Royalty Report: Drugs, Assay, Drug Discovery – Collection: 273420

Licensee grants Licensor a nonexclusive, royalty-free license, in the United States, without the right to sublicense, under all its rights in Developed Technology and Licensee Base Technology useful for the conduct of Licensors activities pursuant to the Research Plan or as otherwise provided herein.

Licensor grants Licensee on a nonexclusive, royalty-free license without the right to sublicense, under all its rights in Developed Technology and Licensor Base Technology useful for the conduct of Licensees activities pursuant to the Research Plan or as otherwise provided herein.

60/774,492 Purinones and I H-Imidazopyridinone S as PKC-Theta Inhibitors
60/688,306 Azinone and Diazmone V3 Inhibitors for Depression and Stress Disorders
60/666,926 2-(4-Oxo-4H-Quinazolin -3-yl) Acelamides and Their Use as Vasopression V3 Antagonists

Assay Improvements means additional development by Licensor or the use of any key reagents that have not been supplied by Licensee, the parties shall mutually agree on the payment of additional fees pursuant to the agreement.

Licensee is interested in utilizing the expertise of Pharmacopeia in the identification of Lead Compounds and Optionable Development Candidates against certain Targets.

For the Collaboration Target-Specific Technology, Licensor grants an exclusive license, exclusive even as to  Licensor and its Affiliates, under all of Licensors interest in the Collaboration Target-Specific Technology for any and all purposes in the Territory, including the right to grant sublicenses.

For the Collaboration Platform Technology, upon conclusion of the Collaboration Term, the Parties each  grant, to the other a co-exclusive license under their respective interests in the Collaboration Platform Technology in the Territory, as follows  the Parties may each use such Collaboration Platform Technology for any and all internal uses, including without limitation, in collaboration with Third Parties for drug discovery.

For the Columbia Sublicense, Licensor grants a non-exclusive sublicense, without the right to sublicense, under the Columbia License, to make, have made, use, offer to sell, sell, import and export Agreement Products in the Territory, including, without limitation, the right to decode Library Compounds.

Product means any Agreement Product or Licensees Product.

Agreement Product shall mean any product containing an Agreement Compound, including, without limitation, products for the therapeutic or prophylactic treatment or prevention of diseases and conditions in human beings or animals.

Licensees Product shall mean any product for the therapeutic or prophylactic treatment or prevention of diseases and conditions in human beings containing a Licensee Compound, provided such Licensee Product is not a Combination Product containing both a Licensee Compound and an Agreement Compound.

Active Compound shall mean a Library Compound that demonstrates activity against a specific Target, which Library Compound was found to have such activity at a concentration set forth in the applicable Collaboration Research Plan during screening of one or more Libraries by Licensor in the conduct of the Collaboration or was found to have such activity during screening by or on behalf of Licensee.

Licensor's combinatorial chemistry technology as an important component in our ongoing efforts to accelerate the drug discovery process and to identify lead compounds for development as new therapeutic entities.'

For the License Grant for Development and Commercial Purposes, Licensor grants the following rights and licenses
–  an exclusive, license under the Licensor Technology and Licensor’s interest in the Collaboration Technology to make, have made, and use Collaboration Lead Compounds in order to conduct necessary preclinical, clinical and other development activities on such Collaboration Lead Compounds to obtain Regulatory Approval for use in the Field as Licensee Products;
–  an exclusive license under the Licensor Technology and Licensor’s interest in the Collaboration Technology to make, have made, use and sell Licensees Products in the Field in the Territory.

The patent is titled Compounds with Activity on Muscarinic Receptors.

Licensor Designated Compound shall mean any one of up to ten Active Compounds and their respective enantiomers and isomers, to the extent such isomers are included in the mixture tested and salts thereof,

Licensor Know-How shall mean all tangible or intangible know-how, trade secrets, inventions, whether or not patentable, data, preclinical results, physical, chemical or biological material, and other information and data on or relating to all M1 Muscarinic.

Active Compounds shall mean any M1 Muscarinic that demonstrates the requisite activity levels in the Assays pursuant to the Research Plan

M1 Muscarinics shall mean all m1 muscarinic receptor ligands in Licensor’s possession as of the Effective Date, synthesized during the Research Term pursuant to the Research Plan or in any other Licensor program which selectively targets activation of the m1 muscarinic receptor, or acquired from Third Parties during the Research Term pursuant to the Research Plan or in conjunction with any other Licensor program which selectively targets activation of the m1 muscarinic receptor.

Assays shall mean R-SATâ„¢ assays used to measure activity at all muscarinic receptors and other in vitro molecular assays as determined by the RMC.

For Candidate targets
—  For Exclusive License During Exclusivity Period, with respect to each Candidate Target, subject to the terms of this Agreement, Licensor grants a worldwide exclusive right and license during the Exclusivity Period, with the right to sublicense, under the Licensor Patent Rights, Licensor Technology and Licensors interest in Joint Patent Rights and Joint Technology covering such Candidate Target to use such Candidate Targets in Licensees  research program aimed at making, having made, using, selling and importing Licensees Products.
—  For Co-Exclusive License After Exclusivity Period, upon the expiration of the Exclusivity Period for a Candidate Target, Licensees license shall become a co-exclusive license, with the right to sublicense.
—  For the exclusive License to Selected Targets, with respect to each Selected Target, Licensor grants a worldwide exclusive right and license, with the right to sublicense, under the Licensor Patent Rights, Licensor Technology and Licensors interest in Joint Patent Rights and Joint Technology covering such Selected Target to use such Selected Target in Licensees research program aimed at making, having made, using, selling and importing Licensees Products.

For the Exclusive License to Validated Assays, with respect to each Validated Assay, Licensor grants a worldwide exclusive license, with the right to sublicense, under Licensor Patent Rights, Licensor Technology and Licensors interest in Joint Patent Rights and Joint Technology covering such Validated Assay to use the Validated Assay in Licensees research program aimed at making, having made, using, selling and importing Novartis Products.

For Active Licensor Compounds, with respect to each Active Licensor Compound, Licensor grants an exclusive option to an exclusive right and license, with the right to sublicense, under the Licensor Patent Rights, Licensor Technology and Licensors interest in Joint Patent Rights and Joint Technology covering such Active Licensor Compound to create Active Licensor Compound Derivatives, use such Active Licensor Compound or Active Licensor Compound Derivatives in Licensees research and development program and to make, have made, use, sell and import Licensee Products.

VITA TM or Validation In Vivo of Targets for Anti-infectives shall mean Licensors proprietary technology for the validation of anti-infective targets during an established infection in a mouse model system and the development of assays.

Lead Compound means a Licensee Compound, other than a Non-Designated Lead Compound or Non-Designated Development Series, which meets the criteria set forth and is available for license to Licensor pursuant to the terms and conditions of this Agreement. For clarification purposes, it is understood that Licensor can independently find compounds against the Target from its own discovery activities. These compounds will not be designated as Lead Compounds if Licensor, as shown by contemporaneous documentation, has developed these compounds independently of the intellectual property described in agreement. Further, it is understood that Lead Compounds with respect to a Target shall not include a compound if information about such compound’s activity against the Target already was in the public domain.

Licensor also grants a nonexclusive, worldwide, sublicensable license under Non-uPA Inhibitor Patents to carry out research and development in respect of uPA Inhibitor Compounds during the Research Program and to use any results of such research and development for the development, manufacture or commercialization of Licensed Compounds and Licensed Products.

Licensor also grants a nonexclusive, worldwide, sublicensable license under Improvements that are Controlled by Licensor during the term of this Agreement to research, develop, make, have made, use, sell and import for sale Licensed Products in the Field.

Urokinase Plasminogen Activator (uPA) Inhibitor means a compound that has uPA Ki as determinated by Licensor using a standardized assay reasonably acceptable to the Joint Research Committee less than 1.0 micromolar, and selectivity with respect to the Ki for the compound for uPA of at least 2X with respect to the Ki, as determined by Licensor using a standardized assay reasonably acceptable to the Joint Research Committee, for complement proteases; and selectivity with respect to the Ki for the compound for uPA of at least 10X with respect to the Ki, as determined by Licensor using a standardized assay reasonable acceptable to the Joint Research Committee, for Thrombin, Factor VIIa and Xa.

Licensor Technology means Licensor Know-How and Licensor Patents.

Licensed Compound means a Base Compound or a New Compound.

Licensed Product means a product in finished dosage form containing a Licensed Compound as active ingredient for use in the Field.

Base Compound' means a uPA Inhibitor existing at the Effective Date which falls within the claims of the Patents referenced or falls within the same Chemical Class as such compounds; or falls within Licensors orally available uPA Inhibitor lead series, exemplified by 5-bromo-4 (phenylamino) thiophene-2-carboxamidine hydrochloride and derivatives thereof, as described in the Outline Research Plan.

New Compound means any uPA Inhibitor and members of the same Chemical Class which is identified, discovered, created or synthesized by Licensor in the course of the Research Program; any chemical entity, and any member of the same Chemical Class as such chemical entity, that is identified, discovered, created or synthesized by Licensor and is  discovered during the Research Term, but outside of the Research Program, to be a uPA Inhibitor, to the extent that such chemical entity is Controlled by Licensor; and any chemical entity, and any member of the same Chemical Class as such chemical entity that is identified, discovered, created or synthesized by Licensor and is discovered to be a uPA Inhibitor after the end of the Research Term but within 6 months thereafter, to the extent that such chemical entity is Controlled by Licensor.

Licensor Non-uPA Inhibitor Compounds mean compounds and data relating to such compounds discovered during the Research Program by Licensor which do not constitute uPA Inhibitors but which the Joint Research Committee considers have some biological activity of interest to the Research Program or are of potential commercial interest to Licensee.

Licensor Non-uPA Inhibitor Patents means Patents Controlled by Licensor which claim Non-uPA Inhibitor Compounds.

Licensor Patents means Heteroaryl Amidines, Methyl Amidines and Guanidines…; Patents to be filed by Licensor that claim Licensors orally available uPA Inhibitor lead series, and derivatives thereof, as described in the Outline Research Plan; and Patents that claim New Compounds.