Royalty Report: Drugs, Cancer, Diagnostic – Collection: 286034

License Grant

This agreement is to develop and commercialize research and clinical diagnostic products for cancer on an exclusive, worldwide basis.

Licensor grants to the German Licensee an exclusive, royalty-bearing license under Licensor Technology to develop, make, have made, use, sell, and have sold Products throughout the Territory with the right to grant sublicenses, provided, however, that Licensor expressly retains the right to use such Licensor Technology outside the Field.

License Property

Licensor is in research and development efforts relating to telomere and telomerase biology and has identified and developed a number of biological reagents and assays that offer significant opportunities for the development and successful marketing of research and in vitro diagnostic products throughout the world.

Bundled Product shall mean a Product that includes one or more other stand-alone Licensee products and is sold for a single price, regardless of whether the Product and other stand-alone products are packaged together or separately.

Cell Enrichment/Identification Product shall mean a Product designed for the enrichment and/or identification of cells from biological specimens, that includes an antibody and/or a probe for telomerase or telomere length within a mixture of two or more antibodies and/or probes, all of which enable the enrichment and/or identification of cells.

Licensor Patent shall mean a Patent, including Licensors undivided interest in any Joint Patent, which covers a method, apparatus, compound, chemical, material, or article of manufacture specific to telomerase and/or telomere length.

Field of Use

Field shall mean the research, development, marketing, and sale of Product for cancer research in the research-use-only market and cancer in vitro diagnostics with Products that detect or measure telomere length or telomerase activity by detecting or measuring human telomerase activity; human telomerase RNA (hTR); human telomerase reverse transcriptase (hTRT) mRNA or protein; and human telomere length; provided, however, that the Field specifically excludes the research, development, marketing, sale, or use of such Products or Technology licensed hereunder for any other purpose, including, without limitation, to identify or develop a telomerase inhibitor or any other product or service designed to treat human or other disease, including, but not limited to, cancer, by modulation of telomerase activity or telomere length.

License Grant

University grants an exclusive license to manufacture, have manufactured, use, have used, and/or sell or have sold Licensed Products and to use and have used the Patent Rights and Technology Rights within Licensed Territory and Licensed Field.

License Property

The University owns or has rights to the Patent titled Telomerase Activity Modulation and Telomere Diagnosis.

Telomeres are structures at the ends of chromosomes that the Company has shown act as a molecular clock of cellular aging, and telomerase, an enzyme which appears to stop the clock and lead to cellular immortality.

Field of Use

The Licensed Field shall mean product applications relating to cell senescence, cell immortalization, cellular or molecular bases of aging or age related degenerative diseases, and shall include, without limitation, telomeres and telomerase. The Licensed Field also includes any process, machine, manufacture, composition of matter or other invention or know-how related to any of the foregoing or to the diagnosis, prevention, treatment or manipulation of any of the foregoing.

Licensee is a biopharmaceutical company exclusively focused on discovering and developing therapeutic and diagnostic products based upon common biological mechanisms underlying cancer and other age-related diseases.   Licensees scientific approach focuses on telomere shortening and telomerase regulation as common biological mechanisms underlying cancer and other age-related disorders.

Telomerase Inhibition and Detection Licensee's goal is to develop both small molecule telomerase inhibitors as potentially universal and highly specific cancer therapies and telomerase assays for the detection of cancer.

License Grant

University grants to Licensee an exclusive worldwide license under Patent Rights to make, have made, use lease, offer to sell, sell and import the Licensed Products within the Licensed Field for the term of this Agreement.

License Property

The Telomerase Assay is a patent-pending blood test for lung cancer.

Valuable inventions, comprised of the Patent Rights identified in Exhibit A-1, and generally known as 'Telomerase Assay of Body Fluids for Cancer Screening and Assessment of Disease Stage and Prognosis''('Inventions') have been made by UM Personnel

Field of Use

'Licensed Field' The use of Patent Rights for cancer diagnostics in all fields.

License Grant

For the Commercial License to Clinical Candidates and Corresponding Products, Licensor grant an exclusive license, with the right to grant and authorize sublicenses through multiple tiers, under the Licensor Technology and Licensors interest in the applicable Collaboration Technology, to make, have made, use, offer for sale, sell, import, export and otherwise exploit Active Compounds, Clinical Candidates, Lead Compounds and Products for use in the Field and in the Territory.

License Property

The Parties have each identified multiple oncology kinase targets that have the potential to be used as the basis for drug discovery programs.

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

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

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

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

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

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

Field of Use

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

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

License Grant

Licensor hereby grants to Licensee and its Affiliates an exclusive, royalty-bearing sub-license under the Licensed Patents, including the right to grant further sublicenses solely to make, have made, use, import, sell, or have sold Licensed Products in the Territory under the Field of Use.

License Property

GRNVAC means the technology acquired by the Licensee under the Asset Contribution Agreement pertaining to the presentation of one or more antigens to the immune system using patient monocyte-derived (VAC-1) or dendritic cells or human embryonic stem cell-derived or induced pluripotent stem cell-derived antigen presenting cells (VAC-2).

018/062C
Genes for Human Telomerase Reverse Transcriptase and Telomerase Variants
US
09/438,486
12-Nov-99
6,927,285
018/181C
Telomerase
US
09/843,676
26-Apr-01
7,056,513
018/210C
Nucleic Acids Encoding Human Telomerase Reverse Transcriptase and Related Homologs
US
09/721,506
22-Nov-00
7,262,288
018/213C
Nucleic Acid Compositions for Eliciting an Immune Response Against Telomerase Reverse Transcriptase
US
10/044,692
11-Jan-02
7,560,437
018/221P
Human Telomerase Reverse Transcriptase Polypeptides
US
10/877,124
24-Nov-09
7,622,549
018/224C
Immunogenic Composition
US
11/894,643
20-Aug-07

Field of Use

Licensee has acquired Licensor’s technology directly related to the research, development and commercialization of products based on primate pluripotent embryonic stem cells.

Field of Use means use of telomerase as an antigen in an immunotherapeutic product  for use in humans wherein the telomerase antigen is delivered using (i) patient monocyte-derived dendritic cells, or other patient blood or bone marrow-derived antigen presenting cells, (ii) human embryonic stem cell derived dendritic cells or other antigen presenting cells, or (iii) induced pluripotent stem cell derived dendritic cells or other antigen presenting cells.