Royalty Report: Drugs, Drug Discovery, Assay – Collection: 289175

$150.00

Curated Royalty Rate Report
Category: Technology Licenses, Created On: 2022-04-28, 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.
Category: Technology Licenses
Created On: 2022-04-28
Record Count: 20

Primary Industries

  • Drugs
  • Drug Discovery
  • Assay
  • Cancer
  • Diagnostic
  • Therapeutic
  • Disease
  • Molecular
  • Proteins
  • Antibiotic

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: 289175

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 203376

License Grant
For the Research License,  Licensor grants, during the Research Term, a non-exclusive, non-sublicensable license under the Licensor IP Rights solely for the purpose of performing Licensees responsibilities under the Research Program.

For the Commercial License,  Licensor grants an exclusive, sublicensable license under the Licensors Existing Technology, Licensors Collaboration Technology and Licensors interest in Joint Collaboration Technology, to make, use, offer for sale, sell and import Compounds and Licensed Products in the Field in the Territory;  and,  the Licensor Future Technology to make, use, offer for sale, sell and import Compounds in the Field in the Territory.

License Property
Licensor has skills, expertise and proprietary technology for the discovery, generation, optimization and preclinical testing of small molecule clinical candidates from drug discovery programs.

The Licensed Product means any product incorporating a Compound as an active ingredient.

The Compound means a small molecule (modulator) of a Collaboration Target, the mechanism of which is a binding interaction with a Collaboration Target, having a level of activity against such Collaboration Target, expressed as an inhibition constant (K1), that is less than ten (10) micromolar as measured in the applicable in vitro biochemical assay set forth in the Research Plan, or as otherwise agreed with the consent of both Parties, which consent shall not be unreasonably withheld.

The existing compounds ar AKT and RAF.

AKT means the protein known as Akt or any of its isoforms including, without limitation, Akt-1 (Swiss-Prot # P31749), Akt-2 (Swiss-Prot # P31751) and Akt-3 (Swiss-Prot # Q9Y243), aod any ortbologues, or deletional, substitutional and/or insertional variants, or fragments of any of the foregoing that may be used as a surrogate for Akt or any of its isoforms in the Research Program; provided, however, inclusion of such surrogates shall be subject to the consent of both Parties, which consent shall not be unreasonably withheld.

RAF means the protein known as Raf or any of its isoforms including, without limitation, a-Raf (Swiss-Prot   # P10398), b-Raf (Swiss-Prot # P1 50S6) and c-Raf (Swiss-Prot # P04049), and any orthologues, or deletional, substitutional and/or insertional variants, or fragments of any of the foregoing that may be used as a surrogate for Raf or any of its isoforms in the Research Program; provided, however, inclusion of such surrogates shall be subject to the consent of both Parties, which consent shall not be unreasonably withheld.

Field of Use
Licensing and collaboration agreement is for the development of small molecule drugs invented by Licensor directed at multiple therapeutic targets in the field of oncology.

IPSCIO Record ID: 7426

License Grant
This in-License of RXDX-101 and RXDX-102 from the Licensor, an Italian state-owned biopharmaceutical company, grants the Licensee exclusive global rights to develop and commercialize RXDX-101 and RXDX-102.

The development rights under the License Agreement are exclusive for the term of the Agreement with respect to RXDX-101 and RXDX-102 and also, as to the Licensor, are exclusive for a five-year period with respect to any product candidate with activity against the target proteins of RXDX-101 and RXDX-102, and include the right to grant subLicenses.

License Property
RXDX-101 is a tyrosine kinase inhibitor directed to the TrkA, ROS1 and ALK proteins, which is in a Phase I/II clinical study in molecularly defined patient populations for the treatment of solid tumors.

RXDX-102 is a tyrosine kinase inhibitor directed to the Trk family tyrosine kinase receptors, TrkA, TrkB and TrkC, which is currently in preclinical development for the treatment of multiple cancers. Tyrosine kinases are enzymes that transfer phosphate groups from adenosine triphosphate (ATP) to cellular proteins and can function as an on/off switch for cellular functions, including cancer signaling.

IPSCIO Record ID: 203296

License Grant
For the Non-Exclusive Research License to Licensors Base Technology,  Licensor grants a non-exclusive, world-wide license under the Base Technology and Collaboration Technology to conduct research and Development activities with respect to Targets, Hits, Research Compounds, Lead Compounds and IND Candidates pursuant to the Research Plan.   Licensor also grants the right to sublicense or transfer the rights granted to Licensee under the Collaboration Technology to  Affiliates; and to Third Parties.
License Property
The Licensed Product shall mean any Product which incorporates a Collaboration Compound as an active ingredient.  The Collaboration Compound shall mean, on a Target-specific basis, a chemical compound that is synthesized or identified by the Parties, and any metabolites, prodrugs, solvates, including without limitation hydrates, analogs, esters, salts, derivatives, stereoisomers, racemates, tautomers and polymorphs of such chemical compound which are determined to be Active. Collaboration Compound shall include any of a Hit, a Research Compound, a Lead Compound or an IND Candidate.

Licensor is a biopharmaceutical company which is focused on the discovery, development and commercialization of small molecules which target post-transcriptional control of protein expression, and which owns certain proprietary technologies for developing small molecule drugs by targeting such post transcriptional control mechanisms, including GEMS.

GEMS (Gene Expression Modulation by Small-Molecules) is a novel drug discovery platform technology which enables identification of compounds that target the post-transcriptional regulation of gene expression.

Gene Expression Modulation by Small-molecules (GEMS) is PTC’s novel and proprietary screening technology for the identification of small-molecules that modulate post-transcriptional control mechanisms. Compounds identified through the GEMS technology modulate gene expression by targeting the post-transcriptional control processes that act through the untranslated regions (UTRs) of messenger RNA (mRNA) molecules.

Field of Use
The Field shall mean the prevention, treatment or diagnosis of all diseases or conditions in humans or animals.

Parties wish to collaborate on specific therapeutic targets with a focus on cardiovascular, metabolic and addictive diseases, and the discovery of clinical candidate small molecules which act upon such targets.
This agreement pertains to drug discovery.

IPSCIO Record ID: 336363

License Grant
For the License Grants for Collaborative Research, Licensor grants an exclusive, worldwide, non-transferable, except as to Japan, license, with the right to sublicense only as it relates to Japan, under the Licensor Technology and Licensors interest in the Collaboration Technology to use such technology solely to the extent necessary or appropriate to carry out Allergans research responsibilities under the Collaboration in the Field.

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

License Property
Licensor has discovered compounds that are potent agonists selective for the m1 muscarinic receptor which agonists may be useful in the treatment of ocular disease such as glaucoma.

The patent is titled Compounds with Activity on Muscarinic Receptors.

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

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

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

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

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

Field of Use
The Field shall mean the prevention or treatment of ocular disease.

IPSCIO Record ID: 324663

License Grant
By this amendment the Parties extend their oncology research collaboration designed to identify and validate molecular targets implicated in cancer, with the goal of increasing the total number and degree of validation of cancer targets Licensor will deliver to Licensee. The Parties will each maintain the option to obtain exclusive worldwide rights to equal numbers of validated targets arising from the collaboration.

For Research, Licensor grants a non-exclusive, worldwide license, with the right to sublicense to its Affiliates, but without the right to sublicense to Third Parties except with prior written consent of Licensor, under any Licensor Know-How and Patents solely (A) to perform the research tasks assigned, and (B) to perform research, during the first six months after the end of the Initial Research Term, upon mammalian orthologues of certain Model System Targets.

For Licensee Selected Targets, Licensor grants an exclusive, worldwide, royalty-bearing license, with the right to sublicense, 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 Licensee 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, with the right to sublicense, 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.

For Lead Compounds/Back-Up Compounds, Licensor grants a worldwide license, with the right to sublicense, under any Licensor Know-How and Patents during the term of this Amended and Restated 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, Licensee 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 Licensee 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, royalty-bearing license, with the right to sublicense, 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 (i) Licensee Product or (ii) 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. Such license for a particular Pharmacogenomic Product shall be sublicensable solely (x) together with a sublicense under with respect to a related Licensee Product or (y) by Licensee or its sublicensee, for the purpose of developing or commercializing a Pharmacogenomic Product for use in conjunction with a related Licensee Product that Licensee or its sublicensee is developing or commercializing.

For Negative Screening Using Licensor Targets, Licensor grants to a non-exclusive, worldwide, license under any Licensor 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 Licensor Selected Target.

For 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, with the right to sublicense, under the Licensor Know-How and Patents to use for all purposes, all improvements to the validation protocols and reagents licensed by Licensor that incorporate or contain any of such validation protocols and reagents licensed by Licensee.

For Target Inventions
–  Subject to the terms of this Amended and Restated Agreement, 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, and,
–  Subject to the terms of this Amended and Restated Agreement, Licensor grants a worldwide license, under the Target Inventions invented jointly by Licensee and Licensor 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.

For the Option for Non-exclusive License, Subject to the terms of this Amended and Restated Agreement, Licensor grants an option to receive a non-exclusive, worldwide license, with the right to sublicense, under the Licensor Know-How and Patents covering the composition, manufacture, or use of one or more Licensee Selected Targets
(A) to perform research in a defined field outside the Research Field upon each such Licensee Selected Target, including using such Licensee Selected Target to search for Collaboration Compounds with activity outside the Development Field,
(B) to develop, and make or have made, for use in a defined .field outside the Development Field, Licensee Products comprising or incorporating Collaboration Compounds, and
(C) to make, have made, use, import, sell, offer to sell and have sold such Licensee Products.

License Property
The technology is for Entry points for Oncology Genetic Screens including Apoptosis, DNA Repair, Cell Adhesion, and Larval tumor suppressors. C. elegans or S2 cell culture screens, and, Mammalian cell culture screens.

Genetic Screen means a systematic analysis, for the purpose of Model System Target identification, of the functions of a Genetic Entry Point and of other genes or gene products in the same or related pathway, such analysis involving
(a) in vivo or in vitro alteration (via mutation or introduction of inhibitory molecules such as small molecules, antibodies, antisense molecules, or peptides) of such Genetic Entry Point or its encoded product, such alteration having an assayable phenotype or activity,
(b) isolation of mutations, genes or gene products that modify the phenotype or activity of the altered Genetic Entry Point,
(c) characterization of the modifying mutations, genes or gene products, and
(d) cell based assays or phenotypic assays that look directly at biological processes in oncology.

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
The 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 (ape).

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

The Parties desire to establish 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.

IPSCIO Record ID: 282831

License Grant
For VITAâ„¢, Licensor grants the Swiss Licensee a worldwide, non-exclusive right and license during the term of the Research Program, without the right to sublicense, under the Licensor Patent Rights and Licensor Technology covering VITA TM for research use solely as necessary for Licensee to participate in the Research Program with respect to the Collaboration Target List and Candidate Targets.

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

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

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

License Property
Licensor possesses know-how, expertise and intellectual property rights pertaining to anti-infective drug discovery and to a proprietary drug discovery technology known as VITA TM which couples the validation of the inhibition of a target in an animal model during an established infection with assay development and screening for the discovery of novel drug leads.

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

Field of Use
Licensee will use VITA (Validation In vivo of Targets and Assays for Antiinfectives) to validate and develop assays for antiinfective targets and to identify new compounds for development as antiinfective agents.

IPSCIO Record ID: 328341

License Grant
Licensor grants
a. an exclusive, worldwide license in the Fields of Use to practice Licensor Technical Information to develop, identify, make, use and sell Product(s); and
b. an exclusive, worldwide license to practice Licensor Technical Information to develop, make, use, license and sell Assays that utilize or incorporate Licensor Technical Information.
License Property
Licensor developed various technologies relating to signal transduction within cells, and Licensor owns all rights, title and interest in and to such technologies, including related patents, patent applications and unpatented technology relating to mammalian cell and/or enzyme- based assays useful in identifying compounds that regulate cellular transduction pathways.

Products shall mean any compound, formulation or composition whose utility is identified using an Assay.

Assay shall mean one or more mammalian cell and/or enzyme-based assays relating to the regulation of cellular transduction pathways, including G protein-coupled and/or tyrosine kinase-coupled receptor signal transduction pathways, which incorporates or utilizes Licensor Technical Information.

The patents include
–  Method and product for regulating cell responsiveness to external signals,
–  Using tyrosine phosphorylation of map kinase and characterization of the components of the map kinase activation pathway as a drug discovery assay system,
–  Product and process for regulating signal transduction pathways, and,
–  Method and product for regulating cell responsiveness to external signals.

Field of Use
The Fields of Use shall mean all agricultural, veterinary and human therapeutic and diagnostic uses for Licensor Technical Information.

Licensee is engaged in the discovery of novel small molecule therapeutics that act on targets in human cell signaling pathways.

IPSCIO Record ID: 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.

IPSCIO Record ID: 211864

License Grant
For the Non-Exclusive Research License to Licensor Base Technology, Licensor grants a non-exclusive, world-wide license under the Base Technology to conduct research and development activities pursuant to the Research Plan, with no right to sublicense.   Licensor also grants the right to sublicense or transfer the rights granted under the Collaboration Technology to Affiliates; and to Third Parties.
License Property
License agreement is for the development of orally bioavailable small-molecule compounds identified through the application of PTC’s proprietary GEMS (Gene Expression Modulation by Small Molecules) technology.

GEMS (Gene Expression Modulation by Small-Molecules) is a novel drug discovery platform technology which enables identification of compounds that target the post-transcriptional regulation of gene expression.

GEMS-UTR (Gene Expression Modulation by Small-Molecules Untranslated Region) is a proprietary screening technology for the identification of small molecules that modulate gene expression by targeting the post-transcriptional control processes that act through the UTRs of mRNA molecules.

The Licensed Product shall mean any Product which incorporates a Collaboration Compound as an active ingredient.  The Collaboration Compound shall mean, on a Target-specific basis, a chemical compound that is synthesized or identified by the Parties, and any metabolites, prodrugs, solvates, including without limitation hydrates, analogs, esters, salts, derivatives, stereoisomers, racemates, tautomers and polymorphs of such chemical compound which are determined to be Active. Collaboration Compound shall include any of a Hit, a Research Compound, a Lead Compound or an IND Candidate.

Field of Use
Field shall mean the prevention, treatment or diagnosis of all diseases or conditions in humans or animals.

This agreement pertains to drug discovery.

IPSCIO Record ID: 289753

License Grant
Licensor hereby grants to Licensee, an exclusive, perpetual, worldwide, sublicenseable, royalty-bearing license, under the Licensed IP to conduct Development and Discovery activities with the Transferred Compounds and Licensor Retinoid KnowHow, to make, have made, use, import and offer for sale, and sell Products in the Licensee Field, and to perform Licensees obligations under this Agreement. By way of clarification and without limitation, notwithstanding any provisions of this Agreement, Licensor retains all right, title and interest in and to the Licensed IP for applications in the Licensor Field.
License Property
Product shall mean any pharmaceutical formulation, preparation or product which is covered by, or is made by a process covered by, any Valid Claim, or which utilizes the Licensor Retinoid KnowHow or incorporates as an active pharmaceutical ingredient a Transferred Compound.

Licensed IP shall mean all Patents (and applications) listed and Licensor Retinoid Know-How and Sublicensed lP.
5,906,920 – Methods for the detection of ligands for retinoid X receptors
5,707,800 – Retinoic acid response elements and assays employing same
5,602,009 – Dominant negative chimeras of the steroid/thyroid superfamily of receptors

Transferred Compound shall mean any chemical entity that is (i) included in the Licesor Retinoid Library, (ii) of the same class as any of the foregoing, which in each case has been discovered, developed, synthesized or subject to Licensed TP patent rights filed as of the Effective Date or is a derivative or improvement thereof (but not including any such derivative or improvement that is separately patentable and is outside the scope of generic claims of Licensed TP patents filed as of the Effective Date) or (iii) covered by a Valid Claim. Notwithstanding the foregoing, Transferred Compound shall exclude Tazarotene, the corresponding acid (Tazarotenic acid), and esters and salts of Tazarotenic acid.

Licensor Retinoid Know-How shall mean all technical knowledge, engineering knowledge, unpatentable inventions, trade secrets, manufacturing secrets, secret processes, formulae, manufacturing procedures, methods, data and current and accumulated experience of the Work Force as the result of their scientific research, practical experience and otherwise in the development of the Licensor Retinoid Library and Licensor Retinoid Assays within the Licensee Field that are owned or controlled by Licensor as of the Effective Date relating to the Discovery, Development, composition of matter, formulation, use or manufacture of Transferred Compounds for application in the Licensee Field and retained within the minds of the Work Force.

Licensor Retinoid Library shall mean those items specifically listed. Notwithstanding the foregoing, Licensor and Licensee acknowledge that the Licensor Retinoid Library set forth only constitutes a partial list of constituent compounds as of the Effective Date and that a complete list of such compounds shall be reasonably agreed upon by Licensor and Licensee no later than thirty (30) days following the Effective Date. Upon the final determination of such compounds, the list shall be automatically updated to reflect the inclusion of any additional compounds, which will be deemed to have been included as of the Effective Date.

Licensor Retinoid Assays shall mean (i) Nuclear Hormone Receptor/Kinase Interaction Assay (an assay for identifying compounds that modulate the activity of nuclear hormone receptors and their interacting kinases, as generally described in U.S. Patent Application Number 20030077664); (ii) Bcatenin Assay (an assay for identification of anti-cancer retinoid compounds, as generally described in PCT International Patent Application Number WO 2004000231 ); and (iii) Co-transfection Assay (an assay for identifying compounds that activate retinoic acid receptors and retinoid X receptors, as generally described in U.S. Patent Number 5,071,773).
5,071,773 – Hormone receptor-related bioassays

Advanced Compound shall mean any of the compounds referred to by the following designations AGN 200354; AGN 194204; AGN 195203; AGN 201227; and AGN 201797.

Field of Use
The indications for the lead compounds are acute myeloid leukemia, solid cancers (lung and breast) and chemotherapy-induced neutropenia (low white cell count).  Neutropenia is the presence of abnormally few neutrophils in the blood, leading to increased susceptibility to infection. It is an undesirable side effect of some cancer treatments.  It can be caused by diseases that damage the bone marrow, infections, or certain medications.

Licensee Field shall mean any and all applications and uses of Transferred Compounds outside of the Licensor Field, including without limitation all dermatological, neurological and neurodegenerative applications.

Licensor Field shall mean any use of Transferred Compounds for ophthalmological applications. To the extent provided herein, Licensors rights hereunder may add to the Licesor Field under certain circumstances, and specifically may include, subject to Section 3.4(A), the right to use Transferred Compounds for Neurological Applications and may include, subject to Section 3.4(B), the right to use Transferred Compounds for dermatological applications.

IPSCIO Record ID: 289212

License Grant
Licensor grants a perpetual, non-exclusive, worldwide license, with the right to sub- license, under the `277 patent, the `582 patent, and any patents issuing from International Application No. PCT/US96/19698, any and all continuing applications, divisional applications, continuation-in-part applications, reissues, extensions, renewals and reexaminations thereof, and any U.S. and foreign counterparts thereof. In addition, Licensor agrees not to file any future patent infringement actions against Licensee for Licensees use of ThermoFluor Screening Technology that is consistent with the terms of this Agreement.
License Property
Licensor is a biopharmaceutical company dedicated to the development of a novel class of small molecule drugs that regulate gene expression. The Licensors lead therapeutic candidate is a novel anti-HIV compound that acts by inhibiting a viral protein/RNA interaction that is critical for the expression of viral structural proteins and essential for virus production.

Licensor is the owner of U.S. Patent 5,585,277, and U.S. Patent No. 5,679,582.

Atlas Technology shall mean the methods and processes generally disclosed in the specifications and claims of the `277 patent, the `582 patent and/or International Application No. PCT/US96/19698.

ThermoFluor Screening Technology shall mean the methods, processes and apparatus generally disclosed in the specifications and claims of U.S. Patent No. 6,020,141 and/or allowed U.S. Patent Application Serial no. 08/853,459.

Licensor was granted a limited, nonexclusive license to the method claims of ThermoFluor screening technology. As part of this settlement agreement, until March 7, 2003, Licensee is precluded from using ThermoFluor screening technology in the Hepatitis C Virus infection area as part of collaborative agreements or as part of our internal drug programs. In addition, Licensee is precluded from using ThermoFluor screening technology as part of more than one collaboration agreement in the area of infection.

Field of Use
Licensee Internal Program(s) shall mean drug discovery and/or development program(s) in any therapeutic field conducted for and by Licensee on-site at a Licensee facility.

During the Restriction Period, Licensor may refer to Licensee any third parties that have requested that Licensor screen multiple targets to identify leads or drugs that are effective in any field other than Infection.

Licensee shall be free to use ThermoFluor Screening Technology without restriction in any Licensee Internal Program, except in the Hepatitis C Virus Field during the Restriction Period, and to license or transfer, in any manner, any compounds discovered or optimized through such use of ThermoFluor Screening Technology. Licensee shall not use ThermoFluor Screening Technology in the Hepatitis C Virus Field during the Restriction Period.

ThermoFluor screening process and our ability to rapidly select and synthesize compounds from our libraries compress an important segment of the R&D process, from assay set-up to the generation of a series of lead compounds with potential in vivo efficacy, from fourteen to thirty months at many pharmaceutical companies to as little as seven to ten months. This is expected to reduce resources required and development costs per target, allow more targets to be discovered with a given set of resources and accelerate time to market of successful drugs

Licensee is a post-genomics drug discovery company that has developed a unique integration of proprietary technologies to provide an accelerated and improved methodology for gene-to-clinic small molecule drug discovery.

IPSCIO Record ID: 203543

License Grant
Licensor grants to the Licensee of China and its Affiliate, with respect only to the Licensees Activated Receptor that is the subject of the Screening Assay Notice
(a) an exclusive right and license under the Technology, exclusive even as to Licensor,  to use, have used, sell, have sold, import, have imported, further develop, improve and otherwise exploit in any manner the Licensees Activated Receptor, for the purpose of identification of CART Identified Compound(s) in the Territory, and
(b) an exclusive right and license under the Technology, exclusive even as to Licensor, to develop, manufacture, have manufactured, promote, market, sell, distribute and, license CART Identified Compound(s) and/or Drug Product(s) in the Territory.
License Property
CART identified compounds means a compound, and/or a Derivative of a CART Identified Compound, that has been identified as a modulator of a Licensee Activated Receptor by Licensee during the term of this Agreement or by Licensor Screening.

Drug product means a therapeutic product comprising a CART Identified Compound.

Licensees Activated Receptor means a Licensee Selected GPCR to which the Licensor Activation Technology has been applied.

G Protein Coupled Receptor and GPCR means an Endogenous cell-surface receptor defined by having three (3) intracellular loops, three (3) extracellular loops, an amino terminus and a carboxy terminus.

Licensor is an emerging biopharmaceutical company focused principally on discovering drugs that act on an important class of drug targets called G protein-coupled receptors, or GPCRs. Licensor has developed a technology called Constitutively Activated Receptor Technology, or CART, that can be applied to GPCRs and other classes of receptors to identify drug leads. Licensor believesthat CART is a more efficient drug discovery technique than traditional drug discovery techniques.

Field of Use
Licensee is a biopharmaceutical organization focused on the discovery and development of innovative therapeutics.

IPSCIO Record ID: 299264

License Grant
By this agreement, Licensor shall provide the resources to Licensee and conduct activities under the Research Program. Licensor shall review data and information regarding the Collaboration Target provided by Licensee and derived from the UIL by Licensor, based on such data and information and using the Licensor Technology, design Daughter Libraries; and supply all lead chemistries and synthesize compounds.

Licensee will utilize Licensor Technology for its drug discovery activities under Licensee know-how concerning the identification and characterization of novel small molecule inhibitors.

In addition to Licensees non-exclusive right to use Licensor Technology as necessary to conduct activities under the Research Program, 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.

Initial target is Type 3 Phosphodiesterases.

Alternative targets are DNA Polynucleotide kinase (DNA-PK), Poly (ADP-ribase) polymerase (PARP), and, Modulators of the interaction between the G-beta subunit of the G-protein and beta-adrenergic receptor kinase (gB-BARK)

Field of Use
The research focus is for development as therapeutics for treatment of obesity and other diseases in humans.

IPSCIO Record ID: 329676

License Grant
For the license grant for Exclusive Screens Licensor grants an exclusive right and license, under the Technology, Patents and Know-How, to use and practice the Exclusive Screens, including, without limitation, the right to grow sufficient amounts of Materials provided by Licensor to Licensee.

For the license grant for Non-Exclusive Screens, License grants an exclusive right and license, under the Technology, Patents and Know-How, to use and practice Non-Exclusive Screens, including, without limitation, the right to grow sufficient amounts of Materials provided by Licensor to Licensee, during the term of the Research Programs, but in no event for less than nine months after Licensee receives Materials and other information from Licensor identifying and enabling Licensee to use such Non-Exclusive Screen.

License Property
Licensor has the exclusive rights to certain technology involving the transfection and expression of G-protein- coupled receptors into yeast.  Licensor exploits similarities between the yeast and human genome to identify new drug discovery targets.

The Autocrine System shall mean that part of Licensors Technology whereby any yeast cells into which human Receptors have been inserted and grow in response to compounds produced and secreted by the same yeast cells.

Compound shall mean any Lead Compound or any Analog of any Lead Compound.

Receptor shall mean any human, G-protein-coupled, seven transmembrane receptor (including, without limitation, genes, vectors and cDNAs), and shall include any Licensee Receptor or Other Receptor.

Licensee Receptor shall mean a Receptor which is proprietary to Licensee and is provided by Licensee to Licensor for use in the Research Programs, or a Receptor which is proprietary to Licensee and is cloned or obtained by Licensor pursuant to research performed under the Research Programs, or a Receptor provided by Licensee to Licensor for use in the Research Programs which is deemed to be a Licensee Receptor.

Technology shall mean all inventions, improvements, discoveries, claims, formulae, processes, trade secrets, technologies, Patents and Know-How owned by Licensor or to which Licensor has the rights to grant licenses or sublicenses, and relating to or derived from Licensors yeast-based, human G-protein-coupled receptor technology, or the Research Programs.

The Patents are titled
Expression of G Protein Coupled Receptors in Yeast, Yeast-Based Peptide Libraries for identification of G Protein-Coupled Receptor Agonists and Antagonists, and, Functional Expression of Mammalian Adenylyl cyclase in Yeast.

Field of Use
The field of use is screening assays.

Licensee recognizes that the technology represents a valuable source of development of screening assays for the discovery of potential products for manufacture, use and sale in the Territory.

IPSCIO Record ID: 283198

License Grant
The Licensee and Swiss Licensor are establishing a research program to identify and validate a limited number of antibacterial targets and to develop a select number of validated assays for high-throughput screening to identify new lead compounds active against such validated targets for the development of drugs.

For Discontinued Licensor Compounds
—  Globally Discontinued Licensor Compounds, in the event that the Swiss Licensor determines, or is forced, to discontinue the development or the global commercialization of a Licensor Product based on a Licensor Compound or an Active Licensee Compound Derivative, such Licensor Compound or Active Licensee Compound Derivative being referred to herein as a Globally Discontinued Novartis Compound, and if Licensor, at its sole discretion, decides to license to a Third Party such Globally Discontinued Licensor Compound, then Licensor shall notify Licensee in writing of the occurrence of the above. Licensee shall then have the right of first refusal.

—  Locally Discontinued Licensor Compounds, in the event that in any country, following the First Commercial Sale of a Licensor Product based on a Licensor Compound or an Active Licensee Compound Derivative, there is a continuous one (1) year period in which no such Licensor Product is sold in such country, and if Licensor, at its sole discretion, decides to license to a Third Party such Locally Discontinued Licensor Compound, Licensor shall notify Licensee in writing of the occurrence of the above. Licensee then
shall have the right of first refusal.

This agreement also includes exclusive, non-exclusive and co-exclusive grants from Licensee to Licensor.

License Property
The know-how, expertise and intellectual property rights pertain to anti-infective drug discovery and to a proprietary drug discovery technology known as VITA TM which couples the validation of the inhibition of a target in an animal model during an established infection with assay development and screening for the discovery of novel drug leads.

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

The technology couples the validation of target proteins in a pathogen during an established infection in an animal with assay development. The assay is used in high throughput screening to discover novel drug leads that act on therapeutically relevant targets. It is broadly applicable to a number of different targets, including proteins encoded by open reading frames (ORFs), which have previously been intractable to traditional screening paradigms.

Field of Use
Licensee possesses know-how, expertise and intellectual property rights pertaining to antiinfective drug discovery and to a proprietary drug discovery technology known as VITA(TM) which couples the validation of the inhibition of a target in an animal model during an established infection with assay development and screening for the discovery of novel drug leads.

IPSCIO Record ID: 215175

License Grant
The parties wish to collaborate in a chemical lead and drug discovery program.  This agreement has an exclusive period.

Subject to and following the decision of Licensor or its licensee to not develop and commercialize with Due Diligence an Active Compound, a Development Compound or Product, as the case may be, Licensor shall grant to Licensee a license, with the right to sublicense, under those Collaboration Patents and know-how which are resulting from the Research Program and related exclusively to the Returned Compound, to make, have made, use, have used, sell, have sold, import and export such Returned Compound in the Territory.

License Property
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: 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 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.

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).

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: 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: 305615

License Grant
Licensor hereby agrees to conduct the research program in consultation with Licensee with a goal of discovering, identifying and synthesizing collaboration compounds for development by Licensee into one or more licensed products for commercialization by Licensee. The research program shall be conducted in accordance with the overall research plan.
License Property
Licensed Product shall mean any collaboration compound selected for development and marketing by Licensee.

Collaboration Compound shall mean any composition of matter in the field (or in the case of pro-drugs, an active metabolite of which), other than a natural product or synthetic or semi-synthetic derivative thereof, that (i) was discovered, identified, synthesized or acquired by or on behalf of Licensor as of the effective date, (ii) is discovered, identified, synthesized or acquired by or on behalf of Licensor during the research term and for six (6) months thereafter, or (iii) is contained within a chemical genus as defined in any issued claim of any unexpired patent in the patent rights, or in a claim of a pending application for such a patent which is being prosecuted in good faith, and as to which one member of such chemical genus is defined in (i) or (ii) above. For purposes of determining whether a given composition is a collaboration compound, it is understood that a composition which is discovered, identified, synthesized or acquired during the research term or within six (6) months thereafter (the Applicable Date) shall be included as a collaboration compound notwithstanding whether the composition was identified as being active in the field after the Applicable Date.

Development shall mean all work involved in Phases O, I, II, and III for a Licensed product in any country or territory.

U.S. Serial No. 08/377,583 – Screening Procedure for Penicillin-binding protein inhibitors.

Research Program shall mean all research and development performed, directed or acquired by Licensor in the course of performing the research plan during the research term.

Licensor is a biopharmaceutical company founded to discover, develop and commercialize novel antibiotics for the treatment of serious bacterial infections. The Companys discovery and development programs address the growing problem of bacterial drug resistance through two principal themes (i) Targeted Antibiotics, which focuses on developing novel antibiotics and antibiotic potentiators, and (ii) Targeted Genomics, which utilizes bacterial genetics to discover new classes of antibiotics and other novel treatments for bacterial disease.

Field of Use
The collaboration agreement is to discover and develop novel beta-lactam antibiotics, antibiotic potentiators and inhibitors of bacterial signal transduction targeted at problematic Gram-positive bacteria, including staphylococci and enterococci.

The targeted Antibiotics programs seek to rapidly develop clinically useful antibiotics tailored to treat specific bacterial infections, as well as antibiotic potentiators, which will overcome resistance pathways and restore usefulness to existing antibiotics that have been rendered ineffective. The specific problematic bacteria being addressed (staphylococci, enterococci, Pseudomonas aeruginosa and Streptococcus pneumoniae) are responsible for 44% of the approximately two million hospital-acquired infections occurring annually in the United States.

Field shall mean the field of
(i) cephalosporin antibiotics active against Gram-positive bacteria with MICs (minimum inhibitory concentrations) of ~ 32,/g/ml against staphylococci, enterococci and pneumococci, as determined by NCCLS recommended methods;
(ii) novel compounds and compositions which react with penicillin binding protein, including but not limited to PBP2a, with an ICso ! 50,/g/ml in a standard penicillin binding protein assay, provided that research activities are initiated in this ponion of the field prior to start of the nineteenth (19th) month of the research term;
(iii) non-antibacterial beta-lactam or glycopeptide antibiotic potentiators, including specifically, but not limited to, compounds that exen their e~ect primarily by inhibition of methicillin and vancomycin resistance mechanisms, and potentiators that exen their effect primarily by inhibition of histidyl-aspartyl two component switch regulatory system in bacteria, which non-antibacterial beta-lactam or glycopeptide antibiotic potentialOr exhibits MICs (minimum inhibitory concentrations) alone, against staphylococci, enterococci and pneumococci of ~32ys/ml. as determined by NCCLS recommended methods, but not including (a) quinolone potentiators or (b) potentiators or antibacterials which work primarily by inhibition of bacterial efflux pumps, or (c) beta-lactamase inhibitors ;
(iv) compounds or compositions discovered through the use of genes, gene products and Licensor screens in the Agr (accessory gene regulator) pathway of Staphylococcus aureus, or functionally homologous genes in other Gram-positive organisms, in either instance including histidyl-aspartyl two component switch regulatory systems in the Agr pathway;
(v) antibiotics which act through the histidyl-aspartyl two component switch regulatory system discovered using Licensor know-how developed in performance of the research program during the research term, or within six (6) months thereafter (i.e., new hits and leads and new discovery screens for histidine protein kinase inhibitors developed during the course of the research program), with MICs (minimum inhibitory concentrations) of~16/lg/ml against Gram-positive and/or Gram-negative organisms, as determined by NCCLS recommended methods, all for use in treating bacterial infections for all human and animal pharmaceutical applications.

Licensee has been engaged in research efforts focused on the development of new antibacterials and has certain research, development and commercialization capabilities in the field.

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