Royalty Report: Drugs, Drug Discovery, Cancer – Collection: 289254

$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
  • Assay
  • Antibody
  • Proteins
  • Diagnostic
  • DNA
  • Genome
  • Test/Monitoring
  • Antibiotic
  • Disease
  • Technical Know How
  • Biotechnology
  • Alzheimer’s disease

IPSCIO Report Record List

Below you will find the records curated into this collection.  This summary includes the complete licensed property description so that you can review and determine if this collection covers the topics, technology or transaction type that is relevant for your needs.  The full report will include all relevant deal data such as the royalty base, agreement date, term description, royalty rates and other deal terms.  For reference, here is a sample of a full IPSCIO curated royalty rate report: Sample Report

IPSCIO Record ID: 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: 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: 203296

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

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

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

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

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

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

IPSCIO Record ID: 367275

License Grant
With Respect to Library Compounds, Licensor grants a worldwide, non-exclusive license, under Licensor Intellectual Property, to use Library Compounds and Library Compound Information for research purposes in the discovery of Hits to Licensee Targets, performing Hit-to-Lead Chemistry Programs and Lead Optimization Programs and in the Development of Royalty-Bearing Products that contain Library Compounds, which license shall include the right to use Synthetic Methodology and Pathways solely to synthesize Library Compounds which have been identified as Hits and Library Compounds structurally related thereto, and Licensee Analogs that derive from such Library Compounds, for the purpose of performing Drug Discovery Programs.

With Respect to Analogs, Licensor grants a worldwide, perpetual, non-exclusive license, under Licensor Intellectual Property, to use Analogs and Licensee Analog Information in the discovery of Hits to Licensee Targets, performing Hit-to-Lead Chemistry Programs and Lead Optimization Programs and in the Development of Royalty-Bearing Products and Non-Royalty-Bearing Products that contain Analogs, which license shall include the right to use Synthetic Methodology and Pathways solely to synthesize Analogs.

License Property
Licensor Controls certain technology for the creation of large numbers of complex, natural-compound-like compounds for the purpose of screening biological targets to identify potential human therapeutics.

Target shall mean a protein or polypeptide, which is involved in a biological process as well as orthologs thereof and all isoforms or polymorphisms, including single nucleotide polymorphisms, alleles, and other naturally-occurring or synthetic derivatives, including, without limitation, insertions, additions, deletions, fragments and splice variants thereof and nucleic acid sequences encoding any of the above that is configured into one or more assays for screening, including, but not limited to, in vitro assays and phenotypic or pathway screens, cell-based or in vivo assays, or used for structure-based compound design.

Library Compound shall mean a compound that Licensor delivered pursuant to the Prior Agreement.

Library Compound Information shall mean structural, process or other information relating to a Library Compound.

Library Compound Structure Information shall mean documentation of the molecular formula and molecular structure of each Library Compound.

Hit shall mean a Library Compound or an Analog that is confirmed as active against a Licensee Target, or for which computational data is generated which predicts activity, which is subsequently confirmed as active against a Licensee Target.

A Licensee Analog is designed, discovered or synthesized by Licensee in the course of a Drug Discovery Program.

Synthetic Methodology and Pathways shall mean, with respect to a Library Compound, the synthetic scheme that Licensor used to synthesize the Library Compound,

Field of Use
The technology is used for the purpose of screening biological targets to identify potential human therapeutics.

IPSCIO Record ID: 203330

License Grant
For the License, Licensor grants an exclusive, sublicensable license under the Licensed IP, to make, use, offer for sale, sell and import Compounds in the Field in the Territory; and to otherwise perform its obligations and exercise its rights under this Agreement.

For the research license, Licensor grants a non-exclusive, non-sublicensable, but exercisable by a Third Party, license, under the Licensed IP, for internal research purposes other than the discovery of Compounds.

Licensor grants a first right to negotiate pursuant to which Licensor shall notify Licensee in writing if it wishes to license to another party rights to develop and/or commercialize a given Ex Vivo Application; and provide to Licensee all material information related to such Ex Vivo Application that exists and is available to Licensor at the time of such notification.

Licensor grants a first right to negotiate pursuant to which Licensor shall notify Licensee in writing if it wishes to license to another party rights to develop and/or commercialize a given Licensor Compound;  identify in such notice the Therapeutic Area in which Licensor is developing, or intends to develop, such Licensor Compound; and provide to Licensee all material information related to such Licensor Compound that exists and is available to Licensor at the time of such notification.

License Property
Licensor possesses proprietary technologies, including small molecules and biological screening assays, relating to the Wnt Pathway.  Licensor possesses significant biological expertise in the discovery of drugs that modulate regulatory pathways, such as the Wnt Pathway that control repair and regeneration.

The Licensed Product means any Valid Claim Product, Licensee Modified Product, Know-How Product and/or Non-Collaboration Product, mean a Licensed Product that contains a unique Lead Compound, which includes the salts, solvates, isomers, polymorphs and prodrugs of such Lead Compound. Notwithstanding the foregoing, if Licensor performs Funded Work on any salts, solvates, isomers, polymorphs and/or prodrugs of a given Lead Compound, each new Lead Compound resulting from such Funded Work shall be deemed a unique Lead Compound.

A Valid Claim Product means any formulation of a Lead Compound that is Covered by the Licensed IP; provided, however, Valid Claim Product excludes any Licensee Modified Product; Licensed Product that is Covered by a Licensee Collaboration Patent and is not Covered by either a Licensor Collaboration Patent or a Joint Collaboration Patent; and Non-Collaboration Product.

A Know-How Product means any formulation of a Lead Compound that is not a Valid Claim Product, a Licensee Modified Product, or a Non-Collaboration Product.

If Licensor does not perform Funded Work on such Lead Compound, any formulation of such Lead Compound shall be referred to as a Non-Collaboration Product.

The Compound means any molecule that, as one of its primary mechanisms of therapeutic action,  specifically binds to or interacts with at least one component of the Wnt Pathway and/or modulates the signaling of the Wnt Pathway; provided, however, Compound shall exclude any molecule that is or incorporates
– a polypeptide (e.g., an antibody, antibody fragment, peptide, protein) or a nucleic acid (e.g., antisense, RNAi oligos, DNA);
– an antagonist of the Hedgehog Pathway that was tested under the Hedgehog Agreement for activity in modulating the signaling of the Hedgehog Pathway before being tested under this Agreement, in which case, such molecule shall be governed by the Hedgehog Agreement; or
– a molecule that is independently developed by Licensee or in-licensed by Licensee, including as may be subsequently modified by Licensee, from a Third Party, in the case of either, unless Licensee elects, in its sole discretion, by written notice to Licensor at any time while the Licensee License is in effect, to include such molecule as a Compound.

The Wnt Pathway means a signaling pathway activated by any Wnt protein. where the components of such pathway include. but are not limited to, frizzled receptors, B-catenin, Bcl9/legless, CBP, TCF/LEF and Pygopus.

Field of Use
The Field means any use excluding Ex Vivo Applications.  Ex Vivo Application means the use of Compounds to manipulate cells in vitro solely for the purpose of autologous or heterologous cell therapy for Non-Oncology Indications in humans.  Ex Vivo Application excludes any administration of a Compound, by any route of administration, to a subject for any purpose including, without limitation, any residual Compound, or active metabolite thereof, included in the final formulation of a therapeutic that is administered to a subject.

This new collaboration, in which Licensor will work exclusively with Licensee, involves the discovery and development of small molecule modulators of an undisclosed pathway that plays an important role in cell proliferation. This pathway is a key regulator of tissue formation and repair, and its abnormal activation is associated with certain cancers.

IPSCIO Record ID: 305615

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 227245

License Grant
Licensor and Licensee are entering into this Agreement to provide for Licensor to conduct further research and development involving Licensor Technology in exchange for certain funding by Licensee and for Licensor to license, and Licensee and its Affiliates to obtain a license for, the use and practice of Screens in Licensees research and development.
License Property
Product shall mean any product which uses as one of its active ingredients a Compound which is developed by or on behalf of Licensee, each developed for a therapeutic indication based on the biological activity demonstrated by the relevant Lead Compound or the Natural Ligand in the relevant Screen.

Licensor Technology shall mean (a) prior to the Effective Date, all proprietary inventions, improvements, discoveries, claims, formulae, processes, trade secrets, technologies, owned by Licensor or to which Licensor has the rights to grant licenses or sublicenses (including any academic collaborations), and relating to technology involving the transfection and expression of Targets into yeast cells and the development of such yeast cells as Screens for the discovery of potential products; and (b) after the Effective Date, all proprietary inventions, improvements, discoveries, claims, formulae, processes, trade secrets, technologies, owned by Licesor or to which Licensor has the rights to grant licenses or sublicenses, and utilized or arising under the Research Program, provided Licensor Technology shall not include any Licensee Technology as defined of the definition of Licensee Technology. For the purposes of clarity, the identity, sequence information, and structure of the Natural Ligand for any Third Party Target, or other information on the biological function of such Third Party Target are not Licensor Technology and may be provided by Licensee to Third Parties.

Surrogate Ligand shall mean any agonist molecule whose biological activity is identified or confirmed by Licensor through the use of Licensor Technology or Licensee Technology licensed to Licensor and which is biologically active against a Target thereby causing a cellular response and which is not a Natural Ligand or Analog of such Natural Ligand for such Target.

Natural Ligand shall mean a ligand produced by a human cell or a human pathogen whose biological activity is identified or confirmed through the use by Licensee (or on behalf of Licensee) or Licensor of Licensor Technology, which ligand is biologically active against a Target thereby causing a cellular response and which is reasonably confirmed to be a ligand for the Target, provided any of such Licensor Technology is proprietary to Licensor at the time of such use by Licensee or Licensor as the case may be.

Field of Use
This agreement pertains to the drug industry relating to certain technology involving the transfection and expression of certain Targets into yeast, the identification of Surrogate Ligands and Natural Ligands for certain Targets, and the development of yeast strains suitable for drug discovery research.

The research collaboration and license agreement seeks to elucidate the function of orphan G protein-coupled receptors included within the collaboration and to create high-throughput screens to discover chemical compounds (i.e., potential drugs) that interact with these receptors.

IPSCIO Record ID: 369327

License Grant
Licensor hereby grants to Licensee a royalty-bearing, worldwide, exclusive license, with the right to sublicense (subject to Section 5.5), under Licensor Know-How and Exclusive Patents, solely to Develop Collaboration Leads and Commercialize Licensed Products in the Field.

The parties will collaborate to develop biopharmaceutical products containing one or more macrocycles.

License Property
Collaboration Compound shall mean any macrocycle compound developed or generated by or on behalf of either Party (or the Parties jointly) arising from activities conducted or permitted under this Agreement, and any Analog, derivative, salt, ester, polymorphic, stereoisomer, metabolite, pro-drug form of any such Collaboration Compound. For clarity, Collaboration Compounds shall include all Collaboration Hits (including all compounds provided by Licensor to Licensee as part of the NPY2 program) and Optimized Collaboration Hits and shall exclude all other compounds first synthesized by a Party prior to the Effective Date.

The term compound when used herein shall include the particular compound structure in question, its optical isomers, plus all solvates (including hydrates), salt forms and polymorphs of the foregoing.

Licensor Core Technology shall mean all Patents and Know-How Controlled by Licensor or any of its Affiliates covering or claiming the creation of macrocycle libraries using its MATCHâ„¢ Technology, the macrocycle compounds in Licensors HITCREATEâ„¢ Library, assay methods for interrogating or selecting HITCREATEâ„¢ Libraries or any Materials Controlled by Licensor and provided to Licensee under this Agreement. For clarity, neither the generation of compounds by Licensee that are derived from the HITCREATEâ„¢ Library nor any such derived compounds, shall be considered Licensor Core Technology.

The HITCREATEâ„¢ Library is a MATCHâ„¢ Based Drug Discovery Library consisting of 21,200 macrocycles available for screening as of the Effective Date of the Agreement.

Licensor Patents shall mean all Patents (other than Patents claiming any Licensor Core Technology) Controlled by Licensor or any of its Affiliates, and containing a Valid Claim Covering any of the Collaboration Compounds or Licensed Products. For clarity, Licensor Patents shall include, if applicable, Licensors interest in Patents within its Sole Research Program IP and within the Joint Research Program IP.

Collaboration Lead(s) shall mean any Collaboration Compound that binds to or has activity with regards to the applicable Collaboration Target and is designated as a Collaboration Lead, and in each case certain Analogs as described below, along with any derivative, salt, ester, polymorphic, stereoisomer, metabolite, pro-drug form of such Collaboration Compound. Upon designation of a Collaboration Lead, such designation shall include those Analogs of the selected Collaboration Compound, which exhibit the same structure-activity relationship with the applicable Collaboration Target, such structure-activity relationship as mutually agreed in good faith by the JSC, such agreement shall require approval of (a) both Parties representatives on the JSC or (b) if the term of the JSC has expired or Licensors participation on the JSC has ceased, then the approval of designees of each Party, in each case with a Partys consent not to be unreasonably withheld.

Field of Use
The collaboration will deploy Licensor’s proprietary drug discovery technology, Macrocyclic Template Chemistry (MATCH™), to identify and develop new drug candidates for multiple targets in diverse therapeutic areas.

The goal of the collaboration is to explore the molecular chemistry space accessed by MATCHâ„¢ to discover novel bioactive macrocycles. These macrocycles represent a distinct and underexplored compound class that displays favorable characteristics exhibited by large biomolecules, such as high potency and selectivity, while maintaining the benefits typically associated with small molecule drugs, such as high oral availability and low cost of goods. The collaboration will deploy Licensors proprietary drug discovery technology,

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: 344537

License Grant
The Canadian Licensor grants an exclusive right and license or sublicense during the Term under the Licensed Licensor Rights to research, develop, make, have made, use, sell, distribute and import Compounds and Collaboration Products in the Field throughout the Territory pursuant to a Research and Development Program or a Commercialization Program; provided, that, Licensor retains, for itself and its Affiliates, the rights under the Licensed Licensor Rights, to research, develop, make, have made, use, sell and import Compounds and Collaboration Products in the Field throughout the Territory in order to conduct those activities assigned to it in a Research and Development Program or a Commercialization Program.  Notwithstanding the foregoing, the license shall exclude the right to make or use, other than to internally make or use for research purposes in the Field, develop, import, sell or offer for sale  Non-ND Partner Selected Compounds, and Products containing Non-ND Partner Selected Compounds, Licensor Non-ND Selected Compounds and Products containing Licensor Non-ND Selected Compounds, and Opt-Out Non-ND Partner Selected HDAC Inhibitors and Products containing Opt-Out Non-ND Partner Selected HDAC Inhibitors.

This agreement includes a non-exclusive grant back to Licensor.

License Property
Licensor has developed and owns and/or controls patents and patent applications claiming pan and isotypic selective small molecule inhibitors directly, specifically and solely targeting HDAC enzymatic activity, an enzyme family regulating gene expression, has the biological tools for research into HDAC expression in diseases, and has medicinal, combinatorial, analytical and computational expertise to design and synthesize HDAC inhibitors as well as other possible therapeutics in the Field.

Compounds means compounds that were or are identified, synthesized, discovered, designed or acquired by or on behalf of (A) Licensor or its Affiliates either prior to the date hereof or during the Term, (B) Licensee or its Affiliates during the term of the Research and Development Program, or (C) a Non-ND Partner or its Affiliates either prior to the date hereof or during the Term, but only if during the term of a Non-ND Research Program; either are HDAC Inhibitors or (b) are developed pursuant to the Collaboration (subject to the last sentence of this defined term Compound); possess certain basic drug characteristics and range of chemotypes with pan and sub-type selective HDAC inhibition characteristics, as mutually agreed to by the Parties from time to time; and are used or useful in the Field.

HDAC means HDAC Class I and HDAC Class II, collectively.

HDAC Inhibitors means Small Molecules that directly inhibit HDAC Class I or HDAC Class II enzymatic activity or which have therapeutic effect through the inhibition of HDAC Class I or HDAC Class II enzymes.

Licensor Program Compounds means the approximately(± 5%) 1014 Compounds.

Field of Use
The rights is to Licensor's HDAC inhibitors for specific neurodegenerative diseases.

Field means the treatment or prevention of Huntingtons disease, Parkinsons disease, Alzheimers disease, and the Other Neurodegenerative Diseases using an HDAC Inhibitor or any Compound developed pursuant to the Collaboration; provided, however, that the term Field shall cease to include ALS or Dementia if, as to a particular Subject Indication.

'Applicable Field' means the Field, but only as to the disease indications within the Research and Development Program that is the subject of a Back-Out (i.e., the AD R&D Program, the HD R&D Program or the PD R&D Program), in each case including any of the Other Neurodegenerative Diseases.

IPSCIO Record ID: 299264

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

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

In addition to Licensees non-exclusive right to use Licensor Technology as necessary to conduct activities under the Research Program, Licensor grants an exclusive, worldwide license, with the right to sublicense to use such Licensor Technology as is necessary to make, have made, use, have used, sell, have sold, import and export Active Compounds, Development Compounds and/or Products in the Territory.

License Property
Licensor has developed, licensed and/or owns certain drug discovery technology and intellectual property rights, including chemical library design software, multi-parallel synthesis and purification methods, chemical libraries suitable for high throughput biological screening assays and medicinal chemistry.

Initial target is Type 3 Phosphodiesterases.

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

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

IPSCIO Record ID: 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: 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: 211827

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

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

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

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

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

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

IPSCIO Record ID: 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: 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: 309678

License Grant
The Licensor hereby grants to the Japanese Licensee an exclusive (even as to Licensor (Licensor Retained Rights)) license under the Licensor Technology and Licensor’s interest in the Collaboration Technology (with the right to grant sublicenses (Licensee Sublicensing Rights)), solely to conduct any Project during the Research Term (the “Research License”). Licensor will disclose all Licensor Technology to Licensee immediately upon execution of this Agreement or from time to time upon request of Licensee.
License Property
Licensor Technology means Licensor Know-How and Licensor Patent Rights. Collaboration Technology means Collaboration Know-How and Collaboration Patent Rights.

Licensor has expertise and proprietary technical information and know-how relating to application of protein folding, trafficking and clearance-based, small molecule therapeutics for the treatment of diseases and is committed to the research and development of therapeutic methods and products for the treatment of diseases.

Licensed Product means any product for use in the Field that contains a Development Compound (or any pharmaceutically acceptable radioisomers, stereoisomers, racemates, solvates, salt forms, bases, anhydrides, hydrates, polymorphs, prodrugs, and ester forms thereof) as an Active Ingredient.

Development Compound means an Active Compound in a Hit Series or derived from a Hit Series that is designated by Licensee, in Licensee’s sole discretion, for further Development by Licensee’s exercise of its Development Option for that Active Compound in accordance with this agreement (Development Compounds). For avoidance of doubt, Development Compound includes Co-Developed Compounds.

Active Compound means a Compound that is shown in functional, in vitro testing using living human cells, and appropriately counter-screened or otherwise verified, to satisfy the threshold criteria set forth in the Research Plan for an effect as a UPR Modulator in the Indication specified by the Research Plan for the relevant Project.

The Licensor’s DRT™ platform utilizes functionally pertinent assays and disease relevant models to identify highly translatable therapies associated with the modulation of protein homeostasis pathways within the cell.

Field of Use
Licensee is intended to reduce the accumulation of unfolded proteins in the endoplasmic reticulum, which is observed in many diseases caused by an imbalance in the proteostasis network, including genetic, neurodegenerative and retinal degenerative diseases.

The proteostasis network (PN) comprises the intricately regulated interplay of signaling processes and molecular machines involved in the synthesis, folding, and clearance of the diverse spectrum of proteins comprising the folded, native proteome.

The collaboration will focus on one genetic disease, and further explore additional indications that can be affected through modulation of the UPR pathway. Stress induced by accumulation of unfolded proteins in the endoplasmic reticulum (ER) is observed in many diseases which are now recognized as protein conformational diseases, including genetic diseases, neurodegenerative diseases, and retinal degenerative diseases. Selective modulation of the UPR pathway in non-clinical investigations improved the stress response and restored function, suggesting that it can be beneficial as potential novel disease-modifying therapies for multiple diseases with high unmet medical needs.

A novel approach to drug discovery will enable rapid discovery and development of therapies for important unmet medical needs.  The collaboration will focus on one genetic disease, and further explore additional indications that can be affected through modulation of the UPR pathway. Stress induced by accumulation of unfolded proteins in the endoplasmic reticulum (ER) is observed in many diseases which are now recognized as protein conformational diseases, including genetic diseases, neurodegenerative diseases, and retinal degenerative diseases. Selective modulation of the UPR pathway in non-clinical investigations improved the stress response and restored function, suggesting that it can be beneficial as potential novel disease-modifying therapies for multiple diseases with high unmet medical needs.

Licensee is engaged in the research, development, production, marketing and sale of therapeutics and is interested in the development and commercialization of pharmaceutical products for treatment  through regulation of the proteostasis network with a focus on modulations of the human unfolded protein response (UPR).

IPSCIO Record ID: 367570

License Grant
By this agreement, the Parties will jointly carry out research and development programs to discover and develop boron-based small molecule compounds directed against four targets.

For the Options, Licensor grants the exclusive right, exercisable at Licensees sole discretion, to elect to include any or all of the following as Licensee Development Compounds
–  With respect to Project 1 the Candidate Selection Compound or PoC Compound, as applicable, from Project 1 that triggered Licensees right to exercise its Candidate Selection Option or PoC Option, as applicable, all Back-Up Compounds and Follow-On Compounds with respect thereto, and  all other Collaboration Compounds under development in Project 1 that are Hits;
–  With respect to each TPP Subprogram in Project 2, the PoC Compound from such Target Product Profile or TPP Subprogram in Project 2 that triggered Licensees right to exercise its PoC Option, all Back-Up Compounds with respect thereto, and all other Collaboration Compounds included within such TPP Subprogram in Project 2 that have at a minimum achieved the Lead Declaration Criteria, as confirmed by the JRC;
–  With respect to Project 3, the PoC Compound that triggered Licensees right to exercise its PoC Option, all Back-Up Compounds with respect thereto, and all other Collaboration Compounds included in Project 3 that have at a minimum achieved the Lead Declaration Criteria, as confirmed by the JRC; and
–  With respect to each TPP Subprogram in Project 4, the PoC Compound that triggered Licensees right to exercise its PoC Option, all Back-Up Compounds with respect thereto, and all other Collaboration Compounds included within such TPP Subprogram in Project 4 that have at a minimum achieved the Lead Declaration Criteria, as confirmed by the JRC.

For the Research Collaboration, Licensor grants a non-exclusive license under the Licensor IP, solely as and to the extent necessary or important to conduct activities for which Licensee is responsible under the Research Plans during the Research Collaboration Term.

For the Development and Commercialization, Licensor grants the exclusive right and license in the Territory, with the right to grant sublicenses, under the Licensor IP to make, have made, use, sell, offer for sale and import the Licensee Collaboration Compounds as and into Products in the Field during the Term.

License Property
Licensor possesses proprietary technology and know-how related to the discovery, identification, synthesis and development of boron-based small molecule drug candidates.

Target means any of the following the hepatitis C virus protease; LeuRS;  P-lactamase; or the Designated Target, which target shall be selected from the following two targets transpeptidase and signal peptidase.

Licensor Compound means a boron-containing small molecule compound Controlled by Licensor or a Licensor Affiliate.

LeuRS means bacterial leucyl tRNA synthetase.

PoC Compound means a Collaboration Compound resulting from PoC Trials.

Field of Use
The research and development collaboration is for the discovery, development and worldwide commercialization of boron-based systemic anti-infectives.

The Field means any use or purpose, including the treatment, palliation, and/or prevention of any human or animal disease, disorder or condition; provided, however, that the Field shall specifically exclude the treatment, palliation, and/or prevention of onychomycosis.

Onychomycosis is a fungal infection of the nails that causes discoloration, thickening, and separation from the nail bed.

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: 223130

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

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

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

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

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

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

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

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

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

Licensor Prior Aspartyl Protease Patents

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

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

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

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

Disclaimer: The information gathered from RoyaltySource® database was sourced from the U.S. Securities and Exchange Commission EDGAR Filings and other public records. While we believe the sources to be reliable, this does not guarantee the accuracy or completeness of the information provided. Further, the information is supplied as general guidance and is not intended to represent or be a substitute for a detailed analysis or professional judgment. This information is for private use only and may not be resold or reproduced without permission.