Royalty Report: Drugs, Cancer, Disease – Collection: 266760

$150.00

Curated Royalty Rate Report
Created On: 2020-07-15, Record Count: 19

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.
Created On: 2020-07-15
Record Count: 19

Primary Industries

  • Drugs
  • Cancer
  • Disease
  • Therapeutic
  • Diagnostic
  • DNA
  • Assay
  • Drug Discovery
  • Research
  • Skin care
  • Pharmaceuticals
  • Diabetes Treatment
  • obesity
  • Fibrosis

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: 266760

License Grant
Licensor grants an exclusive, worldwide license under the Licensed Patent Rights and Licensed Know-How make and have made, to use and have used, to offer to sell, to sell and have sold, and import Licensed Compounds and Licensed Products in the Field.
License Property
Licensor has developed certain technology relating to the discovery of novel protein kinase inhibitors.

The Licensed Compound shall means PND-1186 and/or PND-1188;  any metabolites or prodrugs of PND-1186 and/or PND-1188;  any hydrates, conjugates, salts, esters, isomers, polymorphs or analogues of the foregoing; and any other compounds that are Covered by a Licensed Patent Right and have as a primary mode of action the inhibition of FAK.

The patents are for Inhibitors of Focal Adhesion Kinase; Synthesis and use of Kinase Inhibitors; and oral formulation of Kinase Inhibitors.

Field of Use
The Field shall mean the diagnosis, treatment, prevention and/or control of all human diseases and conditions.

Licensee is engaged in research and development of pharmaceutical products for the treatment of cancer.

IPSCIO Record ID: 233451

License Grant
Licensor grants a worldwide, exclusive license, with the right to sublicense, under the Licensors Rights, to Develop, make, have made, use, sell, offer for sale, have sold and import the Compound and Products in the Field, and otherwise to perform its obligations expressly set forth in this Agreement and the Co-Promotion Agreement.
License Property
The Compound means either (a) the Initial Compound or (b) any compound that is claimed in U.S. Patent No. 6,288,122 Bl and any hydrates, anhydrides, solvates, salts, esters or polymorphs thereof.

The initial compound means the compound ICA-17043 having the molecular structure set forth and any hydrates, anhydrides, solvates, salts, esters, isomers, prodrugs, metabolites or polymorphs thereof.

The Product means a pharmaceutical product that contains, incorporates or is comprised of the Compound, whether in development or approved by any Regulatory Authority, including all formulations, line extensions and modes of administration thereof.

The Licensor Patents means all Patents, other than CMCC Patents, Controlled by Licensor as of the Effective Date or during the Term, that, absent rights thereunder, would be infringed by the Development, Manufacture, formulation, use, distribution, importation, sale, or offer for sale of Compound or Product, including without limitation any such Patents claiming the composition of matter or the use of Compound or Product or any Improvements thereto.

Licensors know-how means all Information, except for CMCC Know-How, that Licensor Controls as of the Effective Date or during the Term.

Field of Use
The field means prevention and treatment of all human and animal diseases and disorders.  The licensed technology is for use of these compounds include treating sickle cell disease, preventing erythrocyte dehydration and inhibiting potassium flux.

IPSCIO Record ID: 243433

License Grant
For the Licensed IP Rights, the Italian Licensor grants an exclusive license under the Licensed IP Rights to conduct research and to develop, make, have made, use, offer for sale, sell and import Products in the Territory for use in the Field, and, Licensor grants a non-exclusive license under any patent, know-how or other intellectual property rights Controlled by Licensor to research and to develop, make, have made, use, offer for sale, sell and import any diagnostic product for one or more of the Exclusive Targets.
License Property
Product(s) shall mean any product that incorporates one or both of the APls and if made, used, sold, offered for sale or imported absent the license granted hereunder would infringe a Valid Claim, or that otherwise uses or incorporates the Licensor Know-How.

The patent is for Substituted Indazole Derivatives Active as Kinase Inhibitors.

RXDX-103 is an inhibitor of the cell division cycle 7-related (Cdc7) protein kinase, and RXDX-104 is a program to identify a highly selective inhibitor of the rearranged during transfection (RET) tyrosine kinase. Each of these programs is in preclinical development for the potential treatment of multiple cancers.

Loss of cell cycle control is a hallmark of cancer, and interfering with the DNA replication process is a proven strategy for cancer therapy. Currently available chemotherapies, such as anti-metabolites, topoisomerase inhibitors, and crosslinking and intercalating agents, classically take a broad-based approach to inhibiting the elongation step of DNA replication. This strategy has led to successful treatment outcomes, but off-target effects can lead to dose-limiting toxicity. Cdc7 is a serine/threonine protein kinase essential for the initiation step of DNA replication during the synthesis (S) phase.

Field of Use
The Field shall mean all fields of use, including without limitation the diagnosis, prevention or treatment of any disease, state or condition in humans or other animals.

Licensee has capabilities in the development of oncology products.

IPSCIO Record ID: 299247

License Grant
Licensor grants:
—  an exclusive license, with right to sublicense through one or more tiers, under the Licensed Patent Rights to make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import and have imported Products in the Field.  
—  an exclusive license, with right to sublicense through one or more tiers, under the Know-How, to make, have made, use, have used, sell, have sold, offer  for sale, have offered for sale, import and have imported Products in the Field and a nonexclusive license to any other know-how existing on the Closing Date and provided to Licensee which is useful to develop or commercialize the Products in the Field.
License Property
Licensor has research regarding small-molecule immune response modifier compounds and other small molecule compounds, some of which act by stimulating basic immune cell receptors known as toll-like receptors  (TLRs) 7 and/or 8.

The Assigned Patent Rights and Licensed Patent Rights include any prodrug or any hydrate, solvate, conjugate, salt, ester, stereoisomer or polymorph of such compound or prodrug.

Field of Use
The Field means the diagnosis, treatment, mitigation, or prevention of any disease or condition in humans or animals, other than uses that are within the Excluded Fields. The Excluded Fields are:
—  the treatment, topically or systemically, of diseases of the cervix or vaginal tract caused by human papilloma virus (HPV) infection, including cervical high risk·HPV infection and cervical dysplasia, and the treatment of cervical malignancy by topical application to the cervix, but not including systemic treatments of cervical malignancy;
—  any use of imiquimod, 848 (resiquimod}, 850 (sotirimod), and the alkyl ureas S-32913 and S-33005, including any acid, ester, salt, amide, prodrug, polymorph, enantiomer or isomer thereof, and any pharmaceutical product containing such compounds, in the Topical Field, which means the treatment, mitigation, or prevention of a disease or condition by topical application (e.g., dermatological, pulmonary or vaginal) of the drug to the skin or mucosa (e.g., bronchialand vaginal tissue) of a patient by, for example, but not limited to, gels, creams, ointments, foams, lotions, salves, roll-ons, powders, sprays, or inhalants, like aerosols such as for asthma and allergic rhinitis;
—  marketing the 3MIRM Compounds 852 (N-[4-(4-amino-2-ethyl-1H:imidazo[4;5 c]quinoliri-1-yl)butyl]methanesulfonamide) and/or 854 (N-{2-[4-amino-2 ( ethoxymethyl)-1 H-imidazo[ 4, 5-c]quinolin-1-yl]-1 , 1-d imethylethyl}methanesulfonamide)  (including any acid, ester, salt, amide, pro-drug, polymorph, enantiomer or isomer thereof, and.any pharmaceutical product containing such compounds) for the indications of genital warts, common warts, basal cell carcinoma, actinic keratosis, tattoo removal, or photoaging; and
— any use of the 3M Compounds as a Vaccine Adjuvant.

IPSCIO Record ID: 266704

License Grant
Licensor grants to Licensee a royalty bearing license in the Territory in the Field, with the right to grant sublicenses, under the Compound Patent Rights, which Compound Patent Rights license shall be exclusive and the Licensor Know-How, which Licensor Know-How license shall be non-exclusive, to Develop, Manufacture, have Manufactured, use, import, export and Commercialize the Licensed Compounds and the Licensed Products in the Field in the Territory during the Term.
License Property
The patents include Amide substituted indazole and benzotriazole derivatives as poly(ADP-ribose) polymerase(P ARP) inhibitors;  Amide substituted indazoles as poly(ADP-ribose)polymerase(PARP) inhibitors;  Pharmaceutically acceptable salts of 2-{ 4-[(3S)-piperidin-3-yl]phenyl} -2-indazole-7-carboxamide; and, Pyridazinone derivatives as PARP inhibitors.

Licensed Compounds shall mean those certain Licensor compounds currently known as: M_-4827 with the following chemical name: 2 [4 (3S) 3 PIPERIDINYLPHENYL] 2H INDAZOLE 7 CARBOXAMIDE and M_-2512 with the following chemical name: 6 (3 [(4 CYCLOPENTYL 3 OXYPIPERAZIN 1 XL)CARBONYL] 4 FLUOROBENZYL] 4,5 DIMETHYLPYRIDAZIN 3(21-l) ONE], and with respect to both, shall include any pharmaceutically acceptable salt, polymorph, crystal form, prodrug or solvate thereof that but for the license granted, would infringe the Compound Patent Rights.

M_-4827, also known as Niraparib, is an orally active and potent poly (ADP-ribose) polymerase, or PARP, inhibitor in cancer patients as a monotherapy.

M_-2512 is the backup PARP inhibitor compound.

Field of Use
This agreement includes the development of niraparib for the treatment of tumor.  Niraparib is aprescribed PARP inhibitor to treat cancer.

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: 289175

License Grant
For the Commercial License to Clinical Candidates and Corresponding Products, Licensor grant an exclusive license, with the right to grant and authorize sublicenses through multiple tiers, under the Licensor Technology and Licensors interest in the applicable Collaboration Technology, to make, have made, use, offer for sale, sell, import, export and otherwise exploit Active Compounds, Clinical Candidates, Lead Compounds and Products for use in the Field and in the Territory.
License Property
The Parties have each identified multiple oncology kinase targets that have the potential to be used as the basis for drug discovery programs.

Active Compound shall mean a Compound that modulates a Target, the mechanism of which is a binding interaction with a Target, having a level of activity against a Target, expressed as an IC50, that is – less than forty (40) nanomolar- as measured in the applicable in vitro biochemical assay set forth in the Discovery Plan; and a Compound that modulates at least two of the following receptors: TrkA, TrkB or TrkC, the mechanism of which is a binding interaction with the applicable Trk receptor, having a level of activity against the applicable Trk receptor, expressed as an ICso, that is less than forty (40) nanomolar as measured in the applicable in vitro biochemical assay set forth in the Discovery Plan.

Clinical Candidate shall mean, with respect to each Target or Trk, any Active Compound that meets the Clinical Candidate Criteria set forth in the Discovery Plan.

Compound shall mean any one or more chemical entity(ies) made and tested against Trk in the course of Licensors pan-Trk program prior to the Effective Date, or synthesized by Licensor in the course of performing or in connection with the Discovery Program, in each case together with any salt, hydrate, solvate, clathrate, polymorph or isomer thereof.

Product shall mean any pharmaceutical product incorporating as an active ingredient an Active Compound.

Trk shall mean the Trk family of receptors: TrkA, Tr kB and TrkC.
—  TrkA shall mean the protein known as UniProtKB/Swiss-Prot # P04629.
—  TrkB shall mean the protein known as UniProtKB/Swiss-Prot # Q16620.
—  TrkC shall mean the protein known as UniProtKB/Swiss-Prot # Q16288.

The Targets are:
—  The protein family commonly known as Firbroblast Growth Factor Receptors (FGFR),
—  The protein commonly known as [p70S6 Kinase], identified with the following SwissProt entries:
a) Ribosomal protein S6 kinase beta-1 (P23443)
b) Ribosomal rotein S6 kinase beta-2 (Q9UBS0]—  The protein commonly known as Telomerase reverse transcriptase, identified with the following SwissProt entries:
a) Telomerase reverse transcriptase (014746)
b) Telomerase protein component 1 (Q99973)

Field of Use
The development and commercialization agreement pertain to certain Array-invented compounds targeted at a specified novel oncogenic activating mutation.

Licensee possesses pharmaceutical research, development and commercialization capabilities, as well as proprietary technology in the field of cancer treatment.

IPSCIO Record ID: 245935

License Grant
Licensor hereby grants to Swiss Licensee and its Affiliates an exclusive, non-transferable (except as expressly authorized in this Agreement), royalty-bearing license, with the right to sublicense as qualified, under the Licensed Patents, Licensed Products Improvements to the extent Controlled by Licensor, and Licensed Know-How to use, develop, import, offer for sale, have sold and sell, the Licensed Products in the Territory, and a non-exclusive license thereunder to make and have made the Licensed Products worldwide, for all diagnostic, preventive and therapeutic uses in the human diseases Myelodysplastic Syndromes (“MDS”) Acute Myelogenous Leukemia (“AML”) and any other indications or uses (the “Field”).  Licensor also hereby grants Licensee a license to use the Dacogen Trademark as provided in this Agreement. Licensor reserves all rights not expressly granted herein, and no other rights shall be considered granted by Licensor by implication, estoppel, reliance, or otherwise. Notwithstanding anything to the contrary, no rights or licenses are granted by Licensor in this Agreement with respect to any active ingredient other than Decitabine or with respect to any product other than the Licensed Products.
License Property
Licensed Patents shall mean: (i) the patents and patent applications listed and any patents issuing therefrom, and all reissues, continuations, continuations-in-part, extensions, reexaminations, and foreign counterparts thereof; and (ii) patents and patent applications Licensor or its Affiliates may own or control which are infringed by any of the activities of Licensee performing in accord with this Agreement, including without limitation, all patents and patent applications relating to Product Improvements Controlled by Licensor.

Licensed Patents:
6,613,753 – Restore cancer-suppressing functions to neoplastic cells through DNA hypomethylation
6,982,253 – Liquid formulation of decitabine and use of the same
6,998,391 – Method for treating diseases associated with abnormal kinase activity
6,905,669 – Compositions and methods for reestablishing gene transcription through inhibition of DNA methylation and histone deacetylase

DACOGEN Trademark shall me mean the DACOGEN mark and accompanying logos associated with it.

Products shall mean (i) the product containing Decitabine which is the subject of Licensor’s NDA No. 21-790 as of the date of signing of this Agreement; and (ii) any other pharmaceutical product containing as an active ingredient Decitabine.

Decitabine shall mean the compound identified below, and all stereoisomers, salts and polymorphs of the compound identified below. Esters and acids of the compound identified below shall be included to the extent they constitute the same active ingredient as the compound identified below.

Decitabine:
C8H12N404
Exact Mass: 228.086
Mol. Wt.: 228.205

Field of Use
The Field shall mean preventive and therapeutic uses in the human diseases Myelodysplastic Syndromes (“MDS”) Acute Myelogenous Leukemia (“AML”) and any other indications or uses.

Myelodysplastic syndromes (MDS) are a group of cancers in which immature blood cells in the bone marrow do not mature and therefore do not become healthy blood cells.

IPSCIO Record ID: 245713

License Grant
The Italian Licensor grants to the UK Licensee a worldwide, exclusive license, including the right to grant sublicenses, under the Licensed Patents, to research, develop, make, have made, use, offer for sale, sell, have sold and import Licensed Products for any and all uses in the Field in the Territory.
License Property
Licensed Product means any product or service incorporating Milciclib as active ingredient for the treatment of cancer and inflammatory diseases.

Licensed Patent:  8981089B2 PYRAZOLO-QUINAZOLINE DERIVATIVES, PROCESS FOR THEIR PREPARATION AND THEIR USE AS KINASE INHIBITORS.  Pyrazolo-quinazoline derivatives of formula (Ia) or (Ib) as defined in the specification, and pharmaceutically acceptable salts thereof, process for their preparation and pharmaceutical compositions comprising them are disclosed; the compounds of the invention may be useful, in therapy, in the treatment of diseases associated with a disregulated protein kinase activity, like cancer.

Licensed Product means any product or service incorporating Milciclib as active ingredient for the treatment of metastatic HCC, an aggressive type of liver cancer.

Field of Use
The Licensee will have the exclusive right to develop and commercialize the Licensed Product for all diagnostic and therapeutic uses, including cancer and inflammatory diseases.

IPSCIO Record ID: 87663

License Grant
Upon Licensee’s payment of the Option Exercise Fee, the South Korean Licensor grants the Canadian Licensee the right to conduct clinical studies to develop and commercialize licensed compounds and products.

Also upon Licensee’s payment of the Option Exercise Fee, Licensor grants an exclusive license, with the right to sublicense through multiple tiers, under the Intellectual Property to research, develop, make, have made, use, import, export, offer for sale, sell and otherwise commercialize licensed compounds and products.

License Property
The product means any pharmaceutical product that contains a licensed compound as an active ingredient, alone or with one or more other active ingredients, including all forms, presentations, doses and formulations.

The Licensed Compound means CG’806 or any other compound whose composition, manufacture or use is claimed by a claim in the patents and patent applications and that relates to the composition, method of use, mechanism of action or method of manufacture of any inhibitor of any kinase within the BTK family of kinases.  The US patent application is 61/746,980 2,3-DihydroI-Isoindol-1-One Derivatives and methods of use thereof as Bruton’s Tyrosine Kinase or BTK inhibitor.  The BTK family of kinases are cancer therapies, including its proprietary compound referred to as CG026806 (“CG’806”).

Field of Use
The field of use means all fields of use, including the diagnosis, prognosis, prevention and treatment of all diseases and conditions.

IPSCIO Record ID: 203313

License Grant
Licensor grants an exclusive, even as to Licensor, world-wide license under the Patent Rights and the Know-How to develop, make, have made, use, sell, have sold, offer for sale, import or otherwise commercialize Licensed Products and Improvements in the Field.
License Property
The Compounds shall mean doxepin, amitriptyline, trimipramine, trazodone and nortriptyline, as well as any respective prodrugs, hydrates, salts, esters, isomers, polymorphs or analogues thereof.

'Patent Rights' shall mean: (i) U.S. Patent Nos. 5,502,047, 5,643,897, 6,211,229 and 6,344,487

Field of Use
The Field shall mean the prevention, treatment or control of insomnia, and any other use of the Compounds within the Ranges.

IPSCIO Record ID: 183244

License Grant
Licensor granted an exclusive, worldwide license to develop and commercialize cerdulatinib in topical formulation for all indications, excluding oncology to German Licensee.
License Property
Cerdulatinib, is an orally available dual kinase inhibitor that inhibits spleen tyrosine kinase, or Syk, and Janus kinases, or JAK, enzymes that regulate important signaling pathways.  Cerdulatinib is being developed for hematologic, or blood, cancers and inflammatory disorders.
Field of Use
Licensee intends to develop it for the topical treatment of a range of dermatologic conditions.

This agreement is for the pharmaceutical industry, excluding oncology use.

IPSCIO Record ID: 291166

License Grant
Licensor hereby grants Licensee an exclusive (even as to Licensor), royalty-bearing license in the territory, without the right to grant sublicensees, under all Patent Rights and Know-How Controlled by Licensor (other than Patent Rights and Know-How jointly owned by Licensor and one or more of its Third Party collaborators) to make, have made, use, offer to sell, sell, import, export and otherwise Develop and Commercialize all JAK-3 Kinase Inhibitors having as their primary mechanism of action JAK-3 Kinase Inhibitory Activity (and products containing any such JAK-3 Kinase Inhibitors) in the Licensee Field during the JAK-3 exclusivity period.

Licenosr hereby grants Licensee an exclusive (even as to Licensee), royalty-bearing license in the  Territory, without the right to grant sublicenses, under all of Licensors rights under all JAK-3 Joint Patent Rights to make, have made, use, offer to sell, sell, import, export and otherwise Develop and Commercialize all JAK-3 Kinase Inhibitors having as their primary mechanism of action JAK-3 Kinase Inhibitory Activity (and products containing any such JAK-3 Kinase Inhibitors) in the Licensee Field during the term.

Licensor hereby grants Licensee an exclusive (even as to Licensor), royalty-beariing license in the Territory, with the right to grant sublicenses, (Sublicensing), under the Licensor IP and Licensors rights, title and interests in the Joint IP to make, have made, use, offer to sell, sell, import, export and otherwise Develop and Commercialize Licensee Available Compounds (and any Licensee Products containing any such Licensee Available Compounds) in the Licensee Field.

License Property
JAK-3 Kinase Inhibitor means a molecule that has JAK-3 Kinase Inhibitory Activity at an in vitro fifty percent (50%) inhibitory concentration (IC50) of less than or equal to 1 micromolar.

JAK-3 Kinase Inhibitory Activity means, when used to describe a compound, that the compound binds to the protein tyrosine kinase enzyme known as Janus Activating Kinase 3 (JAK-3).

JAK-3 Joint Patent Right means Joint Patent Rights that claim inventions that are reasonably necessary to make, have made, use, offer to sell, sell, import, export and otherwise Develop and Commercialize Agreement Compounds.

Licensor Patent Right means all Patent Rights Controlled by Licensor as of the Effective Date or during the term, as are reasonably necessary to Develop, make, have made, use, import or export Agreement Compounds, or to make, have made, use. offer to sell, sell, import, export or otherwise Commercialize Products based thereon; provided, however, that if a Third Party becomes an Affiliate of Licensor pursuant to a Change of Control Transaction as a result of which such Third Party is able to elect a majority of the members of the board of directors of Licensor (or its successor company) or any of its 'controlling Affiliates' (Change of Control Transaction), 'Licensor Patent Rights' not include any Patent Rights that were Controlled by such Third Party (and not by Licensor) prior to the completion of such Change of Control Transaction.  It is understood that Licensor Patent Rights shall not include any intellectual property owned or licensed by Licensor relating to (i) the creation or use of encoding technology for combinatorial libraries, (ii) tag and/or marker compound engineering, encoding or decoding, or (iii) high throughput screening assays.

Licensor Available Compound means:
(a)  any Licensor Compound or Collaboration Compound selected by Licensor for Development (Compound Selection) and for which Licensor is fulfilling the diligence obligations required (Compound Selection); and (b)  any Licensor Compound or Collaboration Compound with respect to which Licensor has undertaken Development in the Licensee Field if permitted and for which Licensor is fulfilling the diligence obligations required (Compound Selection).

Patent Rights means any and all (a) patents, (b) pending patent applications, including, without limitation, all provisional applications, substitutions, continuations, continuations-in-part, divisions, renewals, and all patents granted thereon, (c) all patents-of-addition, reissues, reexaminations and extensions or restorations by existing or future extension or restoration mechanisms, including, without limitation, supplementary protection certificates or the equivalent thereof (d) inventor’s certificates, and (e) all United States and foreign counterparts of any of the foregoing.

Product(s) means Licensor Product(s) or Licensee Product(s), as the case may be.

Licensor Product means a pharmaceutical preparation containing a Licensor Available Compound.  For purposes of clarity, any pharmaceutical preparations containing the same Licensor Available Compound will be deemed to be the same Licensor Product.

Licensee Product means a pharmaceutical preparation containing a Licensee Available Compound.  For purposes of clarity, any pharmaceutical preparations containing the same Licensee Available Compound will be deemed to be the same Licensee Product.  For the avoidance of doubt, a Licensee Product will not be considered to be separate, distinct and different from another Licensee Product solely on the basis of its use for a different indication, method of production or manufacture, method of delivery or dosage level.

Field of Use
Licensor Field means all uses of a Product in non-human animals, and all topical uses of a Product for the treatment or prevention of skin and eye diseases in humans where such Product would be applied directly to the skin or eye and would have its therapeutic effect at or near a target site on the skin or eye.

Licensee Field means all human therapeutic and prophylactic uses of a Product other than uses included within the Licensor Field.

IPSCIO Record ID: 27879

License Grant
Licensors hereby grant to Licensee an exclusive, worldwide license, including the right to sublicense, under Licensor Patent Rights and Future Patent Rights, to make, have made, use, sell, import and export Products.
License Property
Methods for Therapy Sensitization by Inhibition of Jun Kinase Patent Attorney Docket No.: P-UR 2590 (2841302).
Field of Use
The term Field shall mean methods for therapy sensitization by the inhibition of jun kinase and/or the claims specified in the patent application.

IPSCIO Record ID: 273392

License Grant
Licensor shall and hereby does grant to Licensee an exclusive worldwide license, with rights to sublicense, under the Licensor Patent Rights and the Licensor Research Tool Patents to develop, make, use, have made and sell Development Candidates in the Licensee Development Field, except that the rights granted under the Licensor Research Tool Patents shall not include rights relating to targets other than ACE2.  

Licensor hereby agrees to grant and does grant Licensee a non-exclusive worldwide license, with rights to sublicense, under any Licensor Consulting IP, to develop, make, use, have made, and sell Development Candidates in the Licensee Development Field.

Licensor will and hereby does grant to Licensee a non-exclusive worldwide license, with the right to sublicense, under Licensor’s interest in such invention, patent or patent application, to develop, make, use, have made and sell Development Candidates in the Licensee Development Field.

License Property
Licensor Patent Rights means U.S. Patent 6,632,830 and U.S. Patent 7,045,532 and any related foreign patents and patent applications related thereto, including (a) any continuation, continuation-in-part, divisional, resissue, reexamination or extension thereof, (b) any patent issued from any such applications, and (c) all inventions claimed in any of the foregoing.

Licensor Research Tool Patents means the U.S. Patents listed and any related foreign patents and patent applications related thereto, including (a) any continuation, continuation-in-part, divisional, resissue, reexamination or extension thereof, (b) any patent issued from any such applications, and (c) all inventions claimed in any of the foregoing.

U.S. Patent No 6,632,830 – ACE-2 inhibiting compounds and methods of use thereof
U.S. Patent No 7,045,532 – ACE-2 modulating compounds and methods of use thereof
US Patent No 6,194,556 – The present invention relates to the discovery of novel genes encoding an angiotensin converting enzyme, Angiotensin Converting Enzyme-2 (ACE-2). Therapeutics, diagnostics and screening assays based on these molecules are also disclosed.
US Patent No 6,989,363 – Angiotensin converting enzyme homolog and therapeutic and diagnostic uses therefor
US Patent No 6,610,497 – Angiotensin converting enzyme homolog and therapeutic and diagnostic uses therefor
US Patent No 6,884,771 – Angiotensin converting enzyme homolog and uses therefor
US Patent Application No. 11/059218
US Patent Application No. 10/659000

Development Candidate means any Compound or Biotherapeutic Compound that is developed by Licensee alone or by a third party (with or without the participation of Licensee) under a Development Arrangement.

Compound means (a) MLN 4760; (b) any other compound covered by a Valid Claim under Licensor Patent Rights; (c) any compound made under Licensee’s development hereunder; (d) any metabolite, ester, salt, hydrate, solvate, polymorph, stereoisomer, prodrug, or formulation of the foregoing described in (a), (b), or (c); and (e) any product that has as an active ingredient (a), (b), (c), or (d).

MLN 4760 means the chemical compound known as MLN 4760 and more fully described as (S,S)-2-[1-carboxy-2-[3-(3,5-dichlorobenzyl)-3H-imidazol-4-yl]-ethylamino]-4-methylpentanoic acid.

Biotherapeutic Compound means any molecule that has a molecular weight in excess of 1500 Daltons and that is covered by, or is developed through activities covered by, Licensor Research Tool Patents.

Field of Use
Licensee Development Field means the prevention, diagnosis, and treatment of any human disease other than Oncology Diseases (as that term is defined below).  Notwithstanding the previous sentence, it is understood that Licensee will be restricted from developing a Development Candidate for the treatment of Type 1 Diabetes, Type 2 Diabetes and Obesity as specified in the existing Separation Agreement between Licensor and Abbott Laboratories, dated August 8, 2003, which restriction shall expire and be inapplicable and unenforceable hereunder as of September 29, 2008.

Type 1 Diabetes means insulin-dependent diabetes mellitus as diagnosed according to criteria published in the Report of the Expert Committee on the Diagnosis and Classification of Diabetes Mellitus (Diabetes Care, Vol. 24, Supp. 1, January 2001) whereby fasting plasma glucose level is greater than or equal to 126 milligrams per deciliter and for which the primary cause is beta-cell destruction.

Type 2 Diabetes non-insulin-dependent diabetes mellitus as diagnosed according to criteria published in the Report of the Expert Committee on the Diagnosis and Classification of Diabetes Mellitus (Diabetes Care, Vol. 24, Supp. 1, January 2001) whereby fasting plasma glucose level is greater than or equal to 126 milligrams per deciliter.

Obesity means the condition of excess body fat (adipose tissue), in accordance with the National Institutes of Health Federal Obesity Clinical Guidelines for adults, whereby body mass index calculated by dividing body mass in kilograms by height in meters squared is equal to or greater than twenty-five (25) (for purposes of this definition, Obesity shall include an overweight condition in accordance with the above guidelines and comparable obesity and overweight condition in children).

Oncology Diseases means the prevention, diagnosis, and treatment of oncological diseases (including modulation of tumor angiogenesis).

IPSCIO Record ID: 239024

License Grant
The Licensor of Spain grants to an exclusive, even as to Licensor, license under the Patent Assets and the Licensor Know-How, including the right to grant sublicenses, to develop, make, have made, use, import, offer for sale, promote, market, commercialize, distribute and sell Product in the Territory, and insofar as necessary for the purposes of exercising such rights, to develop, make, have made, use, import, offer for sale, commercialize, distribute and sell Compound.
License Property
The compound is UR-12746 Sodium Salt, meaning UR-12746 (including UR-12715) and UR-12746(S), and any derivative, homolog or analog of any of the foregoing or any isomer, salt, hydrate, solvate, amide, ester, metabolite, or prodrug of any of the foregoing, and any pharmaceutical composition containing any of the foregoing in any pharmaceutically acceptable form.

Licensor possesses significant expertise in the field of antiinflammatory therapeutics, and dersalazine represents the culmination of years of internal research.

Dersalazine is a new chemical entity that combines a well-known anti-inflammatory agent, 5-ASA, with a novel potent agent that acts as a PAF antagonist and an inhibitor of key interleukin cytokines to achieve a synergistic therapeutic effect when compared to the activities of each component separately. Chemical cleavage of dersalazine by colonic bacteria releases the two active compounds for the topical treatment of inflammation in the colon. The 5-ASA molecule contained in dersalazine has known antioxidant properties which may ameliorate the deleterious inflammatory effects ascribed to the overproduction of free radicals.

Field of Use
Dersalazine is a compound in early clinical development to treat Inflammatory Bowel Disease (IBD), which includes ulcerative colitis and Crohn's disease.

IPSCIO Record ID: 237253

License Grant
Licensor grants an exclusive worldwide license under Licensor Technology solely in the Field, with the right to sublicense, to exercise its rights and carry out its obligations set forth in this Agreement; to develop, use, have used, manufacture, have manufactured, and import, the Compound, Bulk Drug Substance, and Drug Products in the Territory; to offer for sale, sell and import for sale Compound and Bulk Drug Substance, solely for purposes of incorporation into a Drug Product for sale, offer for sale, import and having sold pursuant to the terms of this Agreement; and to market, sell, have sold, import, and offer for sale, Drug Products in the Territory.

Licensor grants an exclusive worldwide license under the Licensor Technology, with no right to sublicense, to the extent useful to permit Licensee to use Biomarkers to monitor the effectiveness of the Compound in the Field, including in human subjects, solely in connection with research and/or development of Drug Products.  Licensor agrees that it shall negotiate in good faith with Licensee to reach agreement on a license to diagnostic products incorporating such Biomarkers for use solely in connection with the administration of the Drug Product in the Field. Licensor reserves all rights to Biomarkers and the use thereof for all purposes outside the Field.

This agreement also includes a non-exclusive grant back to Licensor.

License Property
Licensor has undertaken research and development relating to small molecule inhibitors of IMPDH, including VX-944.

The Compound shall mean VX-944 and  and any of its hydrates, salts, stereoisomers, polymorphs, prodrugs or metabolites.

IMPDH shall mean Inosine 5 -monophosphate dehydrogenase.

Drug Product shall mean any pharmaceutical preparation in finished dosage form containing the Compound for administration to human patients for any and all uses in the Field.

VX-944 is a small molecule, selective, uncompetitive novel inhibitor directed against human IMPDH enzyme. IMPDH inhibitors have been demonstrated to induce growth arrest, and extensively investigated as immunosuppressants. Here we show that VX-944 inhibits growth of human multiple myeloma (MM) cell lines, including those resistant to conventional agents, via induction of apoptosis and S phase arrest in vitro.

Field of Use
Field shall mean the administration or use of the Compound for the treatment or prevention of cancer in humans.

IPSCIO Record ID: 245948

License Grant
The Japanese Licensor hereby grants to Licensee an exclusive right and license, with the right to sublicense, under the Licensor Patent Rights A and Licensor Patent Rights B and the Licensor Know-How to make, have made, use, have used, sell, offer for sale, have sold and distribute the Product in the Licensee Territory within the Field.

Licensor hereby grants to Licensee an exclusive right and license, with the right to sublicense, under the Licensor Patent Rights A and Licensor Patent Rights B and the Licensor Know-How to make and have made, use and have used the Compound in the Licensee Territory within the Field.

Licensor hereby grants to Licensee an exclusive right and license, with the right to sublicense, under the Licensor Improvements to make, have made, use, have used, sell, have sold, offer for sale and distribute the Product in the Licensee Territory within the Field.

License Property
Licensor Patent Rights A shall mean the Patent Rights in the Field owned or Controlled by Licensor as of the Effective Date relating to the Compound as listed, and any additional Patent Rights in the Field to which Licensor acquires rights during the Term , which pertain in any way to the Compound or the Product.
Patent Rights A:
Appl #  – Kind
#28201 – Product
#79560 – Process (oxidization)
#09/025752 – Formulation (liposome)
#09/466903 – Process (isomerization)

Licensor Patent Rights B shall mean the Patent Rights in the Field owned or Controlled by Licensor as of the Effective Date as listed, and any additional Patent Rights in the Field to which Licensor acquires rights during the Term, which pertain in any way to the subject matter claimed or disclosed in the Patent Rights listed
Patent Rights B:
Appl #  – Kind
10/018349 – Leakage inhibition from liposome

Product shall mean any pharmaceutical product in finished form which contains the Compound as an active pharmaceutical ingredient. For avoidance of doubt, the Combination Product is a Product.

Compound shall mean KW-2401 (UCN-01), the chemical structure.

KRX-0601, also known as UCN-01, is a synthetic derivative of staurosporine with antineoplastic activity.  Staurosporine is a cell permeable alkaloid isolated from Streptomyces staurosporeus exhibiting anti-cancer activity. Staurosporine is a potent, non-selective inhibitor of protein kinases, including protein kinase C.

Field of Use
KRX-0601 (7-hydroxystaurosporine), formerly referred to as UCN-01. KRX-0601 is a novel multi-kinase inhibitor for the treatment of cancer which, in pre-clinical models, has demonstrated a synergistic effect with agents inhibiting the PI3K pathway, including KRX-0401. KRX-0601 is currently in several Phase II clinical trials both as a single agent and in combination with other anticancer agents.

IPSCIO Record ID: 283332

License Grant
Licensor grants an exclusive license, to make, use, sell, offer to sell, import, and export the rights afforded under the Patents in the Field and in the Territory.
License Property
The patents are for PKC Delta Inhibitors for use as Therapeutics.

Licensee acquired all rights, including composition of matter patents (the “PKCd Patents”), and preclinical study data to a novel therapeutic technology platform, known as protein kinase C delta (PKCd) inhibitors, which represents a unique, highly-targeted approach to treat cancer and to boost the immune system.

Field of Use
Field means the prevention and/or treatment of fibrosis and neoplastic diseases and disorders in humans and animals.
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