a)  the Duke Patent Rights; and
(b)  any and all patents, patent applications and rights to file any patent applications with respect to any Collaboration Licensor Intellectual Property, together with all divisions, continuations, continuations-in-part (but only to the extent that the subject matter of each such continuation-in-part application is described in and enabled by the disclosure of any such patent applications), re-examinations, reissues, substitutions, or extensions thereof and patents issuing from any such patent applications in the United States and non-U.S. jurisdictions; and or
(c)  Licensor rights in or to all patents, patent applications and rights to file any patent applications with respect to any Collaboration Intellectual Property, together with all divisions, continuations, continuations-in-part (but only to the extent that the subject matter of each such continuation-in-part application is described in and enabled by the disclosure of any such patent applications), re-examinations, reissues, substitutions, or extensions thereof and patents issuing from any such patent applications in the United States and non-U.S. jurisdictions.

Licensor Materials means any proprietary materials provided by Licensor to Licensee.

Intellectual Property means all intellectual property rights worldwide arising under statutory or common law, and whether or not perfected, including, without limitation, all (A) patents and patent applications now existing or hereafter filed, issued or acquired, together with all divisions, continuations, continuations-in-part (but only to the extent that the subject matter of each such continuation-in-part application is described in and enabled by the disclosure of any such patent application), re-examinations, reissues, substitutions, or extensions thereof and patents issuing therefrom in the United States and non-U.S. jurisdictions; (B) rights associated with works of authorship including copyrights, copyright applications and copyright registrations; and (C) rights relating to the protection of trade secrets, know-how and confidential information.

Field of Use

The technology sublicensed relates to the use of zonisamide with either of two specified therapeutics: mirtazapine and setipiline.

One of the specified uses under the agreement is development program for obstructive sleep apnea.

License Grant

Licensor hereby grants to Licensee an exclusive (even as to Licensor), royalty-bearing license, with the right to grant sublicenses, under the Patent Rights, the Licensor Know-How and PHS Patent Rights to use, store, import, export, transport, Manufacture or have Manufactured Licensed Compounds in the Territory in the Field and to Develop, Manufacture and Commercialize Licensed Products in the Territory in the Field during the Term.

Licensor hereby also grants to Licensee an exclusive (even as to Licensor), royalty-free right and license in the Territory, with the right to grant sublicenses as part of any sublicense of rights granted with respect to Licensed Products, to use the Licensed Trademarks in connection with using, selling and offering for sale Licensed Products in the Territory in the Field during the Term.

License Property

Patent Rights means:
(a)  Patent applications (including provisional patent applications and PCT patent applications) or patents as follows:
(i)   U.S. Patent Application Serial No./U.S. Provisional Patent Application Serial No. 60/052,087(provisional), HHS Reference number E-247-1997/0, filed July 9, 1997, entitled Highly Selective Butyrylcholinestcrase Inhibitors for the Treatment and Diagnosis of Alzheimer’s Disease and Dementias, and
(ii)  U.S. Patent Application Serial No./U.S. Provisional Patent Application Serial No, 60/245,329 (provisional), HHS Reference number E-141-2000/0, filed November 2, 2000, entitled Agents useful for reducing amyloid precursor protein and treating dementia and methods of use thereof,  and any U.S. and foreign patent application(s) claiming the benefit of priority thereof including all divisions and continuations of these applications, all patents issuing from these applications, divisions, and continuations, and any reissues, reexaminations, and extensions of all these patents to the extent that at least one Inventor from the Institution is an Inventor thereon.

The Manufacture of Licensed Compounds and/or Licensed Products embodying the PHS Patent Rights, or produced through use of the PHS Patent Rights, shall be subject this agreement and the PHS Agreement, which requires that products embodying PHS Patent Rights, or produced through use of PHS Patent Rights, shall be manufactured substantially in the United States unless a waiver is granted.

Field of Use

This agreement pertains to the drug industry relating to Alzheimers disease and dementias.  Field shall mean all fields other than the Excluded Field and Research Field.  Research Field shall mean internal research and not for purposes of commercial manufacture or distribution in lieu of purchase.

License Grant

Licensor hereby grants to Licensee and Licensee hereby accepts from Licensee, subject to the terms and conditions of this agreement, the exclusive right and sublicenseable license for the field of use in the territory to practice under the Licensor Patent Rights to develop, make, have made, import, use, lease, offer for sale, sell, and distribute Licensor Licensed Products for the field of use in the territory only, to develop, make, have made, import, use, lease, offer for sale, sell, and distribute Licensor Licensed Processes in/for the field of use in the territory, and/or to develop, make, have made, perform, provide, import, use, lease, offer for sale, sell, and distribute Licensor Licensed Services in the field of use in the territory only until the end of the term for which the Licensor Patent Rights are granted unless this agreement shall be sooner terminated according to the terms hereinafter provided.

License Property

Patent Rights shall mean the patents, patent applications listed below, together with all divisions, continuations, continuations-in-part re-examinations, reissues, substitutions, or extensions thereof and patents issuing therefrom in the United States and non-U.S. jurisdictions. Notwithstanding the foregoing or anything else to the contrary in this agreement:
US Patent Application SN 10/440,404, entitled, 'Method for Treating Obesity' and filed May 19, 2003. (Atising from Licensor Office of Science and Technology File #2081)
PCT Patent Application PCT/US03/15703, entitled, 'Method of Treating Obesity and filed May 19, 2003. (Arising from Licensor Office of Science and Technology File #2081)
US Provisional Patent Application SN 60/535,799, entitled, 'Method of Reducing Weight Gain Risk Associated with Antidepressant Therapy' and filed January 13, 2004. (Arising from Licensor Office of Science and Technology File# 2308)
US Provisional Patent Application SN 60/535,800, entitled Method of Reducing Weight Gain Risk Associated with Antipsychotic Therapy' and filed January 13, 2004. (Arising from Licensor Office of Science and Technology File #2294)

Licensed Product shall mean any product or part thereof which:
(a)
is covered in whole or in part by any valid claim contained in the Licensor Patent Rights in the country in which any such product or part thereof is made, used or sold; and/or
(b)
is manufactured by using a process or is employed to practice a process which is covered in whole or in part by a valid claim contained in the Licensor Patent Rights in the country in which any Licensor Licensed Process is used or in which such product or part thereof is used or sold; and/or
c)
in its intended use, practices, incorporates, or otherwise utilizes, in whole, or in part, a valid claim contained in the Licensor Patent Rights in the country in which any such product or part thereof is made, used, or sold.

Licensed Process shall mean any process which is covered in whole or in part by a valid claim contained in the Licensor Patent Rights.

Licensed Service shall mean any service provided by Licensee (and/or sublicensees, as the case may be) to a third party which utilizes Licensor Licensed Products and/or Licensor Licensed Processes.

Field of Use

The Gadde patent is a U.S. patent covering the composition of our Empatic product candidate and methods for using Empatic to treat obesity and reduce the risk of hypertension, diabetes or dyslipidemia.

License Grant

Licensor hereby grants to Japanese Licensee an exclusive, royalty-bearing license under the Licensor Technology and Licensors interest in the Joint Technology, to make, have made use, sell and otherwise commercialize Collaboration Products for all uses in the Field in the Territory.

License Property

Licensor Technology shall mean Licensor Patent Rights, Licensor Know-How and Gene Therapy Technology.

Licensor Patent Rights shall mean (i) all patents and patent applications, or conceived and reduced to practice by Licensor alone, or Licensor and/or its agents (including researchers at DFCI) in connection with the Research Program during the Research Program Term, and (ii) any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions or other governmental actions which extend any of the subject matter of the patent applications or patents in (i) above, and any substitutions, confirmations, registrations or revalidations of any of the foregoing, in each case, which is owned or controlled, in whole or part, by license, assignment or otherwise by Licensor, to the extent Licensor has the right to license or sublicense, and subject to any limitations of such license or sublicense. For the avoidance of doubt, the Licensor Patent Rights shall not include Licensor Know-How.

Licensor know-how shall mean confidential information and materials, including, but not limited to, pharmaceutical, chemical, biological and biochemical products, technical and non-technical data, and information relating to the results of tests.

U.S. Patent Application Serial No. 08/745,375 entitled 'Methods for Promoting Wound Healing and Transplant-Assoctaed Vasculopathy'

U.S. Patent Application Serial No. 08/816,346 entitled 'Chimeric Adenoviral Coat Protein and Methods of Using Same'

U.S. Patent Application Serial No. 08/854,601 entitled 'Multigene HSV Vectors for Cancer Immunotherapy'

U.S. Patent Application Serial No. 08/861,773 entitled 'An Improved Method for the Production of Non-Group C Adenoviral Vectors'

U.S. Patent Application Serial No. 60/047,849 entitled 'Alternately Targeted Adenovirus'

U.S. Patent Application Serial No. 60/049,072 entitled 'Phage Vector and Methods of Use'

U.S. Patent Application Serial No. 60/054,329 entitled.'Targeted HSV Vectors'

Field of Use

Field shall mean Gene Therapy for the treatment of human cancer excluding any use of the vascular endothelial growth factor (VEGF) gene or tumor necrosis factor alpha (TNF) gene or, in each case, any portion or derivative thereof.

The collaboration involves the development of Ad.CD for immunotherapy of cancer based on the delivery of tumor antigen genes. Ad.CD, an adenovirus vector containing the cytosine deaminase ('CD') gene, is designed to convert a nontoxic precursor drug into fluorouracil to effect tumor destruction, either alone or in combination with radiation therapy.

License Grant

In consideration of the premises and the mutual agreements hereinafter set forth, the parties hereby agree to amend the following: The meaning for the term 'net sales'; the sublicensing rights; royalty and milestone payments relating to the Licensed Products, Processes and Services.

License Property

Patent Rights shall mean the patents, patent applications listed below, together with all divisions, continuations, continuations-in-part re-examinations, reissues, substitutions, or extensions thereof and patents issuing therefrom in the United States and non-U.S. jurisdictions. Notwithstanding the foregoing or anything else to the contrary in this agreement:

US Patent Application SN 10/440,404, entitled, 'Method for Treating Obesity' and filed May 19, 2003. (Atising from Licensor Office of Science and Technology File #2081)
PCT Patent Application PCT/US03/15703, entitled, 'Method of Treating Obesity and filed May 19, 2003. (Arising from Licensor Office of Science and Technology File #2081) US Provisional Patent Application SN 60/535,799, entitled, 'Method of Reducing Weight Gain Risk Associated with Antidepressant Therapy' and filed January 13, 2004. (Arising from Licensor Office of Science and Technology File# 2308)
US Provisional Patent Application SN 60/535,800, entitled Method of Reducing Weight Gain Risk Associated with Antipsychotic Therapy' and filed January 13, 2004. (Arising from Licensor Office of Science and Technology File #2294)

Licensed Product shall mean any product or part thereof which: (a)
is covered in whole or in part by any valid claim contained in the Licensor Patent Rights in the country in which any such product or part thereof is made, used or sold; and/or (b) is manufactured by using a process or is employed to practice a process which is covered in whole or in part by a valid claim contained in the Licensor Patent Rights in the country in which any Licensor Licensed Process is used or in which such product or part thereof is used or sold; and/or c)
in its intended use, practices, incorporates, or otherwise utilizes, in whole, or in part, a valid claim contained in the Licensor Patent Rights in the country in which any such product or part thereof is made, used, or sold.

Licensed Process shall mean any process which is covered in whole or in part by a valid claim contained in the Licensor Patent Rights.

Licensed Service shall mean any service provided by Licensee (and/or sublicensees, as the case may be) to a third party which utilizes Licensor Licensed Products and/or Licensor Licensed Processes.

Field of Use

The Gadde patent is a U.S. patent covering the composition of our Empatic product candidate and methods for using Empatic to treat obesity and reduce the risk of hypertension, diabetes or dyslipidemia.

License Grant

Licensor hereby grants to the Dutch Licensee, and Licensee hereby accepts from Licensor, a sole and exclusive and royalty bearing license, with the right to sublicense, in the Territory, under the Technology Rights during the Term of this Agreement, to research, develop, make, have made, use, import, export, market and sell Products and to practice and have practiced Processes, without any limitations except for those limitations expressly set forth herein.

License Property

Core Business means the core business of Licensor i.e. antiviral and anticancer drug discovery, development, and commercialization.

Products mean any composition(s), compound(s), product(s), apparatus or Material(s) of which its research, development, manufacture, use, sale, supply or other disposition is covered by, incorporates or utilizes the Technology Rights and which could not be conceived, developed or reduced to practice but for the use of the Technology Rights.

Processes mean any process of which its research, development, manufacture, use, sale, supply, service testing or other disposition is covered by, incorporates or utilizes the Technology Rights.

Technology Rights means one or more of Materials, Know How and Patent Rights.

Patent Rights means (i) the Patents listed and (ii) any Patents based on any of the Patents listed, and (iii) any other Patents that would be infringed by or useful for the manufacture, use, sale, offer for sale or import of a Product or Process and that are owned by Licensor or any of its Affiliates, as of the Effective Date or at any time during the term of this Agreement and (iv) any Patents that would be infringed by or useful for the manufacture, use, sale, offer for sale or import of a Product or Process and that are licensed to Licensor as of the Effective Date or at any time during the term of this Agreement. Patents Rights will include any reissues, confirmations, renewals, extensions, counterparts, divisions, continuations, continuations-in-part, supplemental protection certificates or utility models relating to the patents or patent applications described or referred to herein. It is expressly understood that Patent Rights exclude Licensee Background Patents and Improvements.

Licensor’s patent application, now published as WO 02/33128 and entitled, “Simultaneous quantification of nucleic acids in diseased cells,” and all divisionals, continuations, continuations-in-part, reissues, substitutions, confirmations, updates, registrations, revalidations, reexaminations, renewals, extensions or the like of any such patents and patent applications, to the extent that they relate to the mitochondrial toxicity technology.

Know how means the information, inventions and data (including, but not limited to, formulae, procedures, processes, protocols, techniques and results of experimentation and testing) concerning the Technology Rights owned or licensed by Licensor or any of its Affiliates as of the Effective Date or at any time during the term of this Agreement and that are useful for the research and/or development and/or manufacture and/or use of the Product or Processes, excluding Patent Rights therein.

Material means any and all materials, compositions, products and biologicals owned or licensed by Licensor or any of its Affiliates as of the Effective Date or at any time during the term of this Agreement and that are useful for the research and/or development and/or manufacture and/or use of the Product or Process, and any and all intellectual property rights therein, excluding Patent Rights.

Field of Use

The license is to further develop and commercialize Licensor's (anticancer and antiviral drug discovery) mitochondrial DNA and RNA detection and toxicity technology.

License Grant

Licensor hereby grants to Licensee of the Netherlands and Licensee accepts, subject to the terms and conditions herein, an exclusive worldwide license under the Patent Rights to research, have researched, Develop, have Developed, make, have made, import, distribute, use and Commercialise Licensed Products in the Field.  Such license shall include the right to grant sublicenses provided that Licensee shall remain responsible for compliance by Sublicensees with the terms and conditions of this Agreement.  Within thirty (30) days of the grant of each sublicense under this Agreement, Licensee shall inform Licensor in writing of the identity of the Sublicensee and provide a copy of the sublicense agreement but showing only those terms directly pertaining to the sublicense itself, with all other terms including financial terms redacted.

License Property

Licensed Product shall mean all products containing Factor IX that are covered by Valid Claims of the Patent Rights to any extent.

Patent Rights shall mean (i) U.S. Provisional Patent Application No. 60/612,135 filed September 22, 2004 entitled “Improved Expression of Factor IX in Gene Therapy Vectors” (Licensor reference no. SJ-04-0024); (ii) all patent applications filed claiming priority from the above including all provisional patent applications and all national, regional and international patents and patent applications; (iii) all patent applications filed claiming priority from any of the above including any divisional, continuation, or continuation-in-part; (iv) any patent issued on any of the foregoing; (v) any reissue or extension of such patent; and (vi) any foreign counterparts to such patents and patent applications and applications and/or patents or the equivalent thereof claiming priority to or from any of the above.

Field of Use

This agreement pertains to the drug industry relating to the field that shall mean gene therapy for the therapy or prophylaxis of Haemophilia B.

Hemophilia B is a hereditary bleeding disorder caused by a lack of blood clotting factor IX. Without enough factor IX, the blood cannot clot properly to control bleeding.