Royalty Report: Drugs, Cancer, Therapeutic – Collection: 253970

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Curated Royalty Rate Report
Category: Technology Licenses, Created On: 2022-04-28, Record Count: 9

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: 9

Primary Industries

  • Drugs
  • Cancer
  • Therapeutic
  • Drug Discovery
  • Diagnostic
  • Molecular
  • Proteins
  • Disease
  • Assay

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: 253970

License Grant
For the Research, Licensor grants a non-exclusive, worldwide license, without the right to sublicense except with prior written consent of Licensor, under the Licensor Licensed Patents and Know-How solely to perform pre-IND testing activities that are approved by the Parties in writing for a Provisional Collaboration Program and in connection with a Backup Program.

For the Clinical Development and Commercialization, Licensor grants a co-exclusive license under the Licensor Licensed Patents and Know-How to clinically develop, make, use, sell, offer for sale and import Co-Promotion Products in the U.S., and,  Licensor grants an exclusive license under the Licensor Licensed Patents and Know-How to clinically develop, make, use, sell, offer for sale and import Royalty-Bearing Products in the U.S. and Products in the Royalty Territory.

License Property
Licensor is a drug discovery company that has expertise and proprietary technology relating to therapeutics that modulate signal transduction pathways involved in oncology and other disease areas.

Product means any therapeutic or prophylactic product, for use in animals or humans, that contains or comprises a Collaboration Compound for which Licensee has exercised its Co-Development Option in accordance with the terms of this Agreement.

Field of Use
The field of use is the collaboration to discover, develop and commercialize novel targeted therapies for the treatment of cancer.

The Screening Targets for Contract Year 1 are Hsp70, pan-PLK, mTOR, iPFK.2, ACL, DVTI, DNAmt, and, EnZst.

The Lead Op Targets for Contract Year 1 are HSP90 (Heat Shock Protein 90), PIM (Pro viral Integration of MML V serine/threonine kinases), and, SMO (Smoothened).

IPSCIO Record ID: 319203

License Grant
For the research program, the general goals and intent of the Collaboration are to apply the Exelixis technology to discovering Eligible Targets that may be useful for the discovery and development of small molecule drugs for the prevention, treatment or cure of cancer.

Regarding the Licensor Know-How and Patents.
For Research, Licensor grants a non-exclusive, worldwide, license, under any Licensor Know-How and Patents solely to perform the research tasks assigned and and to perfom research, during the first six months after the end of the Research Term, upon mammalian orthologues of certain Model System Targets.

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

For Assays, Licensor grants an exclusive, worldwide license, under any Licensor Know-How and Patents covering the composition or use of one or more Assays;
(A) to make and have made such Assay,
(B) to use each such Assay to search for, make and have made
– (1) Collaboration Compounds with activity against the Licensee Selected Target for which such Assay was developed, and
– (2) compounds that lack activity against the Licensee Selected Target for which such Assay was developed,
(C) to develop, and make or have made, for use in the Development Field, and in any defined field licensed by Licensee, Licensee Collaboration Products, and
(D) to develop, following the commencement of a clinical trial of a Licensee Collaboration Product in the Development Field, such Licensee Collaboration Product for any human indication. Such license shall convert to a nonexclusive license, on an Assay-by-Assay basis, on the earlier of the date that is twenty (20) years after the end of the Research Term, or the Licensee Selected Target relating to such Assay becomes an Abandoned Target and is selected by Licensor as a Licensee Selected Target.

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

For Pharmacogenomic Uses, Licensor grants a nonexclusive, worldwide license, under the Licensor Know-How and Patents covering the composition, manufacture or use of any Selected Target of either Party, to use such Selected Target in the research, development, manufacture, use, import, sale and offer for sale of a Pharmacogenomic Product for use
(A) in connection with the research, development, manufacture, use, import, sale and offer for sale, for any indication, of a Licensee Product or a product that modulates the same Selected Target as such Licensee product via substantially the same molecular mechanism of action (a Target Product), and
(B) in the labeling, promotion, and registration of any Licensee Product or Target Product for any indication.

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

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

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

Regarding Target Inventions
– Licensor grants an exclusive, worldwide license, under the Target Inventions invented solely by Licensee and all Patents Controlled by Licensor that claim such Target Inventions, to use such Target Inventions for all purposes other than those for which
Licensor has exclusive rights.

– Licensor grants a worldwide license, under the Target Inventions invented jointly by the Parties and all Patents Controlled by Licensor that claim such Target Inventions, to use, without any accounting or obligation to, or consent required of Licensor, such Target Inventions for all purposes other than those for which Licensor has exclusive rights. The foregoing license is exclusive, with respect to Licensee Selected Targets, for those purposes for which Licensee has exclusive rights; such license is co-exclusive for all other permitted purposes.

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

Collaboration Compound means any molecule that
(a) has a molecular weight less than or equal to one thousand (1,000) daltons,
(b) is known, prior to the initiation of the first clinical trial for a Product containing such molecule, to have the ability to directly inhibit, activate or otherwise modulate the activity of a Selected Target, or inhibit, activate or otherwise modulate the activity of a Selected Target or its encoded protein in an assay measuring the activity of such Selected Target, and
(c) such ability is identified by or on behalf of a Party or its Affiliate or sublicensee, after the selection of a Selected Target by such Party, through the use to any material extent of such Selected Target or any Information relating to such Selected Target.

DPI Orthologue means a human orthologue.

Eligible Target means a human gene that is
(a) a human orthologue of a Model System Target,
(b) identified prior to the Research Term and during the Research Term or, after the end of the Research Term;
(c) not subject to any previously granted, prior to the identification of such gene as a human orthologue of a Model System Target, and currently in effect license from
Licensor to a Third Party for such Third Party to use such gene or its encoded protein for research in the Research Field or development, in the Development Field, of a small molecule product directed at such gene or its encoded protein or to make, use, import, offer for sale or sell such a product; provided, that so long as such license is not exclusive, the Licensee members of the JSC may elect to waive the requirements under this subsection (c) as to any given gene, and
(d) either not claimed in an issued Third Party patent covering its composition of matter or method of use in oncology,

Model System Target means an invertebrate or non-human, vertebrate gene.

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

Field of Use
Research Field means cancer research regarding
(a) growth regulation,
(b) cell cycle control,
(c) DNA damage response,
(d) cell survival,
(e) cell adhesion, or
(f) apoptosis as they pertain to cancer, as well as the adenomatous polypossis coli gene (apc} For clarity, the Research Field does not include angiogenesis/lymphangiogenesis research or research regarding cell motility or cell-cell communication (it being understood that cell-cell communication does not encompass cell adhesion which shall be included within the Research Field.

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

The Parties are establishing a collaboration to apply such Licensor technology and expertise to the identification and characterization of biochemical pathways and targets in specific research areas relevant to cell growth and proliferation, to generate small molecule therapeutic or prophylactic compounds directed against such targets, and to provide for the development and commercialization of novel therapeutic and prophylactic products based on such research.  In a cooperative effort that will leverage each Licensees technology and expertise in the fields of genomics and target validation, Licensor will identify and validate molecular targets that trigger cell death in cancer cells, while leaving normal cells unharmed. Licensee will then further validate these targets in human models.

IPSCIO Record ID: 263778

License Grant
This is a global collaboration covering two novel cancer programs  XL 184, a small molecule inhibitor currently in Phase III development and its associated development program; and,  XL281, a small molecule inhibitor of RAF kinase currently in Phase I development and its associated development program.

Licensor grants a co-exclusive license under the Licensors Licensed Know-How to clinically develop, make, have made, use, sell, offer for sale and import Co-Developed Products in the U.S.

Licensor grants a co-exclusive license under the Licensors Licensed Patents to clinically develop, make, have made, use, sell, offer for sale and import Co-Developed Products in the U.S.

Licensor grants an exclusive, subject to Licensors right to conduct Licensor Clinical Trials and work under the Backup Programs pursuant to this Agreement, license under the Licensor Licensed Know-How to clinically develop, make, have made, use, sell, offer for sale and import  Royalty-Bearing Products in the U.S.; and Products in the Royalty Territory.

Licensor grants an exclusive, subject to Licensors right to conduct Licensor Clinical Trials and work under the Backup Programs pursuant to this Agreement, license under the Licensor Licensed Patents to clinically develop, make, have made, use, sell, offer for sale and import  Royalty-Bearing Products in the U.S.; and Products in the Royalty Territory.

Licensor will grant a non-exclusive license to use such Licensor Marks solely in connection with the Commercialization of the Products in the Territory, the Trademark License Agreement.

License Property
Trademark is EXELIXIS®

Product means any therapeutic or prophylactic product that contains or comprises a Collaboration Compound. The Collaboration Compounds means  XL184; and  XL281.

XL184 means  the small molecule compound with Licensor identifier 02977184; the small molecule compounds listed in the Letter Agreement; any Program Backups to 02977184; and any isomer, racemate, salt, solvate, hydrate, metabolite, conjugate, ester, or prodrug of the compound.

XL281 means the small molecule compound with Licensor identifier 03832819;  the small molecule compounds listed in the Letter Agreement; any Program Backups to 03832819; and any isomer, racemate, salt, solvate, hydrate, metabolite, conjugate, ester, or prodrug of the compound.

XL184 provides a novel approach to the treatment of a variety of solid tumors where signaling through MET, VEGFR2 or RET plays an important role in dysregulated tumor growth and progression. XL184 has recently begun a Phase III clinical trials in medullary thyroid cancer, a disease in which RET mutations are found in a large proportion of patients. In addition, clinical trials to exploit the MET and VEGFR2 targeting of XL 184 are ongoing in patients with non-small cell lung cancer and glioblastoma. Preclinically, XL184 also exhibits inhibitory activity for .MET and VEGFR2 in a variety of breast, colon and brain tumor models.

XL28 l is a novel small molecule designed to selectively inhibit RAF kinase, which lies immediately downstream of RAS and is a key component of the RAS/RAF/MEK/ERK kinase signaling pathway. The RAS/RAF/MEK/ERK pathway plays a key role in the transmission of growth-promoting signals downstream of receptor tyrosine kinases. Dysregulation of this pathway plays a pivotal role in the progression of many human tumors, and inhibition of the pathway may be useful in the treatment of cancer. Phase I trials with this molecule are underway in order to select a dose and schedule for Phase II disease-directed trials.

Field of Use
The field of use is oncology in animals or humans.  XL 184 is currently in Phase III development for medullary thyroid cancer.  XL281 is currently in Phase I development for the treatment of patients with advanced solid tumor malignancies.

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: 249348

License Grant
Licensor grants a sublicensable right and license under Collaboration Rights and Licensor General Rights that is co-exclusive with Licensor to make and have made such Product in any country of the world for sale in such countries, and use, sell, offer to sell and import such Products in such countries in the Field, in accordance with the terms and conditions of this Agreement, and such license shall automatically terminate for a Project, and for each Product in the Project, as to which Licensee becomes an Opt-Out Party effective as of the Opt-Out Date.
License Property
Product means an Hsp90 Product and/or Hedgehog Product.  Project means Hedgehog Project and/or Hsp90 Project.

Hsp90 Diagnostic means a product or service for determining a person that is susceptible to treatment with a Hsp90 Therapeutic and/or monitoring such treatment and/or providing a prognosis of such treatment, in each case such treatment being for the purpose of treating and/or preventing a disease, disorder or condition.

Hsp90 Therapeutic means one or more molecules that primarily (i.e. the most potent activity) target and modulate one or more of Heat Shock Protein 90 (Hsp90) [and/or cochaperones of Heat Shock Protein 90 ( e.g. Hip and Hop), but not client proteins of Heat Shock Protein 90 such as c-Kit and EGFR,] and compositions that contain such a molecule(s). For the avoidance of doubt, the chemical entities disclosed and/or claimed in the Patent Rights indicated in Exhibit Y and IPI 504 are included as Hsp90 Therapeutics.

Hedgehog Diagnostic means a product or service for determining a person that is susceptible to treatment with a Hedgehog Therapeutic and/or monitoring such treatment and/or providing a prognosis of such treatment, in each case such treatment being for the purpose of treating and/or preventing a disease, disorder or condition.

Hedgehog Therapeutic means one or more molecules that primarily target (i.e. the most potent activity) and modulate one or more member(s) of the Hedgehog pathway and compositions that contain such a molecule(s). For the avoidance of doubt, the chemical entities disclosed and/or claimed in the Patent Rights [, and IPI 609, the IPI 609 polymorph, and reduced A-ring analogs of IPI 609] are included as Hedgehog Therapeutics.

The Licensee Patents are for Analogs ofBenzoquinone-Containing Ansamycins and Methods of Use Thereof, and,  Ansamycin Formulations and Methods of use Thereof, and,  Methods of Treatment Using Hydroquinone Ansamycins, and,  Crystal Form, and, Cyclopamine Analogs and Methods of Use Thereof , and, Dosing Regimens for the Treatment of Cancer, and,  Methods for Synthesizing Cyclopamine Analogs.

Field of Use
The collaborative agreement is to jointly develop and commercialize novel small molecule cancer drugs targeting Heat Shock Protein 90 (“Hsp90”) and the Hedgehog cell-signaling pathway.

IPSCIO Record ID: 324663

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Field of Use
The Research Field means cancer research regarding
(a) growth regulation,
(b) cell cycle control,
(c) DNA damage response,
(d) cell survival,
(e) cell adhesion, or
(f) apoptosis
as they pertain to cancer, as well as the adenomatous polypossis coli gene (ape).

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

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

IPSCIO Record ID: 368517

License Grant
The Parties previously entered an agreement to discover targets suitable for the development of small molecule oncology therapeutic and/or prophylactic agents which target essential tumor maintenance genes.

For Therapeutic Use, Licensor grants an exclusive license in the Territory under the Licensor Patent Rights and Know-How, with a right to sublicense for any and all Therapeutic Uses, to develop, make, have made, use, offer to sell, sell and/or import Collaboration Compounds and/or Products Directed at such Non-MAP  Collaboration Target for Therapeutic Use.

For Diagnostic Use, Licensor grants to a non-exclusive license in the Territory under the Licensor Patent Rights and Know-How, with a right to sublicense for any and all Diagnostic Use, to develop, make, have made, use, offer to sell, sell and/or import Collaboration Compounds and/or Products Directed at such Non-MAP Collaboration Target for Diagnostic Use.

For Biologicals, Licensor grants a non-exclusive license in the Territory under the Licensor Patent Rights and Licensor Know-How, with a right to sublicense to Licensees Affiliates to develop, make, have made and use Biologicals Directed to a NonMAP Collaboration Target or Discovery Target for the sole purpose of the research and/or development of a Product for Therapeutic Use and/or Diagnostic Use.

For MAP Collaboration Targets,  Licensor grants a non-exclusive license under the Licensor Patent Rights and Know-How that arise from the activities under the MAP Target Research Plan to develop, make, have made, use, offer to sell, sell and/or import inhibitors or modulators directed to such MAP Collaboration Target for Therapeutic Use and Diagnostic Use.

For Option for Non-MAP Collaboration Targets, Licensor grants an exclusive Option to obtain an exclusive license, and a non-exclusive license, for up to seven Non-MAP Nominated Targets at any one time.

License Property
Licensor has developed Know-How and has rights to related Patent Rights.

Licensor Genetic Screen Data means all data with respect to Potential Collaboration Targets generated by A YEO in conducting the MaSS Screen under the Research Program using the Collaboration Models.

Pilot Experiments mean the portion of the Research Program which involves the use of Licensors proprietary INK4A-/-/kRAS Spontaneous Inducible Melanoma Model to explore the potential use of Licensors proprietary model systems for responder identification.

Target means a nucleotide sequence, including all expressed variants of such nucleotide sequence.

Target Package shall mean the package of info1mation relating to a Non-MAP Nominated Target.

Target packages include, but are not limited to
—  Recurrence Information regarding frequency of integration in MaSS Screen or cDNA complementation screen in Collaboration Models, along with map of integration site.
—  Homology and Human Expression Identity and degree of homology between murine gene and closest human homolog. Available data regarding expression of target in human tissues and tumors.
—  Cellular Location Outcome of algorithm(s) to predict cellular location (intracellular v. extracellular) and/or reference(s) to experimental evidence demonstrating actual cellular location.

Licensor's Human Response Prediction platform is based on Licensor's proprietary, genetically-defined mouse models of human cancer. Each of these models is engineered to contain signature genetic mutations that are present in human disease. Beyond these cancer-initiating engineered mutations, the resultant tumors acquire common and distinct spontaneous mutations during tumor progression, providing additional natural genetic variation more akin to the range of genetic heterogeneity encountered across different primary human tumors. The tumor-to-tumor genetic variation in the system provides the opportunity to identify genetic correlations between responding and non- responding tumor populations, and to apply such genetic profiles in clinical development.  Consequently, compared with traditional xenograft models that have proven to be non-predictive of efficacy, often leading to expensive and time consuming hit or miss outcomes in clinical trials, Licensor's cancer models are improved predictors of human response.

Field of Use
The collaboration is focused on identifying genetic profiles that correlate with drug response to more effectively guide the clinical and market development of Licensee's cancer compounds.

The Field means the use of Non-MAP Collaboration Targets, MAP Collaboration Targets, Discovery Targets, Collaboration Compounds and/or Products for any and all Therapeutic Uses and/or Diagnostic Uses.

IPSCIO Record ID: 203376

License Grant
For the Research License,  Licensor grants, during the Research Term, a non-exclusive, non-sublicensable license under the Licensor IP Rights solely for the purpose of performing Licensees responsibilities under the Research Program.

For the Commercial License,  Licensor grants an exclusive, sublicensable license under the Licensors Existing Technology, Licensors Collaboration Technology and Licensors interest in Joint Collaboration Technology, to make, use, offer for sale, sell and import Compounds and Licensed Products in the Field in the Territory;  and,  the Licensor Future Technology to make, use, offer for sale, sell and import Compounds in the Field in the Territory.

License Property
Licensor has skills, expertise and proprietary technology for the discovery, generation, optimization and preclinical testing of small molecule clinical candidates from drug discovery programs.

The Licensed Product means any product incorporating a Compound as an active ingredient.

The Compound means a small molecule (modulator) of a Collaboration Target, the mechanism of which is a binding interaction with a Collaboration Target, having a level of activity against such Collaboration Target, expressed as an inhibition constant (K1), that is less than ten (10) micromolar as measured in the applicable in vitro biochemical assay set forth in the Research Plan, or as otherwise agreed with the consent of both Parties, which consent shall not be unreasonably withheld.

The existing compounds ar AKT and RAF.

AKT means the protein known as Akt or any of its isoforms including, without limitation, Akt-1 (Swiss-Prot # P31749), Akt-2 (Swiss-Prot # P31751) and Akt-3 (Swiss-Prot # Q9Y243), aod any ortbologues, or deletional, substitutional and/or insertional variants, or fragments of any of the foregoing that may be used as a surrogate for Akt or any of its isoforms in the Research Program; provided, however, inclusion of such surrogates shall be subject to the consent of both Parties, which consent shall not be unreasonably withheld.

RAF means the protein known as Raf or any of its isoforms including, without limitation, a-Raf (Swiss-Prot   # P10398), b-Raf (Swiss-Prot # P1 50S6) and c-Raf (Swiss-Prot # P04049), and any orthologues, or deletional, substitutional and/or insertional variants, or fragments of any of the foregoing that may be used as a surrogate for Raf or any of its isoforms in the Research Program; provided, however, inclusion of such surrogates shall be subject to the consent of both Parties, which consent shall not be unreasonably withheld.

Field of Use
Licensing and collaboration agreement is for the development of small molecule drugs invented by Licensor directed at multiple therapeutic targets in the field of oncology.

IPSCIO Record ID: 368504

License Grant
Licensor grants a non-exclusive worldwide license to make and use and otherwise exploit subject matter within the Licensor Technology and Licensors rights under the Collaboration Technology to the extent necessary to cooperate with Licensor in connection with the performance of the Discovery Program and any Development Plan during the Option Term; and conduct the activities assigned to Licensee under the Discovery Program in accordance with the applicable Development Plan during the Option Term.

For the Commercial License, Licensor grants an exclusive, worldwide license under the Licensor Technology and Licensors interest in any Collaboration Technology to develop, make, have made, use, sell, offer for sale and import such Collaboration Compound and each corresponding Collaboration Back-Up Compound, in each case alone or in Licensed Products.

With respect to a particular Collaboration Compound, Licensor grants a non-exclusive, worldwide license, under any Patent Controlled by Licensor that is necessary to develop, make, use, sell, offer for sale or import such Collaboration Compound or its corresponding Collaboration Back-Up Compounds, in each case alone or in Licensed Products, other than Collaboration Technology and Licensor Technology, to develop, make, use, sell, offer for sale or import such Collaboration Compound and each corresponding Collaboration Back-Up Compound, in each case alone or in Licensed Products.

For Licensors Logo, Licensor grants a non-exclusive license to use the Licensor Marks solely in connection with the marketing, promotion and sale of the Co-Promoted Products in the United States.

License Property
Licensor has skills, expertise and technology relating to the discovery and development of therapeutics that modulate molecular targets involved in oncology and other disease areas.

The development of the drugs are for the following targets
Cancer Targets
• FAK
Inflammation/Cancer
• cFms
Inflammation Targets
• DP-2
• Tyk-2

The target indications are
DP-2
• A topic Dermatitis
• Allergic Rhinitis
• Asthma
Tyk-2
• Psoriasis
• Rheumatoid Arthritis
cFms
TARGET INDICATIONS
• Metastatic bone disease in Multiple Myeloma and Breast cancer
• Rheumatoid Arthritis
FAK
• Late stage solid tumors

The drug discovery agreement is to discover and develop anticancer and anti-inflammation drugs.

Field of Use
The strategic collaboration agreement focused on the discovery, development and commercialization of novel therapeutics in cancer and inflammation.
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