Royalty Report: Drugs, Disease, cardiac – Collection: 280977

$150.00

Curated Royalty Rate Report
Category: Technology Licenses, Created On: 2022-04-28, Record Count: 13

Description

This collection of transactions and supporting information was developed using our AI algorithm to curate similar royalty reports into a cohesive collection to support your licensing, transfer pricing or other transaction scenarios where documented royalty rates and/or deal terms are important.
Category: Technology Licenses
Created On: 2022-04-28
Record Count: 13

Primary Industries

  • Drugs
  • Disease
  • cardiac
  • Molecular
  • Therapeutic
  • Drug Discovery
  • Cancer
  • Biotechnology
  • HIV / AIDs
  • Enzymes
  • Diagnostic

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: 280977

License Grant
Licensor grants a worldwide, nonexclusive, license to use and practice Licensor Background Technology solely to the extent necessary to for Licensee to perform its obligations under the Research Program.

For abandoned compounds, Licensor grants a license, for use solely within the field , under any patent rights owned or controlled by Licensor relating to the composition or use or manufacture of any such abandoned Collaboration Compound or Product owned or controlled by Licensor or that was licensed by Licensee to Licensor, and to any regulatory filings, Pre-Clinical Data, and Clinical Data owned or controlled by Licensor relating to any such Collaboration Compound or Product for development or use within the Field.   Such license shall be exclusive as to the commercialization of any Collaboration Compound or Product for use within the field and shall be non-exclusive for any other use or purpose within the field, such as use of collaboration compounds for research and development purposes.

License Property
Licensor has certain expertise in the discovery, development, marketing and sales of pharmaceutical products.

The license is for Formulae for Licensees Mineralocorticoid Antagonist Leads.

The collaboration tagreement focuses on the discovery, design, and development of orally active compounds that selectively modulate the mineralocorticoid receptor.

Field of Use
Field shall mean the discovery, characterization, design, development and commercialization of small molecule compounds for the treatment or prevention of diseases whose therapeutic, prophylactic or other beneficial effects are mediated, in whole or in material part, through direct modulation of the Designated Target.

This receptor plays a critical role in many illnesses, particularly cardiovascular diseases such as congestive heart failure and hypertension.

IPSCIO Record ID: 281107

License Grant
Licensor grants a worldwide right and license, without the right to grant sub licenses except to Licensee Affiliates, to use and practice Licensor Know-How and Licensor Background Technology, other than Licensor Background Assay Technology, solely to the extent necessary for Licensee to perform its obligations under the Research Program and, during and following the Research Term, to develop and commercialize Collaboration Compounds and Products in the Field.

Licensor grants a worldwide right and license, without the right to grant sub licenses except to Licensee Affiliates, to use and practice Licensor Background Assay Technology solely to the extent necessary for Licensee to perform its obligations under the Research Program and, during and following the Research Term, to discover and develop Collaboration Compounds and Products in the Field.

Licensor grants a worldwide right and license, without the right to grant sub licenses except to Licensee Affiliates, to use and practice Licensor Collaboration Technology, including Licensors interest in any jointly-owned Collaboration Technology but excluding its interests in Collaboration Compounds, solely to the extent necessary for Licensee to perform its obligations tinder the Research Program and, during and following the Research Term, to develop Products in the Field.

Licensor grants a worldwide right and license, with the right to sublicense, under Licensors Patent Rights, Background Technology, and Collaboration Technology owned or Controlled by Licensor, including Licensors rights in any jointly owned Patent Rights and jointly-owned Collaboration Technology, to the extent necessary, to research, develop, make, have made, use, manufacture, have manufactured, import, promote, offer for sale, sell, distribute, market and commercialize any Collaboration Compounds and Products in the Field.

This agreement exclusivity phase is for two years beyond the research phase, which may be extended, and includes non-exclusive grants back to Licensor.

License Property
Licensor has developed certain expertise and acquired certain proprietary rights relating to the discovery and development of pharmaceutical products for the treatment and prevention of diseases, which products act through the mineralocorticoid receptor.

The license is for Formulae for Licensors Mineralocorticoid Antagonist Leads.

Field of Use
Field shall mean the discovery, characterization, design, development and commercialization of small molecule compounds for the treatment or prevention of diseases whose therapeutic, prophylactic or other beneficial effects are mediated, in whole or in material part, through direct modulation of the Designated Target.

This receptor plays a critical role in many illnesses, particularly cardiovascular diseases such as congestive heart failure and hypertension.

IPSCIO Record ID: 253901

License Grant
The Parties entered a joint research and development effort to discover and/or design Nonsteroidal Compounds which act through the progesterone receptor and to develop pharmaceutical products from such compounds.  Under the terms of the collaboration, the Licensee of the Netherlands was granted exclusive worldwide rights to manufacture and sell any products resulting from the collaboration.

Licensor grants the Licensee of the Netherlands an exclusive, worldwide license, with the right to sublicense, which license shall be exclusive even as to Licensor, under Licensors Patent Rights and Collaboration Technology owned or Controlled by or licensed to Licensor, including Licensors rights in any jointly owned Patent Rights to the extent necessary, to develop, make, have made, use, manufacture, have manufactured, import, promote, offer for sale, sell, distribute, market and commercialize, with the right to sublicense, any Products in the Field.

License Property
Licensor has developed certain expertise and acquired certain proprietary rights relating to the discovery and development of pharmaceutical products for the treatment and prevention of diseases, which products act through the progesterone receptor.

The Collaboration Compound shall mean a Nonsteroidal Compound which is first identified, first confirmed, first discovered, or first synthesized and identified by either Party as mediating the activity of the Designated Target during the Research Term and those Nonsteroidal Compounds under development by Licensee as of the Commencement Date that mediate the activity of the Designated Target.

The Designated Target  shall mean the progesterone receptor, including all isoforms and variants thereof.

Product shall mean a pharmaceutical product which has as one of its active ingredients a Collaboration Lead Compound that has been approved by the applicable Regulatory Agency for marketing in a country for treatment, palliation or prevention of disease in the Field.

Field of Use
The collaboration is to focus on small molecule compounds with potential effects for the treatment and prevention of gynecological diseases mediated through the progesterone receptor.

The field shall mean the discovery, characterization, design and development of Nonsteroidal Compounds for the treatment or prevention of diseases whose beneficial effects are mediated through the Designated Target.

The research and development collaboration focus on small molecule compounds with potential effects for the treatment and prevention of gynecological diseases mediated through the progesterone receptor.

IPSCIO Record ID: 215176

License Grant
The Japanese Licensor grants the Licensee a non-exclusive license to practice inventions claimed in or covered by patents and patent applications owned or controlled by such Party relating to the discovery and commercialization of Independent Lead Compounds, Independent Products, Lead Compounds, Collaboration Lead Compounds or Products made or discovered during the Research Program Term, other know-how, information and technology owned or controlled by the other Party and developed during Research Program Term, patents and patent applications owned or controlled by such Party to the extent applicable to the Field existing as of the Agreement Date and know-how, information and technology existing as of the Agreement Date owned or controlled by such Party to the extent applicable to the Field solely for the purpose of conducting the Research Program.

In addition to the cross license, the Japanese Licensor will grant an exclusive, sub-licensable, worldwide license, to make, use and sell compounds, Collaboration Lead Compounds or Products under Licensors interest in Program Patents and Program Know-How and under terms and conditions to be separately agreed, Licensor will also grant a nonexclusive, sub-licensable, worldwide license under any Licensor Patent Rights and Know-How to the extent necessary to practice the license granted under the Program Patents and Program Know-How, including, with respect to compounds, a limited number of Licensors library compounds approved by Licensor.

And Licensor grants an exclusive, except as to Licensor, license, with the right to sublicense under the Program Patents, Program Know-How, Patent Rights and Know-How owned or controlled by Licensor during the Term to the extent necessary to develop, make, have made, use, import, offer for sale and sell any Product in the Co-Promotion Territory; and an exclusive, even as to Licensor, license, with the right to sublicense, under the Program Patents, Program Know-How, Patent Rights and Know-How owned or controlled by Licensor during the Term to the extent necessary to develop, make, have made, use, import, offer for sale and sell, with the right to sublicense, any Product in the Licensees Territory.

License Property
The parties are participating in a collaborative program to research, discover, develop, manufacture and market products that agonize or antagonize Orphan Nuclear Receptors.

An orphan receptor is an apparent receptor that has a similar structure to other identified receptors but whose endogenous ligand has not yet been identified. If a ligand for an orphan receptor is later discovered, the receptor is referred to as an 'adopted orphan'.

Orphan nuclear receptors act as regulatory proteins in a wide variety of biological processes. This, in combination with the fact that nuclear receptors are known to be activated by naturally occurring small molecules, makes orphan nuclear receptors excellent targets for orally active drugs. The goal of the collaboration is to clarify the biology of individual orphan nuclear receptors and to discover small molecules that are capable of regulating the activity of these receptors to cure or control disease.

Independent Products incorporate or are based on such Collaboration Lead Compound.

Field of Use
The field of use is the treatment of disease in humans.

IPSCIO Record ID: 211855

License Grant
Licensor grants the Japanese Licensee a non-exclusive license to practice inventions claimed in or covered by patents and patent applications owned or controlled by such Party relating to the discovery and commercialization of Independent Lead Compounds, Independent Products, Lead Compounds, Collaboration Lead Compounds or Products made or discovered during the Research Program Term, other know-how, information and technology owned or controlled by the other Party and developed during Research Program Term, patents and patent applications owned or controlled by such Party to the extent applicable to the Field existing as of the Agreement Date and know-how, information and technology existing as of the Agreement Date owned or controlled by such Party to the extent applicable to the Field solely for the purpose of conducting the Research Program.

In addition to the cross license, Licensor grants an exclusive, except as to Licensor, license, with the right to sublicense, under the Program Patents, Program Know-How, Patent Rights and Know-How owned or controlled by Licensor during the Term to the extent necessary or useful to develop, make, have made, use, import, offer for sale and sell any Product in the Co-Promotion Territory; and an exclusive, even as to Licensor, license, with the right to sublicense, under the Program Patents, Program Know-How, Patent Rights and Know-How owned or controlled by Licensor to the extent necessary to develop, make, have made, use, import, offer for sale and sell any Product in the Licensees Territory.

And, Licensor grants an exclusive, except as to Licensor, license, under the Program Patents, Program Know-How, Patent Rights and Know-How owned or controlled by Licensor, during the Term to the extent necessary or useful to develop, make, have made, use, import, offer for sale and sell any Product in the Co-Promotion Territory; and an exclusive, even as to Licensor, license, with the right to sublicense, under the Program Patents, Program Know-How, Patent Rights and Know-How owned or controlled by Licensor to the extent necessary to develop, make, have made, use, import, offer for sale and sell any Product in the Licensees Territory.

License Property
The parties are participating in a collaborative program to research, discover, develop, manufacture and market products that agonize or antagonize Orphan Nuclear Receptors.

An orphan receptor is an apparent receptor that has a similar structure to other identified receptors but whose endogenous ligand has not yet been identified. If a ligand for an orphan receptor is later discovered, the receptor is referred to as an 'adopted orphan'.

Orphan nuclear receptors act as regulatory proteins in a wide variety of biological processes. This, in combination with the fact that nuclear receptors are known to be activated by naturally occurring small molecules, makes orphan nuclear receptors excellent targets for orally active drugs. The goal of the collaboration is to clarify the biology of individual orphan nuclear receptors and to discover small molecules that are capable of regulating the activity of these receptors to cure or control disease.

Independent Products incorporate or are based on such Collaboration Lead Compound.

Field of Use
The field of use is the treatment of disease in humans.

IPSCIO Record ID: 243454

License Grant
Pursuant to this agreement, Licensee shall solely own all marketing rights to Products, including, not limited to, the exclusive, worldwide, transferable rights to market, sell, have sold, import, export and distribute solely Products.

Licensor will provide all Compounds to Licensee on an exclusive basis, and Licensor is expressly prohibited from providing any and all such Compounds to a Third Party as part of the Licensor Library, without the prior written consent of Licensee.

Licensor grants a nonexclusive, worldwide, transferable and sublicensable right and license to Licensor Technology to the extent that it is necessary for Licensee, to develop, make, have made, use, import, export, offer for sale, have sold and sell Development Compound(s) and/or Product(s).

And, for the research, Licensor grants a worldwide, non-exclusive, non-transferable, non-sublicensable, right and license under the Licensor Technology solely to conduct activities assigned to Licensee under the Research Plan during the term of the Research Collaboration.

License Property
Product shall mean any human diagnostic, human therapeutic and/or human prophylactic product for use within the Field and incorporating a Compound.

Compound shall mean any one or more chemical entity(ies) that is specifically designed by Licensee and/or Licensor in the course of performing or in connection with the Research Plan; or designed by Licensee and/or Licensor, and synthesized by Licensor, in the course of performing or in connection with the Research Plan; or synthesized by Licensor in the course of performing or in connection with the Research Plan; or has been designated as a Development Compound.

LC-MS/ELSD shall mean liquid chromatography mass spectrometry with evaporative light scattering detector.

“Target(s)” shall mean any one or more of (a) the HIV gp120 glycoprotein, including all genetic variants of such glycoprotein, or (b) the HIV gp41 glycoprotein, including all genetic variants of such glycoprotein.

Under the terms of the agreement, the Companies will work to identify small molecule inhibitor compounds against two HIV entry targets, gp41 and gp120. The Companies will collaborate to identify orally active lead compounds and then optimize preclinical candidates.

Field of Use
Field shall mean the discovery, development and commercialization of small chemical molecules for the diagnosis of, or the therapeutic and/or prophylactic treatment of all human conditions and/or diseases.

Collaborative agreement relates to discover and develop small molecule entry inhibitors of the human immunodeficiency virus (HIV).

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: 240469

License Grant
This amendments revises the intellectual property, royalties and identifies potential options to be exercised.  This agreement is for enoximone property and processes.
License Property
Enoximone is a small organic molecule that exhibits highly selective inhibition of type-III phosphodiesterase, or PDE-III, an enzyme that is present in the heart and plays an important regulatory role in cardiac function.

The licensed property is Angiotensin-converting enzyme genetic variant screens; Transgenic model and treatment for heart disease; Transgenic Model for Heart Failure; Method for identifying adrenergic receptor antagonists having good tolerability; Diagnosis and treatment of myocardial failure; Method of treating heart failure; Inhibition of HDAC as a treatment for cardiac hypertrophy; and, Quantitative analysis of closely related protein isoforms using matrix-assisted laser desorption/ionization time of flight mass spectrometry.

Field of Use
Licensee is a biopharmaceutical company focused on the discovery, development and commercialization of small molecule therapeutics for the treatment of cardiovascular disorders.

IPSCIO Record ID: 372567

License Grant
The Parties agree on the following license rights to Licensee to use the Licensor Development Technology, including, without limitation, the Collaborative Clinical Data in the Licensor Field, the Licensor Clinical Data in the Development Field and the Licensor Manufacturing Technology
—  Licensor grants an exclusive, except as to Licensor and Licensor Affiliates, license, with the right to sublicense, to use the Collaborative Clinical Data in the Licensor Field and the Licensor Clinical Data in the Development Field outside of the Territory to develop, make, have made, use, market, export and import any pharmaceutical products.

Licensor grants an exclusive, except as to Licensor and Licensor Affiliates, license, with the right to sublicense, to use Licensor Manufacturing Technology and Improvements thereto that are Controlled by Licensor in the Development Field to develop, make, have made, use, market, export and import any pharmaceutical products, including any Licensed Products, outside of the Territory.

In addition, Licensor grants a non-exclusive license to use Licensor Manufacturing Technology and Improvements thereto that are Controlled by Licensor in the Development Field to develop, make, have made, use, other than for marketing or sale, and export any pharmaceutical products, including any Licensed Products, inside the Territory, but only to in connection with and in support of Licensors exclusive license.

Licensor grants to an exclusive, except as to Licensor and Licensor Affiliates, license, with the right to sublicense, to use and practice all other Licensor Development Technology Controlled by Licensor, other than the Collaborative Clinical Data, the Licensor Clinical Data, the Licensor Manufacturing Technology, and Improvements to any of the foregoing, outside of the Territory to develop, make, have made, use, market, sell, export and import any pharmaceutical products, including any Licensed Products.

License Property
Licensed Compounds means the compounds known as x-3146, or regadenoson, and x–3033.

The patents include
N-Pyrazole A2A Receptor Agonists;
C-Pyrazole A2A Receptor Agonists;
Partial A2A Adenosine Receptor Agonists;
Myocardial Perfusion Imaging Method;
Use of A2A Adenosine Receptor Agonists;
Selective A2A Agonist attenuates coronary vasoconstriction induced by lowering perfusion pressure in mouse isolated hearts; and,
Method of Preventing Reperfusion Injury.

Field of Use
Regadenoson injection is used as a pharmacologic stress agent for radionuclide myocardial perfusion imaging (MPI) in patients unable to undergo adequate exercise stress.

IPSCIO Record ID: 319203

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

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

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

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

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

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

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

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

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

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

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

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

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

DPI Orthologue means a human orthologue.

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

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

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

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

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

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

IPSCIO Record ID: 368504

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

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

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

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

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

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

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

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

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

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: 230770

License Grant
For the exclusive licenses, Licensor grants
– during the Research Term, the exclusive worldwide right and license to use the Licensor Technology to the extent necessary to conduct the Research Program;
– during the Evaluation Tail, the exclusive worldwide right and license to use the Licensor Technology to the extent necessary to determine whether any of the then identified Hit Compounds or Activator Compounds can become Lead Compounds and to further screen and conduct selectivity testing of any Lead Compounds identified in the Research Term for the purpose of determining whether Licensee will select any such Lead Compounds as Development Candidates;
– the exclusive right and license to use the Licensor Technology to develop and have developed Agreement Compounds and Products and to make, have made, use, import, export, market, offer for sale, sell and have sold Products in the Territory for use in the Licensee Field; and
– if Licensee exercises the Licensee Option with respect to any Option Compound, the exclusive right and license to use the Licensor Technology to develop and have developed such Option Compound and any Option Product containing such Option Compound and to make, have made, use, import, export, market, offer for sale, sell and have sold such Option Products in the Territory for use in the Licensee Field.
License Property
Licensor possesses scientific and proprietary technology and data and resources relating to the Hedgehog Pathway.

The Product shall mean any final dosage form of a pharmaceutical product containing a Development Compound, independent of indication, route of administration, or dosage strength or form.

Agreement Protein shall mean the Hedgehog protein,as described in U.S. Patent #6,384,192, and any proteins and polypeptides, included in the Licensor Technology, which have preferential binding affinity foe the Hedgehog proteins natural receptor.

Compound shall mean a small molecule or macromolecule compound (including. without limitation, the Agreement Protein), together with all complexes, mixtures and other combinations, pro~drugs, metabolites, enantiomers, salt forms, racemates and isomers thereof.

Field of Use
Licensee desires to obtain a license to this proprietary technology to further develop and commercialize pharmaceutical products for the treatment of, among other diseases, neurodegenerative diseases and neuropathies.

Licensors Field shall mean the topical administration of Activator Compounds or Agreement Protein for the promotion of  hair growth and the Local Administration of Activator Compounds for the treatment of cardiovascular diseases, including but not limited to the use of an Activator Compound coated on a cardiovascular stent.

Licensees Field shall mean the treatment or prevention of diseases and/or disorders in humans.

The Research Field means the discovery, characterization, design, development and commercialization of Compounds for the treatment or prevention of neurodegenerative diseases or conditions and/or neuropathies wherein such Compounds exert such therapeutic, prophylactic or other beneficial effects are achieved, in whole or in material part, through Pathway Activator Activity.

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