Royalty Report: Drugs, Drug Discovery, Cancer – Collection: 289203

$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
  • Cancer
  • Diagnostic
  • Therapeutic
  • Antibody
  • Disease
  • Proteins
  • Assay
  • Biotechnology
  • Molecular
  • Medical
  • Software
  • Genome

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: 289203

License Grant
By this agreement each Partys technology and expertise is applied as part of a program for the generation, screening and validation of therapeutics directed against certain targets in the Notch signaling pathway, and to provide for the development and commercialization of such therapeutics.

For Licensor Research IP, Licensor agrees to grant a worldwide, co-exclusive license, with the right to grant and authorize sublicenses, under the Licensor Research IP to perform its obligations and carry out any tasks or activities pursuant to the Research Plan, and under the Licensor KnowHow to research, develop, make, and have made, use, sell, offer for sale, and import Licensed Products in the Field, in each case including the right to practice any methods or processes.

For the Yale Licensed IP, Licensor agrees to grant a worldwide, exclusive license, with the right to grant and authorize sublicenses, under the Yale Licensed IP, to perform its obligations and carry out any tasks or activities pursuant to the Research Plan, and to research, develop, make, and have made, use, sell, offer for sale, and import Licensed Products in the Field, in each case including the right to practice any methods or processes.

For the Collaboration IP, Licensor agrees to grant a worldwide, exclusive license, with the right to grant and authorize sublicenses, under Licensors interest in and to any Collaboration IP, whether Joint Collaboration IP or Licensors Sole Collaboration IP, to perform its obligations and carry out tasks and activities pursuant to the Research Plan, and to research, develop, make, and have made, use, sell, offer for sale, and import Licensed Products in the Field, in each case including the right to practice any methods or processes.

For the Screening License, Licensor agrees to grant a worldwide, non-exclusive license, under the Yale Patents, to screen Small Molecule Compounds against targets that are not Collaboration Targets but are within the Notch signaling pathway.

For the Collaboration Reagents and Collaboration Assays, Licensor agrees to grant a worldwide, license to make and use Collaboration Reagents and Collaboration Assays for any purpose, which license is exclusive under the Yale Licensed IP and Collaboration IP, and nonexclusive under the Licensor Know-How.

For the Collaboration Inventions, Licensor agrees to grant a worldwide license, including the right to grant and authorize sublicenses, to Collaboration Inventions, other than Collaboration Reagents, Collaboration Assays, or Licensed Products, including making, and having made, using and selling any such Collaboration Inventions, which license is exclusive under the Yale Licensed IP and Collaboration IP, and non-exclusive under the Licensor Know-How.

For the Follow-On Licensor IP, Licensor agrees to grant a worldwide, non-exclusive license, with the right to grant and authorize sublicenses, under the Follow-On Licensor IP, to research, develop, make, and have made, use, sell, offer for sale, and import Licensed Products in the Field, in each case including the right to practice any methods or processes.

License Property
Licensor is a drug discovery company that has expertise and proprietary technology relating to the Notch signaling pathway.

Collaboration Target means Notch 1, Notch 2, Notch 3, Notch 4, Jag 1, Jag 2 and DLLl; and any other target added.

DLLl means the human gene DLLl and the protein, or fragment or epitope thereof, encoded by such gene, including the protein encoded by the nucleic acid sequence set forth in REFSEQ accession No. NM 005618 and NP 005609, and naturally occurring variants and fragments thereof.

Notch l means the human gene Notch 1 and the protein, or fragment or epitope thereof, encoded by such gene, including the protein encoded by the nucleic acid sequence set forth in REFSEQ accession No. NM 017617 and NP 060087 and naturally occurring variants and fragments thereof.

Jag l means the human gene Jag 1 and the protein, or fragment or epitope thereof, encoded by such gene, including the protein encoded by the nucleic acid sequence set forth in REFSEQ accession No. NM 000214 and NP 000205 and naturally occurring variants and fragments thereof.

Field of Use
The collaboration agreement is for the discovery and development of therapeutics to target cancer, inflammatory diseases, and tissue growth and repair. The collaboration combines the intellectual property and biological capabilities of both companies to target proteins and genes that are involved in cell proliferation and differentiation.  

Licensee is a health care company that has expertise and capability in developing and marketing human biopharmaceuticals and has research and development programs.

IPSCIO Record ID: 290396

License Grant
By this agreement each Partys technology and expertise is applied as part of a program for the generation, screening and validation of therapeutics directed against certain targets in the Notch signaling pathway, and to provide for the development and commercialization of such therapeutics.

For the Research Licence, Licensor agrees to grant a worldwide, non-exclusive license, with the right to grant and authorize sublicenses, under the Licensor Licensed IP, under Licensors Sole Collaboration IP, and under other Collaboration IP and the Yale Licensed IP to the extent exclusively licensed to Licensor, during the Research Term, to perform its obligations and carry out any tasks or activities pursuant to the Research Plan, including the right to practice any methods or processes.

For the Collaboration Reagents and Collaboration Assays, Licensor agrees to grant a worldwide, non-exclusive license, under Licensors Sole Collaboration IP, under any other Collaboration IP to the extent licensed exclusively to Licensor by Licensee under this Agreement, and under Yale Licensed IP to the extent licensed exclusively to Licensor by Licensee under this Agreement to make and use Collaboration Reagents and Collaboration Assays, solely for purposes of Licensee internal research, including screening, but only to the extent such research is not directed to any Collaboration Targets, or, not done in collaboration with a Third Party, and to research, develop, make, and have made, use, sell, offer for sale and import any Licensee Reagent Products that result from activities within the license, subject to Licensors right to negotiate.

For the Screening License, Licensor agrees to grant a worldwide, non-exclusive license, under the Yale Patents to the extent exclusively licensed to Licensor, to screen Small Molecule Compounds against the Collaboration Targets.

License Property
Licensor is a health care company that has expertise and capability in developing and marketing human biopharmaceuticals and has research and development programs.

Licensor Screening Product means any human therapeutic or prophylactic product that comprises or incorporates any Small Molecule Compound and that is identified or developed by or on behalf of Licensor, where the methods or materials used for so identifying or developing that Small Molecule Compound are Covered by a Valid Claim of a Yale Patent and is not a Licensed Product.

Collaboration Reagent means any hybridomas, antibodies, including rodent, phage, or rabbit, but not humanized antibodies or human antibodies generated by means other than phage, and other non-antibody reagents that are created or made by or on behalf of a Party, or the Parties jointly, during the Research Term pursuant to the Research Plan, excluding; Collaboration Assays; any Licensed Products; and cell lines to the extent useful for producing Licensed Products.

Field of Use
The collaboration agreement is for the discovery and development of therapeutics to target cancer, inflammatory diseases, and tissue growth and repair. The collaboration combines the intellectual property and biological capabilities of both companies to target proteins and genes that are involved in cell proliferation and differentiation.

Licensee is a drug discovery company that has expertise and proprietary technology relating to the Notch signaling pathway.

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: 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: 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: 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: 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: 223131

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 289254

License Grant
The Research Collaboration will focus on Targets in the Pathways, both in finding new proprietary Targets as well as with respect to Targets identified by Licensee prior to the Effective Date, and the use of Targets for HTS assay development to discover proprietary drug leads.  The Research Collaboration will initially focus on elucidating proprietary drug discovery Targets in the Pathways and is anticipated to be restricted to proprietary Targets in the Pathways.  Licensor and Licensee shall conduct the Research Collaboration on a collaborative basis with the goal of identifying Research Compounds that are suitable for development into Products for commercialization.  The Research Collaboration is intended to be flexible to allow for pursuit of unforeseen opportunities in the area of inflammation biology involving the Targets and the Pathways.
License Property
Product means any product incorporating a Development Compound, in any formulation, designed for treatment of a Licensor Indication, Licensee Indication or an Additional Indication, delivered by any route of administration.

Research Compound means any analog or other derivative compound, including a peptidomimetic, that has been synthesized or acquired pursuant to the Research Plan or at the direction of the Officers, and is based upon any Validated Hit.

Target means an enzyme or other molecule that is in a Pathway and is either (a) listed as an included target or (b) discovered by one or both Parties as part of the Research Collaboration (excluding any molecule that is subject to prior rights of any Third Party under an agreement with either Party at the time it is discovered, which agreement is listed on Agreement or (c) licensed by either Party during the Research Collaboration.

Pathways means the Tumor Necrosis Factor-alpha receptor signaling pathway, the IL-1 signaling pathway, and the CD40 signaling pathway, and any additional pathways added to this Agreement upon the written agreement of the Parties.

Targets and Pathways
TNF-R1 Signaling Pathway
TNF-R2 Signaling Pathway
IL-1R Signaling Pathway
CD40 Pathway

Field of Use
Intellectual property relates to inflammation.

Field means research, development and commercialization of small molecule agonists or antagonists of Targets identified in the Pathways, for use in the treatment of Licensor Indications, Licensee Indications or Additional Indications.

IPSCIO Record ID: 329733

License Grant
Licensor shall grant to Licensee the option with respect to Reagent Targets ( each, an Licensee Option) to obtain a non-exclusive, royalty-bearing license, including the right to sublicense, under the Licensor Non-Collaboration ASO Patent Rights to develop, make, have made, use, import, offer for sale and sell Licensee Non-Collaboration ASO Products directed to such Reagent Target in the Territory..
License Property
Licensor Non-Collaboration ASO Patent Right means all Patent Rights that are Controlled by Licensor, or any Sublicensees to whom Licensor provides data generated from the use of a Reagent ASO Compound provided to Licensor by Licensee pursuant to this Agreement and that (a) Cover inventions made by Licensor or such Sublicensee outside the course of the Collaboration and (b) either (i) include in their written specifications a description of the results of any experiment conducted using a Reagent ASO Compound provided to Licensor by Licensee pursuant to this agreement or (ii) are or were prosecuted (i.e., the results of any experiment conducted using Reagent ASO Compound provided to Licensor by Licensee pursuant to this Agreement were provided to patent office during the prosecution phase of a particular Patent Right) using any portion of the results of any experiment conducted using a Reagent ASO Compound provided to Licensor by Licensee pursuant to this Agreement.

Reagent ASO Compound means all ASO Compounds that selectively modulate protein synthesis of a Reagent Target.

ASO Compound means an oligonucleotide or an analog thereof (an oligonucleotide) that selectively modulates protein synthesis at the nucleic acid level through the binding of such oligonucleotide to a complementary sequence.

Reagent Target means a Target that is designated a Reagent Target by Licensor; provided, however, that a Reagent Target that is later designated a Validation Target or a Drug Discovery Target shall not be considered a Reagent Target after the date of such designation.

Drug Discovery Target means any Target included in the Antisense Drug Discovery Program by the Executive Committee.

Antisense Drug Discovery Program means the program of research and development of Drug Discovery ASO Compounds and Products in the Collaborative Therapeutic Areas under this Agreement and the Collaborative Research Plan.

Drug Discovery ASO Product means any preparation in final form for sale by prescription, over-the-counter or any other method for any indication, including human or animal use, which contains one or more Drug Discovery ASO Compounds.

Drug Discovery ASO Compound means an ASO Compound that selectively modulates protein synthesis of a Drug Discovery Target.

Validation Target means any Target designated by Licensor for inclusion in the Target Validation Program; provided, however, that a Validation Target that is later designated a Drug Discovery Target, shall be considered a Drug Discovery Target and not a Validation Target. Validation Targets includes Accepted Validation Targets and Rejected Validation Targets.

Target means a transcriptional unit of a gene, and any protein product of such transcriptional unit, including all splice variants.

Field of Use
Field of use is for use in gene functionalization and target validation and as therapeutic products in the field of antisense technology, including processes and techniques relating to the design, synthesis and research of antisense oligonucleotides.

Non-ASO Field means the research, development, manufacture and sale of compounds other than ASO Compounds as therapeutic or prophylactic pharmaceutical products.

ASO Field means the development, manufacture and sale of ASO Products as therapeutic or prophylactic pharmaceutical products.

IPSCIO Record ID: 248094

License Grant
The Parties are collaborating in the validation of targets for, and the discovery, development and commercialization of small molecules, antibodies, antisense molecules, proteins and other therapeutic agents, and diagnostic products.

For the Research Licenses, Licensor grants a worldwide, co-exclusive license during the Research Program Term, under Licensors rights to the Program Intellectual Property, to validate Program Targets for the identification, evaluation and optimization of Small Molecules, Antibodies, Antisense Molecules, Proteins and/or Other Molecules for use as Small Molecule Drugs or Biotherapeutic Products, as the case may be, in the Metabolic Disease Field, and, identify, evaluate and optimize Small Molecules, Antibodies, Antisense Molecules, Proteins and/or Other Molecules through the use of such Program Targets for use as Small Molecule Drugs or Biotherapeutic Products. as the case may be, in the Metabolic Disease Field, and, undertake Candidate Characterization of Program Compounds and Program Biotherapeutics in the conduct of the Research Program, and, undertake such other activities as may be necessary in furtherance of the Research Program.

Licensor grants a worldwide, non-exclusive license, under Licensors rights to the Program Intellectual Property, to validate Licensee Unilateral Targets for the identification, evaluation and optimization of Small Molecules. Antibodies, Antisense Molecules, Proteins and/or Other Molecules for use as Small Molecule Drugs or Biotherapeutic Products, as the case may be, in the Metabolic Disease Field, and, identify, evaluate and optimize Small Molecules, Antibodies. Antisense Molecules, Proteins and/or Other Molecules, including those that constitute the Associated Chemistry or the Associated Biotherapeutics, if any, of a Program Target that becomes a Licensee Unilateral Target, through the use of such Millennium Unilateral Targets for use as Small Molecule Drugs or Biotherapeutic Products. as the case may be, in the Metabolic Disease Field, and,  undertake Candidate Characterization of such Small Molecules, Antibodies, Antisense Molecules, Proteins and/or Other Molecules.

Licensor grants a worldwide, non-exclusive license, under Licensors rights to the Program Intellectual Property, to use the Licensor Released Compounds for internal research purposes only.

Licensor grants a worldwide, co-exclusive license, under Licensors rights to the Program Intellectual Property, to Develop and Manufacture Joint Drug Development Candidates or DDCs for use as Joint Products; and, make, have made, use, sell, offer for sale, import and export Joint Products in the Territory; and, undertake such other activities as may be necessary in furtherance of the Development Program and the Commercialization Program.

Licensor grants a worldwide, non-exclusive license, under Licensors rights to the Program Intellectual Property, to Develop and Manufacture Small Molecules, Antibodies, Antisense Molecules, Proteins and/or Other Molecules, as the case may be, identified through the use of Licensee Unilateral Targets for use as Licensee Unilateral Products, and, a worldwide, exclusive license, under Licensors rights to the Program Intellectual Property, to Develop and Manufacture Small Molecules included in a Licensee Unilateral Targets Associated Chemistry, and, Antibodies, Antisense Molecules, Proteins and/or Other Molecules included in a Licensee Unilateral Targets Associated Biotherapeutics, and, Licensee Unilateral DDCs, in each case, for use as Licensee Unilateral Products and, a worldwide, exclusive, license, under Licensors rights to the Program Intellectual Property, to make. have made, use, sell, offer for sale, import and export Licensee Unilateral Products in the Territory,

Licensor grants a worldwide, co-exclusive license, under Abbotts rights to the Program Intellectual Property, to develop, make, have made, use, sell, offer for sale, import and export Third Party Program Diagnostics for use in the Metabolic Disease Field in the Territory, and, to develop Joint Program Diagnostics for use in the Metabolic Disease Field in the Territory. Such license shall carry an obligation of profit-sharing with respect to Third Party Program Diagnostics sold in the Territory.

Licensor grants a worldwide license, under Licensors rights to the Program Intellectual Property, to develop, make, have made, use, sell, offer for sale, import and export Licensee Unilateral Diagnostics for use in the Metabolic Disease Field in the Territory.

License Property
Program Target means any Druggable Target or Biotherapeutic Gene for which the Joint Research Committee determines that there exists reasonable scientific rationale for the utility of such target or gene for the identification of Small Molecules, Antibodies, Antisense Molecules, Proteins or Other Molecules intended for use as Small Molecule Drugs or Biotherapeutic Products, as the case may be, in the Metabolic Disease Field.

Antisense Molecule means a nucleic acid or a functional analog, derivative or homologue thereof which is complementary to a segment of DNA of a target gene or such target genes cognate RNA and which, upon delivery by any means, alters the transcription, processing, elaboration, RNA expression or protein production of or by such target gene.

Associated Biotherapeutics means, with respect to a Program Target that has been designated a Unilateral Target or a Released Target, as the case may be, all Program Biotherapeutics that interact with such target or are encoded by such target or are chemically modified versions of the Program Biotherapeutics encoded by such target.

Biotherapeutic Product means a Therapeutic Antibody Product, a Therapeutic Antisense Product, a Therapeutic Protein Product, and/or a Therapeutic Other Molecular Product, as the case may be.

Field of Use
The use is to aid in the diagnosis, prognosis, monitoring, prevention and treatment of certain metabolic diseases.  Metabolic Disease Field means Obesity, Type 1 Diabetes and Type 2 Diabetes. The Metabolic Disease Field specifically excludes insulin therapy and autoimmune and immunomodulating mechanisms for Type 1 Diabetes.

IPSCIO Record ID: 280819

License Grant
For the Research the German Licensor grants a non-exclusive research license under Licensor Background Inventions and Licensors rights in Collaboration Data, Collaboration Materials and Collaboration Inventions, to perform its obligations under the Collaboration Plan.

For the Commercial License,  Licensor grants an exclusive, worldwide license to make, have made, use, have used, sell, have sold, offer for sale, import and have imported Licensed Products for use in the Field directed to such Licensee Target under Licensor Background Inventions, and under Licensors rights in all Patent Rights and Collaboration Inventions and Collaboration Material pertaining to such Licensee Target and Licensed Products, or the uses thereof in the Field.

License Property
Licensors HuCAL Technologies shall mean the HuCAL library and associated technologies.   The library data is for a Design of Human Combinatorial Antibody Library-Fab (HuCAL-Fab).
Field of Use
The field shall mean all therapeutic indications.  With this agreement, the Parties will collaborate in the discovery and development of human monoclonal antibodies against certain specified Licensee Targets,  to generate and characterize antibodies and optimize those antibodies and  use their expertise in developing antibodies in pre-clinical and clinical settings.

The two companies will collaborate on the development of human antibodies for the treatment of cancer.

IPSCIO Record ID: 289150

License Grant
The Research Collaboration will focus on Targets in the Pathways, both in finding new proprietary Targets as well as with respect to Targets identified by Licensor prior to the Effective Date, and the use of Targets for HTS assay development to discover proprietary drug leads.  The Research Collaboration will initially focus on elucidating proprietary drug discovery Targets in the Pathways and is anticipated to be restricted to proprietary Targets in the Pathways.  Licensee and Licensor shall conduct the Research Collaboration on a collaborative basis with the goal of identifying Research Compounds that are suitable for development into Products for commercialization.  The Research Collaboration is intended to be flexible to allow for pursuit of unforeseen opportunities in the area of inflammation biology involving the Targets and the Pathways.
License Property
Product means any product incorporating a Development Compound, in any formulation, designed for treatment of a Licensee Indication, Licensor Indication or an Additional Indication, delivered by any route of administration.

Research Compound means any analog or other derivative compound, including a peptidomimetic, that has been synthesized or acquired pursuant to the Research Plan or at the direction of the Officers, and is based upon any Validated Hit.

Target means an enzyme or other molecule that is in a Pathway and is either (a) listed as an included target or (b) discovered by one or both Parties as part of the Research Collaboration (excluding any molecule that is subject to prior rights of any Third Party under an agreement with either Party at the time it is discovered, which agreement is listed on Agreement or (c) licensed by either Party during the Research Collaboration.

Pathways means the Tumor Necrosis Factor-alpha receptor signaling pathway, the IL-1 signaling pathway, and the CD40 signaling pathway, and any additional pathways added to this Agreement upon the written agreement of the Parties.

Targets and Pathways
TNF-R1 Signaling Pathway
TNF-R2 Signaling Pathway
IL-1R Signaling Pathway
CD40 Pathway

Field of Use
Field means research, development and commercialization of small molecule agonists or antagonists of Targets identified in the Pathways, for use in the treatment of Roche Bioscience Indications, Tularik Indications or Additional Indications.

IPSCIO Record ID: 233483

License Grant
This restated, amended agreement is to provide for the expansion of the collaborative efforts of the parties.

For the Research Database License,  Licensor grants an exclusive, worldwide license to use the Research Databases solely for its internal research purposes to identify Gene Targets during the Research Term.

For the Gene Target License
(a) Licensor grants and agrees to grant a non-exclusive, worldwide license, without the right to sublicense, under the Patent Rights and Gene Target Know-How Controlled by Licensor, if any, to use such Gene Target in the Field of Use.
(b) If Licensee has requested rights to such Gene Target in an Additional Field of Use and provided that Licensor has not previously granted an exclusive license or right to such Gene Target to a Third Party in such Additional Field of Use, Licensor grants and agrees to grant an exclusive, worldwide license, with the right to sublicense, under the Patent Rights and Gene Target Know-How Controlled by Licensor, if any, to develop, make, have made, use, import, offer for sale and sell such Gene Target in such Additional Product Field of Use.

For Ownership of Improvements to Licensee Technology, Licensor grants an exclusive, irrevocable, perpetual, worldwide license, with right to sublicense through multiple tiers of sublicense, to such rights.

License Property
Licensor has developed technologies and know~how with respect to high throughput analysis of gene expression and gene regulation for use in the identification of drug targets and the discovery of pharmaceutical and diagnostic products.

Research Databases shall mean the databases created by Licensor using the Licensor Technology pursuant to the Research Plans and containing all of the data derived from experiments conducted with respect to Samples.

Research Programs shall mean the programs of research performed by the parties for the research, discovery and characterization of genes through the application of genomic technologies and bioinformatics to analyze Samples, and the use of such genes for the development and commercialization of Products. The term genomic technologies shall mean, without limitation, technologies for the analysis of gene expression and gene regulation, hybridization array techniques, high speed sequencing and generation of expressed sequence tags.

Product shall mean a Therapeutic Product, Protein Product, Diagnostic Product or Nucleic Acid Product, as applicable.

Gene Products shall mean all partial cDNAs, DNAs, genes, full length cDNAs corresponding thereto and proteins encoded therefrom.

Field of Use
Field of Use shall mean all internal research uses by Licensee of Gene Targets and the development and commercialization of those Therapeutic Products. All uses of Gene Targets as Protein Products, Therapeutic Products, Nucleic Acid Products or Diagnostic Products are excluded from the Field of Use.

Additional Field of Use shall mean all uses of Gene Targets for the development and commercialization of Gene Targets as Protein Products or those Therapeutic Products, Nucleic Add Products and/or Diagnostic Products, as applicable.

Excluded indications are Intrinsic kidney disease, including but not limited to glomerulonepbritis and diabetic nephropathy;  Benign prostatic hypertrophy {specifically excluding prostate cancer); and, Atherosclerosis.

Licensor has been using its Reads gene expression technology to build a database of genes differentially expressed between normal heart tissue and heart tissue from people with heart failure. Under the expansion, the Licensor will enlarge the Licensee database to include new indications, beginning with osteoporosis.

IPSCIO Record ID: 372646

License Grant
For the Collaboration Antigens, with respect to each Collaboration Antigen until such time as such Collaboration Antigen becomes a Discontinued Antigen or Failed Antigen, Licensor grant to Licensee of England
– an exclusive, worldwide right and license under the Licensed Licensor lP Rights, other than the XenoMouse Know-How Rights and XenoMouse Patent Rights, and the Licensor Process Know-How Rights and Licensor Process Patent Rights, and, subject to the Supplementary XenoMouse Agreement, the XenoMouse Know-How Rights and XenoMouse Patent Rights, in each case to Exploit Licensed Products that bind to and are directed against such Collaboration Antigen for use in the Commercial Field; and,
– an exclusive, worldwide right and license under the Licensor Subsequent Antigen-Specific Know-How Rights, Licensor Subsequent Antigen-Specific Patent Rights, Licensors rights in the Collaboration Know-How Rights and Collaboration Patent Rights, Licensor Oncology Know-How Rights, Licensor Oncology Patent Rights, Licensor Other Know-How Rights and Licensor Other Patent Rights, and,-
– an exclusive, worldwide right and license, under the Licensor Prior Antigen Specific Know-How Rights and Licensor Prior Antigen-Specific Patent Rights, and the other Licensed Licensor IP Rights solely to the extent necessary to enable Licensee to utilize Additional Technology applicable to such Collaboration Antigen, Collaboration Technology, Oncology Technology, Other Technology and Antigen-Specific Technology, in each case to Exploit Non-Antibody Products with respect to such Collaboration Antigen for use in the Commercial Field;
– an exclusive, worldwide right and license, under the Licensed Licensor IP Rights, other than the XenoMouse Know-How Rights, except solely to the extent necessary to enable Licensee to utilize Additional Technology applicable to such Collaboration Antigen, Antibody Technology, Collaboration Technology, Oncology Technology, Other Technology and Antigen-Specific Technology to Exploit Non-Licensed Products, other than Non-Antibody Products, XenoMouse  Patent Rights, Licensor Process Know-How Rights and Licensor Process Patent Rights, to Exploit Non-Licensed Products that bind to and are directed against such Collaboration Antigen for use in the Commercial Field.

For the Research and Development Program Licenses, with respect to each Collaboration Antigen, other than Discontinued Antigens or Failed Antigens, prior to the designation of a Candidate Drug that binds to and is directed against such Collaboration Antigen, Licensor grant to Licensee an exclusive, worldwide right and license, without the right to grant sublicenses, under and to the Licensed Licensor IP Rights applicable to such Collaboration Antigen, to conduct its obligations, and exercise its rights, under the applicable Research Program, Development Program.

For the Licensed Products, with respect to each Collaboration Antigen, other than Discontinued Antigens and Failed Antigens
— with respect to which a Candidate Drug has been selected, Licensor  grants the exclusive, worldwide, right and license, with the right to grant sublicenses through multiple tiers of sublicensees, under the Licensed Licensor IP Rights applicable to such Collaboration Antigen to Exploit Candidate Drugs that bind to and are directed against such Collaboration Antigen for use in the Commercial Field and, after Licensee has delivered an Election Notice to Licensor with respect to such Collaboration Antigen, all Licensed Products that bind to and are directed against such Collaboration Antigen for use in the Commercial Field, and,
— with respect to each Collaboration Antigen, other than Discontinued Antigens and Failed Antigens, with respect to which a Candidate Drug has been selected, Licensor grants the exclusive license and right of reference, with the right to grant sublicenses, under Licensors rights, titles and interests in and to any Registrations, to the extent not otherwise assigned, to Exploit Candidate Drugs and Licensed Products that bind to and are directed against such Collaboration Antigen for use in the Commercial Field.

For the Non-Licensed Products with respect to each Collaboration Antigen, other than Failed Antigens or Discontinued Antigens, Licensor grants
— the exclusive, worldwide, right and license, with the right to grant sublicenses, under Licensors right, title and interest in and to the Collaboration Know How Rights and Collaboration Patent Rights, Licensor Oncology Know-How Rights, Licensor Oncology Patent Rights, Licensor Other Know-How Rights, Licensor Other Patent Rights and the Licensor Subsequent Antigen-Specific Know-How Rights and Licensor Subsequent Antigen-Specific Patent Rights applicable to such Collaboration Antigen, and the other Licensed Licensor IP Rights solely to the extent necessary to enable Licensee to utilize Collaboration Technology, Oncology Technology, Other Technology and Antigen-Specific Technology, and,
— the exclusive, worldwide right and license, with the right to grant sublicenses, under the Licensor Prior Antigen-Specific Know-How Rights and Licensor Prior Antigen-Specific Patent Rights applicable to such Collaboration Antigen, in each case to Exploit Non-Antibody Products with respect to such Collaboration Antigen for use in the Commercial Field.

For the Antigen-Specific Technology, subject to any applicable Licensor In-License, with respect to each Discontinued Antigen, Failed Antigen and Non-Selected Antigen, Licensor grants
– the non-exclusive, worldwide right and license, with the right to grant sublicenses, under the Licensor Subsequent Antigen-Specific Know-How Rights and Licensor Subsequent Antigen-Specific Patent Rights applicable to each such Antigen to Exploit Non-Licensed Products, other than Non-Antibody Products, that bind to and are directed against such Antigen for use in the Commercial Field, and,
– the exclusive, worldwide right and license, with the right to grant sublicenses, under the Licensor Subsequent Antigen-Specific Know-How Rights and Licensor Subsequent Antigen-Specific Patent Rights applicable to each such Antigen to Exploit Non Antibody Products with respect to such Antigen for use in the Commercial Field.

For the Other Technology, Licensor grants a non-exclusive, worldwide right and license, with the right to grant sublicenses, under the Licensor Other Know-How Rights and Licensor Other Patent Rights for all purposes for use in the Commercial Field.

License Property
Licensor has rights in the XenoMouse® Animals, and other proprietary technology regarding the research, development, manufacture and commercialization of fully human monoclonal antibodies generated thereby.

Licensor Product shall mean a product containing an Antibody or Antibody Equivalent that binds to and is directed against a Discontinued Antigen or Failed Antigen.

Core Antibody Technology shall mean such Antibody Technology Controlled by Licensor that is Reasonably Necessary to complete the following portions of a Research Program generally in accordance with the template Research Program Work Plan, that has as its goal the delivery of Antibodies that meet the applicable Candidate Drug Target Profile criteria in accordance with industry standards
— the immunization of XenoMouse Animals,
— the generation of Antibodies from such XenoMouse Animals, and,
— the initial characterization of such Antibodies, consisting of binding such Antibodies to an antigen, epitope binning, as described in International Patent Application No. WO 03/48731, kinetic ranking, as described in International Patent Application No. WO 03/48730), affinity measurement, by BiaCore and KinExA, and sequencing; in each case as customarily practiced by Licensor, utilizing Licensor standard techniques and materials, other than transfer vectors
proprietary from Third Parties, for hybridoma or XenoMax Technology approaches.

Field of Use
The collaboration is for the development of antibody therapeutics for the treatment of oncology.
This alliance involves the joint discovery and development of therapeutic antibodies for up to 36 cancer targets to be commercialized exclusively worldwide by Licensee .

IPSCIO Record ID: 316393

License Grant
Licensor hereby grants to Licensee a non-exclusive royalty bearing license, under Licensor Contributed Know-How Patent Rights and Licensor Contributed Know-How, to use Licensee Accessible Program Clones and Proteins encoded therein in order to discover, research, develop, make, import, use, offer to sell include the right to grant sublicenses.
License Property
Program Clone means a clone (including the DNA sequence information, whether partial or full-length, pertaining to the clone), identified in the course of the Licensee Discovery Program or included in the Existing Tango Technology, Licensee Contributed Know-How or Licensor Contributed Know-How.

Licensee Program Methodology Patent Right means a Patent Right that relates to methods that are or were at any time included in Licensee Program Metholodogy.

Protein means a high molecular weight (i.e., weighing greater than 1000 daltons) polymer compound composed of a variety of amino acids joined by peptide linkages, including allelic variants thereof and post-translationally modified variants thereof (i.e., glycosylated Proteins). For purposes of this Agreement, Protein does not include an Antibody.

Small Molecule Drug means a therapeutic or prophylactic product, the active ingredient of which is a synthetic small molecule (including but not limited to a Peptido Mimetic), a natural product or a macromolecule that (a) is identified in a screening assay on the basis of its interaction with a biological target that has been identified through use of a Program Clone, or (b) is designed or developed using medicinal chemistry, SAR or combinatorial chemistry techniques to interact with a biological target that has been identified through use of a Program Clone, provided, however, that a Small Molecule Drug does not include any Therapeutic Product or any therapeutic and/or prophylactic product in which the active ingredient is a Protein, an Antibody, an Antisense Drug or a Gene Therapy Drug.

Gene Therapy Drug means any drug or drug candidate, excluding an Antisense Drug, which consists of nucleic acid or a functional analog, derivative or homologue thereof and which, upon delivery by any means, provides a gene product encoded therein which is expressed.

Antisense Drug means any drug or drug candidate which consists of nucleic acid or a functional analog, derivative or homologue thereof and which is complementary to a segment of DNA of a target gene or such target genes cognate RNA and which, upon delivery by any means, alters the transcription, processing, elaboration, RNA expression or Protein production of or by such target gene.

Antibody means (a) a molecule comprising four (4) polypeptide chains (two (2) identical light chains and two (2) identical heavy chains) that are held together by disulfide bonds and form two (2) identical antigen binding sites or (b) any combination, fragment or altered form of a molecule(s) of the type described in (a) (e.g., single chain antibodies).

Licensor Small Molecule Drug means a Small Molecule Drug identified or designed by Licensor through the use of a Licensor Accessible Program Clone and/or the Protein encoded therein.

Existing Tango Technology means the cDNA libraries, genomic sub-libraries, signal peptide trap libraries (including the clones derived from such libraries and the Proteins encoded therein) and the Proteins and all associated data and information.

Therapeutic Product means a therapeutic and/or prophylactic product in which the active ingredient is a Program Protein or a Derivative thereof.

Peptido Mimetic means  synthetic organic molecule that (a) is designed or developed using medicinal, SAR or combinatorial chemistry techniques to incorporate key structural features of a Protein (the 'Mimicked Protein'). Cb) if a peptide • has an amino acid sequence that is at least fifty percent (50%) different from that of the  Mimicked Protein, and (c) has a molecular weight that is less than twenty (20%) percent of that of the Mimicked Proteina,

Diagnostic Product means any diagnostic product, in the form of a device, compound, kit or service, with utility in the diagnosis, prognosis, prediction or disease management of a disorder that (a) is developed through the use of Licensee Program Know-How or, subject to any limitations on the use of such Know-How by Licensor, Licensee Contributed Know-How and/or is covered by a Valid Claim included in Licensee Program Know-How Patent Rights or, subject to any limitations on the use of such Patent Rights by Licensor, Licensee Contributed Know-How Patent Rights, (b) embodies, or operates through the detection of a Program Clone or a Program Protein (or a Derivative thereof), and (c) will complement the use of any therapeutic product under development or marketed by Licensor or a development or marketing partner of LIcensor (a Licensor Corresponding Drug).

Licensor Contributed Know-How means Know-How (a) which is necessary or useful in order to discover, develop, make, use, sell or seek approval to market Therapeutic Products, and (b) to which Licensor has the right to grant licenses or sublicenses without violating the terms of any agreement with a third party, and (c) which is in Licensors possession on the Effective Date or is developed or acquired by Licensor during the term, but not in the course, of the Licensee Discovery Program, and (d) which Licensor has elected to contribute to the Licensee Discovery Program through written notification to, and with the approval of, the Joint Management Team, which notification shall include any limitations on the use of such Know-How by Licensee, provided, however, that if such Know-How is a biological source for the identification of Program Clones, then the only permitted limitation shall be that Licensee shall not have the right to use any such Program Clone for the identification or design of Licensee Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified, and (e) which is not properly in the public domain.

Licensor Contributed Know-How Patent Right means a Patent Right that relates to Know-How that is or was at any time Licensor Contributed Know-How.

Licensor Selected Protein means a Program Protein selected by Licensor for further pre-clinical development, clinical development, manufacture and commercialization.

Licensor Accessible Program Clone means (a) a Program Clone that is not identified through the use of Licensee Contributed Know-How, or (b) a Program Clone that is identified through the use of Licensee Contributed Know-How and with respect to which either (i) Licensee has not placed any limitation on Licensors use of such Program Clone for the identification or design of Licensor Small Molecule Drugs or (ii) Licensee has placed the limitation that Licensor shall not have the right to use such Program Clone for the identification or design of Licensor Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified and such twelve (12) month period has elapsed.

Licensee Discovery Program means the therapeutic Protein  discovery program to be undertaken by Licensee pursuant to this Agreement, with the goal of identifying and qualifying potential therapeutic Proteins for further pre-clinical development, clinical development, manufacturing and commercialization, as described in greater detail in the Program Plan.

Licensee Program Methodology means any methods (including without limitation bioinformatics tools, processes, protocols, assays, automated and semi-automated techniques, molecular biology methods and other methods for
the discovery, production and/or characterization of Proteins), that (a) are developed in the course of the Licensee Discovery Program, including any improvements in methods technology derived from, or based upon, any Licensor Contributed Know-How and/or Licensee Contributed Know-How and (b) are not properly in the public domain.

Licensee Accessible Program Clone means (a) a Program Clone  that is not identified through the use of Licensor Contributed Know-How, or (b) a Program Clone that is identified through the use of Licensor Contributed Know-How and with respect to which either (i) Licensor has not placed any limitation on Licensees use of such Program Clone for the identification or design of Licensee Small  Molecule Drugs or (ii) Licensor has placed the limitation that Licensee shall not have the right to use such Program Clone for the identification or design of Licensee Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified and such twelve (12) month period has elapsed.

Field of Use
The field of use is for the therapeutic and/or prophylactic application in human health care of Proteins or Derivatives thereof. The goal is to identify and qualify potential therapeutic proteins, small molecule targets and diagnostics for further development and commercialization.

Licensee is in the business of employing various discovery methodologies to identify proteins with therapeutic utility.

IPSCIO Record ID: 237233

License Grant
Licensor grants a non-exclusive, worldwide license, without the right to grant sublicenses, to Licensor Patent Rights, Technology and Improvements for LIcensee to perform research and development solely on Licensees behalf in the Field of Use during the Technology Term.

Licensor grants a non-exclusive, worldwide license to Licensor Patent Rights, Technology and Improvements to research, develop, make, have made, use, import, offer to sell and sell collaboration products and non-collaboration products in the Field of Use and to sublicense solely the research, development, manufacture, use, importation and sale of such collaboration products and non-collaboration products in the Field of Use.

Licensor grants an exclusive, worldwide license to research, develop, make, have made, use, import, offer to sell and sell  collaboration products in the Field of Use and to sublicense the research, development, manufacture, use, importation and sale of such collaboration products in the Field of Use.

Licensor grants a non-exclusive, worldwide license to Licensor Patent Rights to research, develop, make, have made, use, import, offer to sell and sell non-Licensor products in the Field of Use and to sublicense solely the research, development, manufacture, use, importation and sale of such non-Licensor products in the Field of Use.

License Property
Collaboration Product shall mean any product incorporating or derived from any peptide or antibody compound, and the sequence contained therein, discovered by Licensor using the Licensor Technology during the collaboration term, and that binds to an Licensee Target.

The patents relate to Gene encoding and novel protein binding, but specifically exclude Claim 66 in U.S. Patent No. 5,223,409 to the extent that it covers DNA molecules encoding single chain antibodies, or (ii) any claim to specific protein or peptide sequences, or nucleic acids encoding the same, that bind to a specific biological or molecular target.

Field of Use
The Field of Use shall mean the Therapeutic Field, Diagnostic Field and/or Research Reagent Field, and shall not include any in vivo diagnostic uses other than as provided herein, or any purification or separations, agricultural, industrial enzymes or any other uses.

Research Reagent Field shall mean the use of one or more peptides, antibodies, or antibody-antigen or peptide-target combinations (whether in a microarray format or other format) for research purposes.

Therapeutic Field shall mean all human therapeutic and prophylactic uses, and any in vivo diagnostic uses for a Licensee Target which is necessary for HGS successful commercialization of a human therapeutic or prophylactic Collaboration Product, non-collaboration product or non-Licensor product.

Diagnostic Field shall mean all in vitro research, analysis, detection or diagnostic uses, and not for any in vivo diagnostic, therapeutic, purification_ or separations, agricultural, industrial enzyme or other uses.

Licensor Field shall mean all agricultural, industrial enzyme, and purification and separation uses.

IPSCIO Record ID: 368517

License Grant
The Parties previously entered an agreement to discover targets suitable for the development of small molecule oncology therapeutic and/or prophylactic agents which target essential tumor maintenance genes.

For Therapeutic Use, Licensor grants an exclusive license in the Territory under the Licensor Patent Rights and Know-How, with a right to sublicense for any and all Therapeutic Uses, to develop, make, have made, use, offer to sell, sell and/or import Collaboration Compounds and/or Products Directed at such Non-MAP  Collaboration Target for Therapeutic Use.

For Diagnostic Use, Licensor grants to a non-exclusive license in the Territory under the Licensor Patent Rights and Know-How, with a right to sublicense for any and all Diagnostic Use, to develop, make, have made, use, offer to sell, sell and/or import Collaboration Compounds and/or Products Directed at such Non-MAP Collaboration Target for Diagnostic Use.

For Biologicals, Licensor grants a non-exclusive license in the Territory under the Licensor Patent Rights and Licensor Know-How, with a right to sublicense to Licensees Affiliates to develop, make, have made and use Biologicals Directed to a NonMAP Collaboration Target or Discovery Target for the sole purpose of the research and/or development of a Product for Therapeutic Use and/or Diagnostic Use.

For MAP Collaboration Targets,  Licensor grants a non-exclusive license under the Licensor Patent Rights and Know-How that arise from the activities under the MAP Target Research Plan to develop, make, have made, use, offer to sell, sell and/or import inhibitors or modulators directed to such MAP Collaboration Target for Therapeutic Use and Diagnostic Use.

For Option for Non-MAP Collaboration Targets, Licensor grants an exclusive Option to obtain an exclusive license, and a non-exclusive license, for up to seven Non-MAP Nominated Targets at any one time.

License Property
Licensor has developed Know-How and has rights to related Patent Rights.

Licensor Genetic Screen Data means all data with respect to Potential Collaboration Targets generated by A YEO in conducting the MaSS Screen under the Research Program using the Collaboration Models.

Pilot Experiments mean the portion of the Research Program which involves the use of Licensors proprietary INK4A-/-/kRAS Spontaneous Inducible Melanoma Model to explore the potential use of Licensors proprietary model systems for responder identification.

Target means a nucleotide sequence, including all expressed variants of such nucleotide sequence.

Target Package shall mean the package of info1mation relating to a Non-MAP Nominated Target.

Target packages include, but are not limited to
—  Recurrence Information regarding frequency of integration in MaSS Screen or cDNA complementation screen in Collaboration Models, along with map of integration site.
—  Homology and Human Expression Identity and degree of homology between murine gene and closest human homolog. Available data regarding expression of target in human tissues and tumors.
—  Cellular Location Outcome of algorithm(s) to predict cellular location (intracellular v. extracellular) and/or reference(s) to experimental evidence demonstrating actual cellular location.

Licensor's Human Response Prediction platform is based on Licensor's proprietary, genetically-defined mouse models of human cancer. Each of these models is engineered to contain signature genetic mutations that are present in human disease. Beyond these cancer-initiating engineered mutations, the resultant tumors acquire common and distinct spontaneous mutations during tumor progression, providing additional natural genetic variation more akin to the range of genetic heterogeneity encountered across different primary human tumors. The tumor-to-tumor genetic variation in the system provides the opportunity to identify genetic correlations between responding and non- responding tumor populations, and to apply such genetic profiles in clinical development.  Consequently, compared with traditional xenograft models that have proven to be non-predictive of efficacy, often leading to expensive and time consuming hit or miss outcomes in clinical trials, Licensor's cancer models are improved predictors of human response.

Field of Use
The collaboration is focused on identifying genetic profiles that correlate with drug response to more effectively guide the clinical and market development of Licensee's cancer compounds.

The Field means the use of Non-MAP Collaboration Targets, MAP Collaboration Targets, Discovery Targets, Collaboration Compounds and/or Products for any and all Therapeutic Uses and/or Diagnostic Uses.

IPSCIO Record ID: 239025

License Grant
With this amendment, where Licensee desires Licensor to generate Knock-Out Mice and ES Cell Lines for Licensee based on human gene sequences provided by Licensee and then to analyze such Knock-Out Mice and ES Cell Lines, the licensed products have been updated regarding restricted rights projects, and, adds patent information.

For the Exclusive License under Licensor Pre-Existing Patents and Know-How and Restricted Rights Project Patents and Know-How for the Research, Development and Commercialization of Licensed Products,  Licensor grants an exclusive, even as to Licensor, world-wide right and license under the Licensor Pre-Existing Patents and Know-How, and, to the extent specified in the Parties designation(s) of Restricted Rights Project(s), an exclusive, even as to Licensor, or non-exclusive, world-wide right and license under the Restricted Rights Project Patents and Know-How, in each case to research, develop, make (or have made), use, sell, offer for sale, and import Licensed Products in the Field.

For the License under Licensor Pre-Existing Patents and Know-How and Restricted Rights Project Patents and Know-How for the Research, Development and Commercialization of Products Other than Licensed Products in the Field,  Licensor grants a worldwide right and license under the Licensor Pre-Existing Patents and Know-How and, to the extent specified in the Parties designation(s) of Restricted Rights Project(s), the Restricted Rights Project Patents and Know-How to research, develop, make (or have made), use, offer for sale, sell, and import products, including, but not limited to Small Molecule Drugs, other than Licensed Products for use in the Field.

For the Non-Exclusive Research License Grant under Licensor Knock-Out Technology to Knock-Out Mice and Progeny,  Licensor grants a worldwide, non-exclusive right and license under the Licensor Knock-Out Technology to use, breed, cross-breed and have bred and cross-bred KnockOut Mice and Progeny, at the internal research facilities of Licensee and its Academic Collaborators or Contract Service Providers, for research directed toward the discovery, identification, selection, characterization, development or commercialization of products for use in the Field.

License Property
Patent is for Isogenic DNA.
U.S. Patent No. 5,789,215 issued August 4, 1998 entitled 'Gene Targeting in Animal Cells Using Isogenic DNA Constructs'

Licensor possesses certain knowledge and experience in the design, generation, and phenotypic analysis of Knock-Out Mice and ES Cell Lines.

Restricted Rights Project means a Project involving a Project Gene which is subject to the exclusive rights Licensor  has granted to a Third Person prior to the initial proposal of such Project Gene by Genentech.

Licensor Knock-Out Technology means all Patents and Know How which are owned, controlled or licensed by Licensor as of the Effective Date or created or acquired by Licensor during the course of this Agreement and related to a process or method used in the creation or generation of Knock-Out or transgenic mice, including the process for creating Knock-Out Mice and Overexpression Mice.

Licensed Product means a pharmaceutical preparation other than a Small Molecule Drug that is ready for administration to the ultimate consumer and that contains as the active pharmaceutical ingredient a Protein Candidate or that directly modulates a Protein Candidate, or the gene that encodes a Protein Candidate.

Field of Use
Licensor established a drug discovery alliance with Licensee to discover novel therapeutic proteins and antibody targets based on its isogenic DNA gene targeting technology.

Field means any human or animal healthcare applications including, without limitation, the diagnosis, prevention and treatment of diseases or conditions.

IPSCIO Record ID: 211827

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

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

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

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

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

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