Royalty Report: Drugs, Drug Discovery, Disease – Collection: 280326

$150.00

Curated Royalty Rate Report
Created On: 2020-07-15, Record Count: 20

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: 20

Primary Industries

  • Drugs
  • Drug Discovery
  • Disease
  • Therapeutic
  • Diagnostic
  • Bacterial Infection
  • Cancer
  • Assay
  • Research
  • Skin care
  • Genome
  • Alzheimer’s disease
  • Parkinsons Disease

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: 280326

License Grant
The parties wish to enter into a collaboration employing Licensees medicinal chemistry, analytical chemistry and primary biology capabilities and Licensors chemistry, in vitro biology, and in vivo biology capabilities, in order to develop and commercialize pharmaceutical compounds subject to and in accordance with the terms and conditions of this Agreement (the “Collaboration”).

License to Commercialize Collaboration Compounds – With respect to all Collaboration Compounds for which Licensee has received Licensors approval to develop and commercialize, Licensor grants to Licensee a worldwide, exclusive license, with the right to sublicense, under the Licensor IP and Licensor’s interest in the Collaboration IP, to make, have made, use, sell, offer to sell and import Collaboration Compounds, and/or Collaboration Products based on such Collaboration Compounds, for any and all uses and indications in the Licensee Field.

License to Compounds (Other than Collaboration Compounds) Derived from Licensee Compounds –  Licensor grants to Licensee a worldwide, perpetual, exclusive, royalty-free license, with the right to sublicense, under Licensors interest in the Collaboration IP, to exploit for any and all purposes all compounds (other than Collaboration Compounds) derived, directly or indirectly, from Licensee Compounds.

Research Licenses – The Parties hereby grant each other non-exclusive, worldwide, royalty-free research licenses, without the right to sublicense, under their respective interests in the Licensee IP, Licensor IP and Collaboration IP, in order for each Party to perform its research obligations pursuant to Research Plans during the Collaboration Term.

License Property
Collaboration Product shall mean a pharmaceutical product containing a Collaboration Compound that is sold by Licensor or Licensee, or their respective Sublicensees or Affiliates.  It is understood that, in the event any Collaboration Compound is sold for therapeutic purposes, such Collaboration Compound shall be deemed a Collaboration Product and shall be subject to milestones and royalties as set forth in this Agreement.

Collaboration Compound shall mean a Licensee Compound or a Non-Exclusive Compound or a compound that is derived, directly or indirectly, from a Licensor Compound, Licensor Compound, or Non-Exclusive Compound; in each case, that modulates the biological activity of a Collaboration Target at a level of potency to be established by the JRC.  A compound shall be deemed to have been derived directly from another compound if it (i) is the result of a chemical modification made to such a compound, (ii) is otherwise obtained from a chemical synthesis program based on one or more such compounds, (iii) is based on proprietary structure-activity data obtained from the testing of one or more such compounds, or (iv) is specifically or generically within the scope of one or more claims of any patent application or patent filed by Licensee or Licensor or their Affiliates to protect any compound in category (i), (ii) or (iii) above.  A compound shall be deemed to have been derived indirectly from another compound if it is the result of a series of iterations of any or all of (i) through (iv) above.  For purposes of clarity, any compound synthesized in the course of the Collaboration and based on a Licensor Compound, Licensee Compound, or Non-Exclusive Compound which is active against a Collaboration Target at the level of potency established by the JRC shall be deemed a Collaboration Compound.

Joint Research Committee or “JRC” shall mean the entity organized to manage the scientific implementation of the Collaboration.

Licensor IP shall mean Licensor Patents and Licensor Know-how.

Collaboration IP shall mean Collaboration Patents and Collaboration Know-how.  Collaboration IP shall not include Licensee IP or Licensor IP.

Licensee IP shall mean Licensee Patents and Licensee Know-how.  Licensee IP shall not include any intellectual property owned or licensed by Licensee or its Affiliates relating to the ECLiPSâ„¢ technology (i.e., the creation or use of encoded combinatorial libraries or any tag and/or marker compounds).

Licensor Patents shall mean all Patents in the Territory Controlled by Licensor or its Affiliates as the effective date, or any other Patent Controlled by Licensor during the Term; in each case, necessary for the discovery, development, manufacture, importation or use of one or more Collaboration Compounds and/or the development, manufacture, use, sale, importation or commercialization of corresponding Collaboration Products.

Licensee Patents shall mean all Patents in the Territory Controlled by Licensee or its Affiliates as the Effective Date, or any other Patent Controlled by Licensee during the Term; in each case, necessary for the discovery, development, manufacture, importation or use of one or more Collaboration Compounds and/or the development, manufacture, use, sale, importation or commercialization of corresponding Collaboration Products.

Collaboration Patents shall mean (i) all patents and patent applications claiming any invention or discovery which was conceived or reduced to practice during the Collaboration Term and in the course of the Collaboration, by employees or agents of Licensor, Licensee or any of their respective Affiliates, either alone or jointly (including, without limitation, the synthesis and composition of matter of any Collaboration Compound, or method of use thereof; and (ii) any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions or other governmental actions which extend any of the subject matter of the patent applications or patents in (i) above, and any substitutions, confirmations, registrations, revalidations, or additions of any of the foregoing, in each case, which is owned or Controlled, in whole or part, by license, assignment or otherwise by Licensee or Licensor during the term of this Agreement; provided, however, that Collaboration Patents shall not include any Licensor Patents or Licensee Patents.

Licensee Compound shall mean any compound brought to the Collaboration by Licensee, which is Controlled by Licensee at or after the Effective Date, and which is proprietary to Licensee by virtue of being within the Licensee IP.

Field of Use
Licensee Field shall mean, with respect to each Collaboration Compound for which Licensee has received approval to develop pursuant, all human and animal disorders and diseases treated by modulation of a Collaboration Target by such Collaboration Compound.

Licensor Field shall mean, with respect to each Collaboration Compound, all human and animal disorders and diseases treated by modulation of a Collaboration Target by such Collaboration Compound.

The primary objective of the alliance is to identify active molecules and bring them forward to clinical proof of concept, yielding novel candidates for drug development in various therapeutic areas.

IPSCIO Record ID: 279355

License Grant
License to Commercialize Collaboration Compounds –  Licensor grants to Licensee a worldwide, exclusive license, with the right to sublicense, under the Licensor IP and Licensors interest in the Collaboration IP, to make, have made, use, sell, offer to sell and import Collaboration Compounds, and/or Collaboration Products based on such Collaboration Compounds, for any and all uses and indications in the Licensee Field.

License to Compounds (Other than Collaboration Compounds)  Derived from Licensee Compounds – Licensor grants to Licensee a worldwide, exclusive license, with the right to sublicense, under the Licensor IP and Licensors interest in the Collaboration IP, to make, have made, use, sell, offer to sell and import Collaboration Compounds, and/or Collaboration Products based on such Collaboration Compounds, for any and all uses and indications in the Licensee Field.

License Property
Collaboration Product shall mean a pharmaceutical product containing a Collaboration Compound that is sold by Licensee or Licensor, or their respective Sublicensees or Affiliates.  It is understood that, in the event any Collaboration Compound is sold for therapeutic purposes, such Collaboration Compound shall be deemed a Collaboration Product and shall be subject to milestones and royalties as set forth in this Agreement.

Collaboration Compound shall mean a Licensor Compound or a Non-Exclusive Compound or a compound that is derived, directly or indirectly, from a Licensee Compound, Licensor Compound, or Non-Exclusive Compound; in each case, that modulates the biological activity of a Collaboration Target at a level of potency to be established by the JRC.  A compound shall be deemed to have been derived directly from another compound if it (i) is the result of a chemical modification made to such a compound, (ii) is otherwise obtained from a chemical synthesis program based on one or more such compounds, (iii) is based on proprietary structure-activity data obtained from the testing of one or more such compounds, or (iv) is specifically or generically within the scope of one or more claims of any patent application or patent filed by Licensor or Licensee or their Affiliates to protect any compound in category (i), (ii) or (iii) above.  A compound shall be deemed to have been derived indirectly from another compound if it is the result of a series of iterations of any or all of (i) through (iv) above.  For purposes of clarity, any compound synthesized in the course of the Collaboration and based on a Licensee Compound, Licensor Compound, or Non-Exclusive Compound which is active against a Collaboration Target at the level of potency established by the JRC shall be deemed a Collaboration Compound.  Joint Research Committee or “JRC” shall mean the entity organized to manage the scientific implementation of the Collaboration.

Licensee IP shall mean Licensee Patents and Licensee Know-how.

Collaboration IP shall mean Collaboration Patents and Collaboration Know-how.  Collaboration IP shall not include Licensor IP or Licensee IP.

Licensor IP shall mean Licensor Patents and Licensor Know-how.  Licensor IP shall not include any intellectual property owned or licensed by Licensor or its Affiliates relating to the ECLiPSâ„¢ technology (i.e., the creation or use of encoded combinatorial libraries or any tag and/or marker compounds).

Licensee Patents shall mean all Patents in the Territory Controlled by Licensee or its Affiliates as the effective date, or any other Patent Controlled by Licensee during the Term; in each case, necessary for the discovery, development, manufacture, importation or use of one or more Collaboration Compounds and/or the development, manufacture, use, sale, importation or commercialization of corresponding Collaboration Products.

Licensor Patents shall mean all Patents in the Territory Controlled by Licensor or its Affiliates as the Effective Date, or any other Patent Controlled by Licensor during the Term; in each case, necessary for the discovery, development, manufacture, importation or use of one or more Collaboration Compounds and/or the development, manufacture, use, sale, importation or commercialization of corresponding Collaboration Products.

Collaboration Patents shall mean (i) all patents and patent applications claiming any invention or discovery which was conceived or reduced to practice during the Collaboration Term and in the course of the Collaboration, by employees or agents of Licensee, Licensor or any of their respective Affiliates, either alone or jointly (including, without limitation, the synthesis and composition of matter of any Collaboration Compound, or method of use thereof; and (ii) any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions or other governmental actions which extend any of the subject matter of the patent applications or patents in (i) above, and any substitutions, confirmations, registrations, revalidations, or additions of any of the foregoing, in each case, which is owned or Controlled, in whole or part, by license, assignment or otherwise by Licensor or Licensee during the term of this Agreement; provided, however, that Collaboration Patents shall not include any Licensee Patents or Licensor Patents.

Licensor Compound shall mean any compound brought to the Collaboration by Licensor, which is Controlled by Licensor at or after the Effective Date, and which is proprietary to Licensor by virtue of being within the Licensor IP.

Field of Use
The primary objective of the alliance is to identify active molecules and bring them forward to clinical proof of concept, yielding novel candidates for drug development in various therapeutic areas.

Licensor Field shall mean, with respect to each Collaboration Compound for which Licensor has received approval to develop pursuant, all human and animal disorders and diseases treated by modulation of a Collaboration Target by such Collaboration Compound.

Licensee Field shall mean, with respect to each Collaboration Compound, all human and animal disorders and diseases treated by modulation of a Collaboration Target by such Collaboration Compound.

IPSCIO Record ID: 279318

License Grant
For the exclusive license, Licensor grants to the Licensee of Japan an exclusive right and license in the Territory under Licensors interest in the Collaboration Patent and the Collaboration Know-How, with a right to sublicense, to develop, make, have made, use, offer for sale and/or sell, import and export any Active Compound, Active Claimed Compound and/or Derivative Compound, and, also with a right to sublicense, to develop, make, have made, use, import and export, offer for sale and/or sell any Collaboration Product or Product.

For the Non-Exclusive Licenses for:
—  The Collaboration Technology, Licensor grants to a non-exclusive, sublicensable license in the Territory under Licensors interest in the Collaboration Patent and the Collaboration Know-How, to develop, make, have made, use, offer to sell, sell, import and export any Inactive Compound or Claimed Compound, other than Active Claimed Compounds, and upon Licensees discovery that a particular Inactive Compound or such Claimed Compound is active against a particular target, the right to negotiate to obtain the exclusive rights to such Inactive Compound or Claimed Compound, in each case in the Territory.
—  The Pre-existing Licensor Patents, In the event that the development, making, having made, use, offer for sale, sale, import and export by Licensee of any Active Compound, Inactive Compound, Active Claimed Compound, Claimed Compound or Derivative Compound, any Collaboration Product, Product or any product containing an Inactive Compound, a Claimed Compound or Derivative Compound would infringe during the term of the Agreement a claim of Pre-existing Licensor Patent, Licensor grants to the extent Licensor is legally able to do so, a non-exclusive, sublicensable, license in the Territory under such Pre-existing Licensor Patent for those purposes, and,
— The Inactive Compounds and Claimed Compounds, with respect to an Inactive Compound or a Claimed Compound, at least 90 days prior to Licensor entering into material and substantial negotiations to grant to a Third Party any rights to such Inactive Compound or Claimed Compound, Licensor agrees to notify Licensee in writing, together with a description of the chemical entity that would be the subject of such negotiations. Within 30 days after receipt from Licensor of such notice, Licensee shall notify Licensor whether or not it desires to discuss terms and conditions under which Licensor would grant exclusive rights to such Inactive or Claimed Compound to Licensee.

License Property
Licensor has expertise and proprietary technology for the discovery, generation, optimization and preclinical testing of small molecule clinical candidates from drug discovery programs.
Field of Use
The Field means the discovery, development and commercialization of small molecules for the diagnosis or therapeutic or prophylactic treatment of diseases and conditions, wherein the primary mechanism of action of such small molecules is to modulate the activity of a Collaboration Target.

IPSCIO Record ID: 222558

License Grant
For the Compounds and Products, Licensor grants an exclusive license under the Licensor Technology and Licensors interest in the Collaboration Technology, exclusive even as to Licensor and its Affiliates, to make, have made, use, sell, offer to sell, import and export Agreement Products in the Territory. It is understood that such licenses shall include the right to conduct drug research and development, and the exclusive right to discover, develop, make, have made and use Agreement Compounds, during the term of this Agreement.

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.

License Property
Licensor has developed proprietary technologies relating to the design and preparation of encoded compound libraries based upon combinatorial chemistry.  'Licensor Technology' shall mean Existing Licensor Patent Rights, Existing Licensor Know-How, and Licensor Improvements (with some exceptions).

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.'

Field of Use
This agreement field relates to assays, compound screening methods and biological research tools used to design, prepare and screen compound libraries against Licensees biological targets.

IPSCIO Record ID: 211827

License Grant
The parties wish to collaborate in a chemical lead and drug discovery program.  This agreement has an exclusive period.  Licensee has a non-exclusive right to use Licensors Technology as necessary to conduct activities under the Research Program.  Additionally, Licensor grants an exclusive, worldwide license, with the right to sublicense to use such Licensor Technology as is necessary to make, have made, use, have used, sell, have sold, import and export Active Compounds, Development Compounds and/or Products in the Territory.
License Property
Licensor has developed, licensed and/or owns certain drug discovery technology and intellectual property rights, including chemical library design software, multi-parallel synthesis and purification methods, chemical libraries suitable for high throughput biological screening assays and medicinal chemistry (collectively, 'CombiChem Technology').

Licensee desires to utilize CombiChem Technology for its drug discovery activities under Licensee know-how concerning the identification and characterization of novel small molecule inhibitors for development as therapeutics for treatment of diseases in humans.

Licensee and its Affiliates have developed and own certain drug discovery and intellectual property rights, including certain assays, methods and know how regarding the Initial Target, among other things (collectively 'ICOS Technology').

The Product means any product containing an Active Compound or Development Compound with such compound as the active ingredient or one of the active ingredients, which is the subject of one or more claims under a Collaboration Patent and which is granted regulatory approval by the governing health regulatory authority of the applicable country for marketing in the Field.

The Product means any product containing an Active Compound or Development Compound with such compound as the active ingredient or one of the active ingredients, which is the subject of one or more claims under a Collaboration Patent and which is granted regulatory approval by the governing health regulatory authority of the applicable country for marketing in the Field.

Field of Use
The Field means all therapeutic indications in humans for any Target against which a Collaboration Compound, Active Compound, Development Compound or Products may be directed.

IPSCIO Record ID: 273856

License Grant
The Dutch Licensor grants Licensee a worldwide, exclusive, license with the right to sublicense under the Licensor Base Technology, Licensors interest in the Developed Technology and any other enabling technology Controlled by Licensor to make, have made, and use Reverted Lead Compounds in order to make, have made, use, import, offer for sale and sell products based thereon.
License Property
Collaboration Product means any therapeutic or prophylactic product that contains a Second Research Term Lead Compound or Derivative Compound thereof or an Optionable Development Candidate.

Developed Technology means any and all data or information whether tangible or intangible, including without limitation the Parties’ Know-how and Patent Rights, which (i) is necessary to make or use Lead Compounds or Development Candidates, or to develop, make, use or sell Collaboration Products based thereon, and (ii) which was conceived or reduced to practice during and in the course of the Research Collaboration, by employees or agents of Licensor, Licensee and any of their respective Affiliates, either alone or jointly. Developed Technology shall not include Licensee Base Technology, Licensor Base Technology or Excluded Technology.

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.

Licensee Base Technology means any and all technical data or information, whether tangible or intangible, including without limitation Licensee’s Know-how and Patent Rights (i) which is necessary to conduct the Research Collaboration, to make or use Lead Compounds, or to develop, make, use or sell Collaboration Products, and (ii) which Licensee owns or Controls as of the Effective Date or during the Research Term, and conceives or reduces to practice outside the Collaboration, without any intellectual contribution from Licensor.  Licensee Base Technology shall not include Excluded Technology.

Licensor Base Technology means any and all technical data or information, whether tangible or intangible, including without limitation Licensor’s Know-how and Patent Rights (i) which is necessary to conduct the Research Collaboration, and (ii) which Licensor owns or Controls as of the Effective Date or during the Research Term, and conceives or reduces to practice outside the Collaboration, without any intellectual contribution from Licensee.

Field of Use
This agreement pertains to the drug industry.

IPSCIO Record ID: 223130

License Grant
Licensor hereby grants to Licensee a permanent, worldwide, exclusive (even as to Licensor) license under Licensors interest in the Licensee Research Patents and Licensee Research Know-How, for any and all purposes; provided, however, that Licensor may exercise such interest solely as necessary to perform its obligations under the Research Program.

Licensor hereby grants to Licensee a worldwide, exclusive license under Licensors interest in the Collaboration Technology to develop, make, have made, use, import, offer for sale, sell, have sold or otherwise exploit (i) Development Candidates for any and all purposes in the Field; and (ii) Licensee-Derived Compounds outside the Field; in each case, alone or as incorporated into a Product.

Licensor hereby grants to Licensee a worldwide, exclusive license under the Licensor Prior Aspartyl Protease Patents to develop, make, have made, use, import, offer for sale, sell, have sold or otherwise exploit Development Candidates for any and all purposes in the Field, alone or as incorporated into a Product.

Licensor hereby grants to Licensee a worldwide, non exclusive license (i) under the Licensor Core Technology and Licensor Know-How as reasonably necessary or useful to develop, make, have made, use, import, offer for sale, sell, have sold or otherwise exploit Development Candidates for any and all purposes in the Field, and (ii) under the Licensor Know-How as reasonably necessary or useful to develop, make, have made, use, import, offer for sale, sell, have sold or otherwise exploit Licensee-Derived Compounds outside the Field; in each case, alone or as incorporated into a Product.  It is understood that the foregoing license under Licensor Core Technology shall not include the right to practice Licensor Core Technology to discover novel compositions outside the Field, and shall only include the right to exploit Development Candidates that are Licensor-Derived Compounds, or that are Licensee-Derived Compounds generated without the use of Licensor Core Technology in accordance with this Agreement.

License Property
Licensee Research Patents shall mean all patents, patent applications and invention disclosures the subject of which is an invention made: (i) solely by Licensee personnel in the course of performing the Research Program; or (ii) solely by Licensee personnel during the Exclusivity Period in the course of activities directed to the discovery, research or development of compounds for use in the Field; as well as any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions, supplementary protection certificates, and other governmental actions which extend any of the patent applications or patents in (i) or (ii) above, and all foreign counterparts to any of the foregoing.

Licensee Research Know-How shall mean any information or material, including, but not limited to, discoveries, processes, methods, protocols, formulas, data, non- patented inventions, know-how, and trade secrets of Licensee, made or developed: (i) solely by Licensee personnel in the course of performing the Research Program; or (ii) solely by or under authority of Licensee personnel during the Exclusivity Period in the course of activities directed to the discovery, research or development of compounds for use in the Field.

Collaboration Technology shall mean all Research Patents and Research Know-How.
Development Candidate shall mean any Collaboration Compound that is approved by Licensee in its sole discretion as a Development Candidate.

Collaboration Compound shall mean any chemical entity that is a protein, small molecule, or other compound that is synthesized by the Parties pursuant to work conducted under the Research Program and during the Research Term and Derivatives (as defined below) synthesized by a Party or its Affiliates on behalf of a Party prior to the third (3rd) anniversary of the end of the Research Term, and shall include any Licensee-Derived Compound or Licensor-Derived Compound, as the case may be.

Licensor Prior Aspartyl Protease Patents shall mean all patents and patent applications controlled by Licensor as of the Effective Date that claim small molecule inhibitors of Aspartyl Proteases, together with any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions, supplementary protection certificates, and other governmental actions which extend any of the patent applications or patents listed, and any all foreign counterparts of any of the foregoing.

Licensor Prior Aspartyl Protease Patents:

SU-2400 P1 – Aspartyl Protease Inhabitors
SU-2499 P2 – Aspartyl Protease Inhabitors
SU-2600 P1 – Constructs for Homogeneously Processed Preparations of Beta Site APP-Cleaving Enzyme

Licensor will contribute an initial series of small molecule inhibitors and apply its proprietary fragment-based drug discovery 'Tethering' technology, a process in which the target selects fragments with binding affinity for a specific region on the target surface, to discover additional novel series of small molecules. The initial target in the collaboration is BACE ;-amyloid precursor protein-cleaving enzyme), an enzyme that mediates the deposition of amyloid plaque in the brain.

Field of Use
This agreement pertains to the drug industry relating to the field that shall mean the research, development and commercialization of Collaboration Compounds for any or all therapeutic indications of small molecule modulators of the Target.

The research collaboration agreement  is to discover novel oral therapeutics for the treatment of Alzheimer's disease.

IPSCIO Record ID: 245901

License Grant
Licensor hereby grants to the Belgium Licensee an exclusive ( even as to Licensor except as expressly set forth below), royalty-bearing right and license, with the right to grant sublicenses, under the Licensor Intellectual Property and Licensors interest in the Collaboration Intellectual Property, to research, develop, make, have made, import, export, use, sell, offer for sale, have sold, distribute, promote, commercialize and otherwise exploit Collaboration Products in the Field in the Territoty; provided, however, that Licensor retains the right under the Licensor Intellectual Property and the Collaboration Intellectual Property to perform Licensors obligations under this Agreement, including conducting the activities set forth in the Joint Plan and Budget.
License Property
Collaboration Product means a Compound, or a pharmaceutical product containing a Compound which product is in any form or formulation or combination, delivery or production system ( e.g., cell lines that produce the protein or peptide therapeutic), or package configuration. For clarity and purposes of this Agreement, antibodies, antibody fragments, chemical compounds, antisense therapeutics, RNA and DNA therapeutics are not Collaboration Products, and 'Collaboration Product' shall not include Licensor Compositions, where 'Licensor Composition' means any active pharmaceutical ingredient ( other than a Compound) whose composition of matter, or method of manufacture or use, is claimed in or embodies any Patent Rights or Know-How solely or jointly with a Third Party owned or controlled by Licensor or any of its Affiliates which was discovered by Licensor or any of its Affiliates outside of the Research Collaboration.

Compound means any native, mutated, or chimeric protein or peptide therapeutic that directly modulates a Target (a 'Target Modulator') and was identified, and such modulation confirmed, by Licensor or Licensee in the performance of the Research Collaboration. For clarity and purposes of this Agreement, antibodies, antibody fragments, chemical compounds, antisense therapeutics, RNA and DNA therapeutics are not Compounds or Target Modulators.

Collaboration Intellectual Property means Collaboration Know-How and Collaboration Patent Rights.  

Licensor Intellectual Property means Licensor Know-How and Licensor Patent Rights.

Licensor Patent Rights means all Patent Rights Controlled by Licensor as of the Effective Date or during the Research Term that is necessary for Licensee to perform its obligations under the Research Collaboration, but excluding Collaboration Patent Rights.

Licensor Know-How means all Know-How Controlled by Licensor as of the Effective Date or during the Research Term that is necessary for Licensee to perform its obligations under the Research Collaboration, but excluding Collaboration KnowHow.

Field of Use
Licensee will utilize Licensor’s proprietary AMP-Rx protein design technology to create a novel therapeutic of Licensee’ selection optimized for improved pharmaceutical characteristics and therapeutic benefits for the treatment of diabetic eye diseases.

IPSCIO Record ID: 227289

License Grant
The parties agree to collaborate with each other relating to the discovery and optimization of compounds for use in the Field with respect to certain biological targets within the Field.

Screening License – Licensor hereby grants to Licensee a nonexclusive, worldwide, royalty-free license (without the right to sublicense) under the Licensor Patent Rights and other rights in the Licensor Technology to screen Licensor Compounds delivered under the collaboration against Anti-Infective Targets and Anti-Fungal Targets in the Field, but only during the Screening Phase.

Develop and Commercialize License – Licensor hereby grants to Licensee and its Affiliates the following licenses:

         (i)      an exclusive, worldwide license (with the right to sublicense) under the Licensor Patent Rights and other rights in Licensor Technology to conduct development of Licensed Compounds in the Field, including the right to develop Analog Compounds based on Licensed Compounds.;
         (ii)     an exclusive, worldwide license (with the right to sublicense) under the Licensor Patent Rights and other rights in Licensor Technology to make, have made, use, have used, sell, and import Licensed Compounds and certain identified Analog Compounds, as described below, in the Field; and
         (iii)    a non-exclusive, worldwide license (with the right to sublicense) under the Licensor Patent Rights and other rights in Licensor Technology to use chemical synthesis methods within the Licensor Patent Rights and Licensor Technology to make and have made Royalty-Bearing Products.

License Property
Licensor Compound means a chemical compound owned or controlled by Licensor provided by Licensor to Licensee pursuant to this Agreement as part of a screening library, including without limitation the compounds provided in the Compass Array Library and Mapping Array Libraries.

Licensed Compound means any Available Compound or Inactive Licensor Compound that has been designated as a Licensed Compound as provided.

Licensed Compound Se means a set of one or more Licensed Compounds from the same Mapping Array Library that have biological activity for the same Target, as well as any Licensor Analog Compounds of such Licensed Compounds that are synthesized by a party in the course of optimizing those Licensed Compounds.

Patent Rights means any United States and foreign patent application and any divisional, continuation, or continuation-in-part of such patent application (to the extent the claims are directed to subject matter specifically described therein), as well as any patent issued thereon and any reissue or reexamination of such patent, and any foreign counterparts to such patents and patent applications.  Licensor Patent Rights means Patent Rights that are either (i) assigned solely to Licensor, (ii) assigned jointly to Licensor and a party other than Licensee, or (iii) licensed to or otherwise controlled by Licensor, in each case to the extent that Licensor has the ability to license or sublicense the rights required under this Agreement without payment to a third party.  Licensee Patent Rights means Patent Rights that are either (i) assigned solely to Licensee (including Patent Rights in Analog Compounds pursuant to this agreement assigned jointly to Licensee and a party other than Licensor, or (iii) licensed to or otherwise controlled by Licensee, in each case to the extent that Licensee has the ability to license or sublicense the rights required under this Agreement without payment to a third party. Joint Patent Rights means Patent Rights assigned to both Licensor and Licensee as joint owners. Joint Patent Rights will include (i) Patent Rights claiming Joint Technology and (ii) Patent Rights claiming both Licensor Technology and Licensee Technology in a single filing, but will not include Patent Rights in Analog Compounds assigned by Licensor to Licensee pursuant to this agreement.

Technology means any proprietary development, information, know-how, idea, design, concept, technique, process, invention, compound, discovery, improvement whether or not patentable or copyrightable.  

Licensor Technology means Technology that is either (i) assigned solely to Licensor, (ii) assigned jointly to Licensor and a party other than Licensee, or (iii) licensed to or otherwise controlled by Licensor, in each case to the extent that Licensor has the ability to license or sublicense the rights required under this Agreement without payment to a third party. Licensee Technology means Technology that is either (i) assigned solely to Licensee, (ii) assigned jointly to Licensee and a party other than Licensor, or (iii) licensed to or otherwise controlled by Licensee, in each case to the extent that Licensee has the ability to license or sublicense the rights required under this Agreement without payment to a third party. Joint Technology means Technology that is developed or discovered jointly by one or more employees or consultants of Licensee and one or more employees or consultants of Licensor in connection with this Agreement.

Field of Use
Field means all applications in the life sciences relating to human therapeutic products for the treatment, prophylaxis or diagnosis of infectious diseases caused by bacterial organisms.

IPSCIO Record ID: 222557

License Grant
Licensor agrees to grant, and hereby grants to Licensee an exclusive license under the Licensor Technology and Licensors interest in the Collaboration Technology (exclusive even as to Licensor and its Affiliates), to make, have made, use, sell, offer to sell, import and export Agreement Products in the Territory.  It is understood that such licenses shall include the right to conduct drug research and development, and the exclusive right to discover, develop, make, have made and use Agreement Compounds, during the term of this Agreement.

Licensor agrees to grant, and hereby grants, to Licensee 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.

License Property
The proprietary technologies relating to the design and preparation of encoded compound libraries based upon combinatorial chemistry.

Combination Product shall mean a Product which comprises two (2) or more active therapeutic ingredients at least one (1) of which is an Agreement Compound or a Licensee Compound.

Library Compound shall mean any compound which is contained in a Discovery Library or Optimization Library hereunder.

Target shall mean a biomolecular entity (including, without limitation, receptors, enzymes, nucleic acids and proteins, and/or fragments thereof) that a small molecule is screened against in order to determine whether the small molecule demonstrates a specific biochemical or pharmaceutical effect.

Library shall mean any chemical compound library prepared by Licensor employees working on the Collaboration, and/or Licensee employees working at Licensors facilities on the Collaboration,  under the terms of this Agreement using (i) combinatorial chemistry techniques or (ii) such other techniques as may, from time to time, be agreed by the Parties.

Field of Use
This agreement pertains to the drug industry relating to therapeutic, treatment or prevention of diseases and conditions in human beings.

Licensor's combinatorial chemistry technology will accelerate the drug discovery process and to identify lead compounds for development as new therapeutic entities.

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: 223131

License Grant
Licensee hereby grants to Licensor a worldwide, non-exclusive license under the Research Program Technology and Licensor Inhibition Mode Technology solely to perform its obligations under the Research Program as specifically provided in the Research Plan.

Licensor hereby grants to Licensee and its Affiliates a worldwide, non-exclusive license under the Licensor Core Technology (and any improvements thereto) to research, develop, make, have made, use, import, offer for sale, sell, have sold or otherwise exploit compounds that inhibit the Target (including but not limited to Program Compounds) and/or Products in the Territory.

Licensor hereby grants to Licensee and its Affiliates a worldwide, non-exclusive license under the Licensor Background Technology to research, develop, make, have made, use, import, offer for sale, sell, have sold or otherwise exploit compounds that inhibit the Target (including but not limited to Program Compounds) and/or Products in the Territory.

License Property
Research Program means the activities undertaken by or under authority of Licensee, which may include input from Licensor and the Licensor Principal Consultant, to discover and develop Program Compounds as set forth and in the Research Plan.

Research Program Technology means Research Program Know-How and Research Program Patents.
Research Program Patents mean Licensee Research Program Patents, Licensor Research Program Patents, and Joint Research Program Patents.

Licensor Inhibition Mode Technology means Licensor Inhibition Mode Patents and Licensor Inhibition Mode Know-How.

Patents within the Licensor Core Technology.
U.S. Patent No. 6,344,330 – Pharmacophore Recombination For the Identification of Small Molecule Drug Lead Compounds
U.S. Patent No. 6,335,155 – Methods for rapidly identifying small organic molecule ligands for binding to biological target molecules

Licensor Core Technology mean all patents, patent applications, invention disclosures, certificates of invention and applications for certificates of invention, owned or Controlled by Licensor or its Affiliates as of the Agreement’s Effective Date and/or during the term of the Agreement, and all information, materials and other subject matter, and improvements thereof, relating to (i) mutants or the use thereof in screening, (ii) the use of novel protein engineering techniques and their application in drug discovery, (iii) target-directed fragment discovery and maturation to produce drug leads, including monophores, extenders and fragments, and monophore, extender and fragment libraries for such purposes, (iv) covalent tethering and techniques related thereto (e.g., NMR, X-ray, mass spec. AUC, Biacore) and its use to discover fragments and test binding hypotheses of fragments and leads, or (v) dynamic and other combinatorial chemistries related to proteins, as well as any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions, supplementary protection certificates, and other governmental actions which extend any of the patent applications, patents, invention disclosures, certificates of invention or certificates of invention applications above, and all foreign counterparts to any of the foregoing.  Notwithstanding the foregoing, Licensor Core Technology shall exclude all Licensor Inhibition Mode Technology and Research Program Technology.

Licensor Background Technology means all patents, patent applications, invention disclosures, certificates of invention and applications for certificates of invention, Controlled by Licensor or its Affiliates as of the Effective Date and/or during the term of the Agreement, that (i) are necessary or useful to Licensee in the research, development, or commercialization of compounds that inhibit the Target (including but not limited to Program Compounds and Products), and (ii) are not Licensor Inhibition Mode Patents, Research Program Patents or within the Licensor Core Technology; as well as any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions, supplementary protection certificates, and other governmental actions which extend any of the patent applications, patents, invention disclosures, certificates of invention or certificates of invention applications above, and all foreign counterparts to any of the foregoing.

Field of Use
Research collaboration agreement relates to discover novel oral drugs for the treatment of viral infections.

IPSCIO Record ID: 266847

License Grant
The Parties enter this agreement to collaborate to identify novel molecules derived from Licensor Technology that demonstrate efficacy against assays that are designed to identify compounds having antibacterial or antifungal properties.

Licensor grants an exclusive, worldwide license under the Licensor Technology to the Compound Set to the extent necessary or useful to develop, make, have made, use, sell, offer for sale and import Products in the Territory and within the Field.   This License also includes the right to identify and develop new compounds that are Compound Derivatives of members of such a Compound Set by medicinal chemistry.

Licensor grants a non-exclusive worldwide license to use a Licensor microbial strain and an exclusive,  worldwide license to genes, in each case, solely to manufacture or have manufactured a Compound or Product in the Territory and within the Field, provided such strain and genes direct the synthesis of a compound included within a Compound Set or a Product and were identified or otherwise known or available as part of the R&D Program prior to the expiration of the research period, or, with respect to those Compound Sets opted to be carried into the six month period, were identified or otherwise known or available as part of the R&D Program prior to the expiration of such six month period; and provided further that such licenses shall not include any rights to genetically modify any strains or genes.

Licensor grants a nonexclusive, perpetual license to practice any and all Program Inventions that are not covered by Compound Patents (or applications related thereto, so long as such applications are being prosecuted) made by Licensee employees or consultants, either alone or jointly with Licensor employees or consultants, and assigned to Licensor for any purpose, and a nonexclusive, perpetual license to practice any and all Program Inventions made by Licensee employees or consultants either alone or jointly with Licensor employees or consultants, for Licensee to carry out its responsibilities in accordance with this Agreement.

License Property
Licensor has developed proprietary technologies for the rapid discovery, development and optimization of Compounds.

Compound Set shall mean, with respect to a particular Compound, such Compound and all Compound Derivatives with respect to such compound.  A Compound Set shall not include any Excluded Compound.

Excluded Compound shall mean any chemical compound with respect to which Licensor has granted rights or an option to obtain rights to a Third Party.

Field of Use
Field shall mean use in the treatment, prevention or diagnosis of a fungal or bacterial infection in humans.

Under the terms of this agreement, the companies planned to collaborate to identify and develop novel drugs derived from Licensee's recombinant natural product libraries that demonstrate antibacterial or antifungal properties.

IPSCIO Record ID: 246201

License Grant
The Parties desire to form a collaboration for the co-development and commercialization of certain products.

For each Project, Licensor grants an exclusive, exclusive even as to Licensor, worldwide, sublicensable exclusive right and license under Collaboration Rights, Licensor Patent Rights, and Licensor Know-How to make, have made, use, sell, offer to sell and import Product and such license shall automatically terminate for each Product of a Project as to which Licensee becomes an Opt-Out Party effective as of the Opt-Out Date or as to which Licensee becomes a Non-Selling Party.

For each Project, Licensor grants a non-exclusive license under Patent Rights owned by Licensor to perform research under the Research Plan for such Project, which license shall terminate for each Project when Licensee becomes an Opt-Out Party for such Project.

License Property
Licensor has know-how, expertise, intellectual property rights and technology with respect to chemical libraries and chemical synthesis.

Project means research activities with respect to identifying compounds with activity against an Approved Target, synthesizing compounds based on such identified compounds, identifying and selecting a Development Compound, developing, manufacturing, obtaining Regulatory Approval and commercializing a Product.

Product means a Development Compound and/or a Replacement Compound and/or a pharmaceutical composition that includes a Development Compound and/or Replacement Compound.

The Selected Compounds shall be provided as 384 well plates with each well containing 0.7 micromoles of compound per well, dissolved in 70 microliters of DMSO, with the compound being at a final concentration of 10 micromoles.

Licensor will provide Licensee access to its Discovery outSource(TM) services platform, including the world's largest commercially available chemical library, as well as medicinal and synthetic chemistry for the discovery and development of new active compounds.

Field of Use
Licensee possesses know-how, expertise, intellectual property rights and technology with respect to screening of libraries to identify compounds of interest and the development of compounds.

The target means a protein and/or peptide and/or polynucleotide.

The Parties have entered into a collaboration for the discovery and development of small molecule oncology therapeutics.

IPSCIO Record ID: 299263

License Grant
The Collaboration will seek to identify agents that modulate biological targets within the Field, including all therapeutic benefits of such agents.

Licensor grants and agrees to grant to Licensee exclusive, worldwide, except for Japan, licenses under the Licensor Patents to the extent necessary to make, have made, use and sell each compound designated as a Collaboration Lead Compound or as a Collaboration Product.

Each party hereby grants and agrees to grant to the other a non-exclusive, royalty-free license to use such partys Know-How and Patents that are conceived or reduced to practice prior to the one year anniversary of the end of the Term of the Research Collaboration.

License Property
Each Party has certain expertise in the discovery and development of agents acting in the field of cell cycle control.

The technologies relates to gene therapy and are developed in connection with performance of the Research Plan of Gene Therapy Inventions.

A Lead compound would be considered as a candidate for cGLP/cGMP studies.

Field of Use
Field shall mean research, drug discovery and development collaboration aimed at therapeutic agents to restore control of or otherwise intervene in, mis-regulated cell cycle transitions in tumor cells, vascular smooth muscle cells, or other pathological conditions.

IPSCIO Record ID: 281186

License Grant
The Japanese Licensor hereby grants and agrees to grant to Licensee: (i) an exclusive (except as to Licensor), royalty-bearing license (with the right to sublicense) under the Program Patents, Program Know-How, and the Licensor Technology to the extent necessary develop, have developed (following approval of the MC in accordance with this agreement), make, have made, use, import, offer for sale, sell and have sold (following approval of the MC in accordance with this agreement) any Product in the Co-Promotion Territory; and (ii) an exclusive (even as to Licensor), royalty-bearing license (with the right to sublicense) under the Program Patents, Program Know-How, and the Licensor Technology to develop, have developed, make, have made, use, import, offer for sale, sell and have sold (with the right to sublicense) any Product in the Licensee Territory.
License Property
Product shall have the meaning regarding Lead Compound and Research Compound. Products do not include Independent Products.

Lead Compound shall mean a Substance designated by the RMC as suitable for initial development against a Current Program Target within the Field based upon results of screening performed pursuant to this agreement.  Lead Compounds may be selected as Collaboration Lead Compounds.

Research Compound shall mean any compound that is based upon a Substance that agonizes or antagonizes a Current Program Target and that is made, created, discovered, identified, invented, synthesized, optimized or acquired by or on behalf of either Party pursuant to the Research Plan, or otherwise in the course of the Program. Research Compounds may be selected as Collaboration Lead Compounds.

Program Patents shall mean patents and patent applications, both foreign and domestic, including without limitation all substitutions, provisionals, continuations, continuations-in-part, divisionals, extensions, reexaminations, reissues, renewals, supplementary protection certificates and inventors certificates, that are owned or controlled by either Party or both Parties and claim Program Inventions made during the Term in the course of the discovery, research, Pre-Clinical Development, Development and commercialization of Substances, Lead Compounds, Research Compounds, Collaboration Lead Compounds, Independent Lead Compounds, Products or Independent Products pursuant to the Program. Program Patents shall exclude Research Compound Patents and Program Know-How.

Licensor Technology shall mean, collectively, the Patent Rights and the Know-How owned or controlled by Licensor.

RMC shall mean the research management committee.

MC shall mean the marketing committee.

Field of Use
Field shall mean the agonism or antagonism of Current Program Targets for the treatment of disease in humans.

The deal is for the discovery, development and commercialization of products to treat metabolic diseases.  Metabolic syndrome is a cluster of conditions that occur together, increasing your risk of heart disease, stroke and type 2 diabetes. These conditions include increased blood pressure, high blood sugar, excess body fat around the waist, and abnormal cholesterol or triglyceride levels.

This collaboration agreement is to research and develop orphan nuclear receptor agonists and antagonists.

IPSCIO Record ID: 294263

License Grant
Commercial Licenses to Licensee: Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee (i) an exclusive worldwide, royalty-bearing license during the Agreement Term, including the right to sublicense, under the Licensor IP and Joint IP to make, use, import, sell and offer to sell Products and (ii) a non-exclusive, worldwide perpetual, royalty-free license, with the right to sublicense, under the Licensor IP to make, use, import, sell, and offer to sell biomarkers and diagnostics relating to Products. The license granted shall survive the expiration or termination of the Agreement Term.
License Property
The goal of the Collaboration is to discover compounds directed against the pathology mediated by or directly associated with the protein tau in Alzheimers disease (Compounds) and to develop such Compounds as pharmaceutical products (Products).

Combination Product means any pharmaceutical product which contains one or more pharmacologically or therapeutically active compound(s), product(s) and/or ingredient(s) in addition to Product.

Licensor will remain the sole owner of or otherwise shall continue to control rights in all IP relating to any and all Materials, information, plans or methods, except for Products, that may be disclosed to Licensee or developed solely by Licensor, or licensed to Licensor prior to or separate from performance of the Collaboration (Licensor Existing IP).  

All IP conceived in the execution of the Collaboration solely by Licensor, except for Product-related IP, will be owned by Licensor (Licensor New IP)

All IP in the Field conceived in the execution of the Collaboration jointly by Licensor and Licensee, except for Product-related IP, will be owned jointly by Licensor and Licensee (Joint IP), provided that all IP in the Field created solely by any staff at  Party A will be owned by Party A and licensed to Licensor under the Party A Agreements, and will be considered part of the Licensor IP licensed to Licensee under this Agreement.

Field of Use
The field in research and development of Compounds in the field of the following neurodegenerative diseases: Alzheimers disease; frontotemporal dementia; Pick s disease; and progressive supranuclear palsy.

IPSCIO Record ID: 223145

License Grant
Licensor grants to Licensee such rights that it has to grant a worldwide, exclusive license, with right to sublicense, to develop, make, have made, use, sell, offer for sale, have sold, import and have imported Licensed Products, under any Patent Rights owned by Licensor that would otherwise be infringed by Licensee but for this license, including Research Program Patent Rights, and under the Know-how developed by Licensee relating to the Licensed Products, including the Research Program Know-how.

This DiscoverWorksâ„¢ agreement is a research and development collaboration to identify Initial Hits, Improved Hits, Program Lead Compounds and Pre-Clinical Lead Compounds active against selected targets, and suitable, if required, for medicinal chemistry optimization, that may be developed and commercialized.

License Property
The patents include System and method of automatically generating chemical compounds with desired properties, and, Microplate thermal shift assay apparatus for ligand development and multi-variable protein chemistry optimization.

Licensed Product means any commercial product containing an Active Compound as an active ingredient.

Active Compound means a Program Lead Compound or a Pre-Clinical Lead Compound identified in the course of the Research Program, or compound further optimized from such a Program Lead Compound or a Pre-Clinical Lead Compound.

Chemical Optimization means the design, synthesis and identification of Improved Hits, Program Lead Compounds and Pre-Clinical Lead Compounds using DiscoverWorksâ„¢ Technology and other technologies.

DiscoverWorks™ Technology means DirectedDiversity® Technology and ThermoFluor® Technology.

DirectedDiversity(R) Technology means the descriptions, figures and claims of the Patent Rights and associated proprietary Licensor Know-how used to identify potential therapeutic compounds.

ThermoFluor® Technology means the Patent Rights and associated proprietary Licensor Know-how used to evaluate ligand-binding parameters.

Field of Use
The Field means the research, development and commercialization of chemical compounds for use in therapeutic and diagnostic products, except for use in the treatment or cure of Hepatitis C Virus through March 7, 2003 in humans.

IPSCIO Record ID: 291131

License Grant
Licensor hereby grants to Licensee an exclusive (even as to Licensor), royalty-bearing license in the Territory, with the right to sublicense through multiple tiers of sublicense, under Licensor’s interest in Collaboration Technology and Joint Technology, solely (A) to perform Licensee’s obligations under the Research Program during the Research Term and (B) to develop, make, have made, use, sell, have sold, offer for sale and import Development Candidates and Products in the Field during the Term; provided, however, that Licensor retains such rights under Licensors interest in Collaboration Technology and Joint Technology solely as are necessary to perform its obligations under the Research Program.

Licensor hereby grants to Licensee a non-exclusive, royalty-bearing license in the Territory, without the right to sublicense (except that Licensee may subcontract), under Licensor Technology Controlled by Licensor solely to perform Licensee’s obligations under the Research Program during the Research Term, and (B) Licensor hereby grants to Licensee a non-exclusive, royalty-bearing license in the Territory, with the right to sublicense as described below through multiple tiers of sublicense, under Licensor Technology Controlled by Licensor solely to develop, make, have made, use, sell, have sold, offer for sale and import Development Candidates and Products in the Field during the Term.

Licensor hereby grants to Licensee, a non-exclusive, royalty-bearing (included within the royalties as set forth) in license in the Territory, including the right to sublicense as described below through multiple tiers of sublicense, under such Specific Claims solely to develop, make, have made, use, sell, offer for sale, have sold or import such Development Candidate in the Field during the Term.

License Property
Product shall mean any preparation in final form containing a Development Candidate for sale by prescription, over-the-counter or any other method.

Joint Technology shall mean Joint Inventions and Joint Patents. Joint Patents shall mean Patents claiming any Joint Invention. Joint Invention shall mean any Invention conceived jointly by the Parties (or on their behalf) in the course of the Research Program during the Research Term; but excluding, in each case, Collaboration Technology, Licensee Technology and Licensor Technology.

Collaboration Technology shall mean Collaboration Know-How and Collaboration Patents.
Collaboration Patents shall mean Patents first filed after the Effective Date with claims or portions thereof, to the extent that they describe or claim a Collaboration Compound or a method of making or using a Collaboration Compound, where such Invention is conceived solely by a Party (or on its behalf) or jointly by the Parties (or on their behalf) in the course of the Research Program during the Research Term; provided that any Patent with the same disclosure as an Licensee Patent described in Agreement or a Licensor Patent described in Agreement, such as a renewal, division, continuation (in whole), or request for continued examination (RCE), reissue, reexamination or the like, will be included, as applicable.

Licensee Patents shall mean (a) Patents with claims or portions thereof, to the extent directed to any Invention that is an Licensee Nucleoside or Collaboration Compound or a method of making or using an Licensee Nucleoside or Collaboration Compound, where such Patents are Controlled by Licensee as of the Effective Date, (b) Patents with claims or portions thereof, to the extent directed to any Invention that is an Licensee Nucleoside or a method of making or using an Licensee Nucleoside, where such Invention first becomes Controlled by Licensee during the Research Term (provided that any such Patent with the same disclosure as a Patent described in subsection (a), such as a renewal, division, continuation (in whole), or request for continued examination (RCE), reissue, reexamination or the like, will be included in subsection (a) rather than subsection (b)) and (c) Patents with claims or portions thereof, to the extent directed to any Invention that is a Collaboration Compound or a method of making or using a Collaboration Compound, where such Invention first becomes Controlled by Licensee after the Research Term but prior to the First Commercial Sale of any Product that contains such Collaboration Compound.  Notwithstanding the foregoing, subsection (b), does not include any claims of such Patents or portions thereof to the extent directed to any such Invention that is a Collaboration Compound or a method of making or using a Collaboration Compound.  For purposes of clarity, Licensee Patents do not include Licensor Patents.  The Licensee Patents existing on the Effective Date are listed.
6,395,716 – .beta.-L-2-deoxy-nucleosides for the treatment of hepatitis B
6,569,837 – .beta.-L-2-deoxy pyrimidine nucleosides for the treatment of hepatitis B
6,914,054 – Methods and compositions for treating hepatitis C virus

Collaboration Compound shall mean a chemical entity that is synthesized solely by a Party or jointly by the Parties (or on behalf of a Party or the Parties) in the course of the Research Program during the Research Term that covalently incorporates HepDirect Technology and is converted into an Licensee Nucleoside (including any monophosphate, diphosphate or triphosphate thereof) in the body.

Combination Therapy shall mean a fixed dose product containing more than one (1) active pharmaceutical ingredient.  Separate products that are sold or promoted for sale together for co-administration shall not be considered a Combination Therapy.

Licensor Technology shall mean the Licesor Know-How and Licensor Patents.
Licensor Patents shall mean (a) Patents with claims or portions thereof, to the extent directed to any Invention that is HepDirect Technology or Collaboration Compound or a method of making or using HepDirect Technology or a Collaboration Compound, where such Patents are Controlled by Licensor as of the Effective Date, and (b) Patents with claims or portions thereof, to the extent directed to any Invention that is HepDirect Technology or a method of making or using HepDirect Technology, where such Invention first becomes Controlled by Licensor during the Research Term (provided that any such Patent with the same disclosure as a Patent described in subsection (a), such as a renewal, division, continuation (in whole), or request for continued examination (RCE), reissue, reexamination or the like, will be included in subsection (a) rather than subsection (b)).  Notwithstanding the foregoing, subsection (b) does not include any claims of such Patents or portions thereof to the extent directed to any such Invention that is a Collaboration Compound or a method of making or using a Collaboration Compound.  For purposes of clarity, Licensor Patents do not include Licensee Patents.  

Development Candidates for purposes of this Agreement means a designate one (1) or more Collaboration Compounds that possess the properties specified to the Research Plan.

HepDirect Technology shall mean (a) (i) any and all cyclic 1,3-propanyl esters or amides of phosphates, phosphoramidates and/or phosphonates that re activated by any P450 enzyme and/or (ii) any method of making or using any of the foregoing (this clause (a), “HepDirect Base Technology”); which (b) are the subject matter as originally claimed in the Licensor Core Patents as of the Effective Date or as claimed in any amendment filed in the Licensor Core Patents.

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

IPSCIO Record ID: 230755

License Grant
The parties entered into a research collaboration to allow Licensee and Licensor to identify Prototype Compounds active against selected targets that may be developed and commercialized by Licensee.
License Property
Target means a protein against which Hits are identified and Prototype Compounds are to be optimized in the Research Program. Targets, as defined herein, shall also include Replacement Targets once such targets become Targets.

Prototype Compound means a compound discovered using information obtained from a Hit in the course of Prototype Compound Generation having a dissociation constant less than or equal to 0.5 µM as determined in a dose response experiment and which demonstrates a desired activity against a Target in a molecular or cellular functional assay. Prototype Compounds will have pharmaceutically acceptable properties as determined by the Licensee prior to initiation of Prototype Compound Generation and confirmed in a series of in vitro assays, including p450 metabolism, p450 inhibition, logP, logD, pKa, Caco-2 permeability and solubility. Prototype Compounds will be identified as Prototype Compounds by the Licensee within thirty (30) days of delivery of data from such in vitro assays. For purposes of clarity, the Licensee may, at its discretion, select a compound as a Prototype Compound even if such compound does not meet the criteria set forth above.

Prototype Compound Generation means a program for discovering Prototype Compounds using information obtained from Hits, and iterative rounds of chemistry and the Licensor Synthetically Accessible Library to make Focused Libraries for rescreening using ThermoFluor(R) Technology against such Target.

Licensor Synthetically Accessible Library means Licensors virtual compound library as it exists from time to time from which Licensor Probe Libraries have been selected, and from which Focused Libraries will be selected.

Licensor Probe Library means the sample compound library or any subset thereof, comprised of proprietary and non-proprietary compounds which are owned or Controlled by Licensor or to the extent not encumbered by a bona fide third party interest, that have been synthesized for the purposes of fulfilling Licensors obligations under this Agreement, which is used for the screening of Targets using ThermoFluor(R) Technology for the purpose of identification of Hits, Prototype Compounds, or Active Compounds. While the individual non-proprietary compounds in the Licensor Probe Library are not proprietary, the collection itself, and the list, as a whole, of non-proprietary compounds included in the collection, are the 'Confidential Information' of Licensor.

Active Compound means a compound(s) claimed by a Valid Claim of a Licensor Patent, Joint Patent or Research Program Patent Right.

ThermoFluor(R) Technology means the technology described in:
(a)   the Licensor Patents identified below, and (b) associated proprietary Licensor Know-how used to evaluate ligand binding parameters of Hits, Prototype Compounds, and Active Compounds.

6,020,141 – Microplate Thermal Shift Assay for Ligand Development and Multi-variable Protein Chemistry Optimization
6,036,920 – Microplate Thermal Shift Assay for Ligand Development and Multi-variable Protein Chemistry Optimization
6,291,191 – Microplate Thermal Shift Assay for Ligand Development and Multi-variable Protein Chemistry Optimization

DirectedDiversity(R)Technology means the technology described in:
(a) the Licensor Patents identified below, and (b) associated proprietary Licensor know-how used to identify Hits, Prototype Compounds, and Active Compounds.

5,463,564 – System and Method of Automatically Generating Chemical Compounds with Desired Properties
5,574,656 – System and Method of Automatically Generating Chemical Compounds with Desired Properties
5,684,711 – System and Method of Automatically Generating Chemical Compounds with Desired Properties

Field of Use
Field means the research, development and commercialization of compounds for use in therapeutic, prophylactic and diagnostic products in humans or animals. The Field shall specifically exclude the field of treatment with, research on, and/or development of drugs whose principal aim is to treat or cure of infectious disease in humans; provided however, after March 7, 2003, the Field shall not have any such exclusion.
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