Royalty Report: Drugs, Drug Discovery, Cancer – Collection: 289753

$150.00

Curated Royalty Rate Report
Category: Technology Licenses, Created On: 2022-04-28, Record Count: 11

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: 11

Primary Industries

  • Drugs
  • Drug Discovery
  • Cancer
  • Assay
  • Diagnostic
  • Biotechnology
  • Antibody
  • DNA
  • Genome
  • Proteins
  • Test/Monitoring
  • Content
  • Medical Info
  • Therapeutic

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: 289753

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 286086

License Grant
Licensor hereby grants to Licensee an exclusive (even as to Licensor) license, with the right to grant sublicenses, under Licensed Patents and Licensed Know-How to conduct research in the field, develop, make, have made, use, sell, offer for sale, and import Licensed Product, in the territory, in the field, subject to the terms and conditions of this agreement and subject to any retained rights by the existing Licensors pursuant to the Allergan Agreement and the Ligand Agreement.  

Licensor shall also grant to Licensee a non-exclusive, royalty free license to any patents (other than Licensed Patent(s) covering a Licensed Product where such patent was filed by and is owned by Licensor or its affiliate (other than an entity which became an affiliate through a change in control of Licensor) and where such license is necessary for development or commercialization of such Licensed Product in the jurisdiction in which such patent was granted (hereinafter, referred to as a DEB Locking License). Licensor or its acquirer or successor-in-interest in a merger shall not be required to grant to Licensee a DEB Locking License where the patent-at-issue was owned by the acquirer or merger partner prior to the acquisition or merger.

License Property
Licensed Product shall mean any pharmaceutical product (in any form, strength or package size) containing one or more Licensed Compounds as an active ingredient.
Licensed Compounds shall mean the Allergan Compounds and any compounds for which royalties would be due to Allergan or Ligand under the Allergan Agreement or Ligand Agreement respectively, other than the excluded compounds.

Allergan Compounds shall mean the transferred Compounds other than the excluded Compounds.

Allergan Patents shall mean those patents and patent applications licensed to Licensor pursuant to the Allergan Agreement. For clarity, the Allergan Patents do not include the excluded Patents.

A list of the Ligand Patents is provided of the Allergan Agreement.
5,906,920 – Methods for the detection of ligands for retinoid X receptors
5,707,800 – Retinoic acid response elements and assays employing same
5,602,009 – Dominant negative chimeras of the steroid/thyroid superfamily of receptors

The extensive portfolio of compounds includes selective retinoic acid receptor agonists and antagonists and rexinoids, the latter being small molecule synthetic compounds.

Field of Use
The portfolio of technology and intellectual property centers around nuclear receptors with new generation oncology product candidates for blood and solid tumor cancers and cancer supportive care.

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: 314349

License Grant
Licensor hereby grants to Licensee a nonexclusive, worldwide right and license Under Licensor Intellectual Property, with the right to grant sublicenses without Licensors approval to Licensee Affiliate(s) and otherwise with Licensors approval, which approval shall not be unreasonably withheld, to identify, make, have made, import, modify, use, develop, test and file for regulatory approval on Licensee Compounds and/or Licensor Compounds for the benefit of Licensees discovery, development and commercial preparation of Licensee Compounds and/or Licensor Leads for use in the  Field.

Licensor hereby grants to Licensee a nonexclusive, perpetual worldwide license to make, have made, import, use, and/or develop any Program Invention(s), for which one or more employees of Licensor is/are the only Inventor(s) of such Program Invention and for which Licensee has a nonexclusive license, a nonexclusive right and license, during the Research Term, to practice any Program Invention and/or Joint Program Invention assigned to Licensor.

Licensor hereby grants to Licensee a perpetual, worldwide right and license under Licensor Intellectual Property, as applied specifically and solely to Licensee Compounds and/or Licensor Leads, with the right to grant sublicenses, to make, have made, modify, import, use, promote, offer to sell and sell Licensee Compounds and/or Licensor Leads for any purpose.

License Property
Product shall mean (a) any pharmaceutical formulation(s) containing one or more Licensee Compounds and/or Licensor Leads which is/are intended and promoted for human or animal use; or (b) a diagnostic product comprising one or more Licensee Compounds and/or Licensor Leads that is intended and promoted for the detection and/or monitoring of mycotic infections or diseases in humans, animals or plant protection; or (c) a plant protection formulation comprising one or more Licensee Compounds and/or Licensor Leads that is intended and promoted for the treatment, cure or prevention of mycotic  diseases or infections in plants.

Licensee Compound shall mean any synthetic chemical compound or biological material, which compound or material
        A.  is represented in compound libraries/collections owned or controlled by Licensee and/or Licensee Affiliate (where Affiliate' is defined hereinbelow) as of the Effective Date, whether or not the same compound or material is represented in compound libraries/collections owned or controlled by Licensor and/or Licensor Affiliate as of the Effective Date; or
        B.  is acquired by or prepared by Licensee independently of the Research Program; or
        C.  is acquired or prepared by Licensee under the Research Program, including any analog of any Licensor Compound (as defined hereinbelow) prepared by Licensee, but excluding any Licensor Compound prepared by Licensee; or
        D.  is discovered or identified by or for Licensee based on criteria developed under the Research Program.

Licensor Compound shall mean any synthetic chemical compound or biological material that has demonstrated antifungal activity according to Licensors translation inhibition screening assays, which  
        A. is either owned by or licensed, with permission to sublicense, to Licensor as of the Effective Date, including but not limited to a compound or material provided to Licensee by Licensor under the provisions of the Material Transfer Agreement between Licensor and Licensee effective June 7, 1995; or
        B. is in-licensed by, with the right to sublicense, or acquired by Licensor during the Research Term and which does not correspond to an Licensee Compound within Licensees or an Licensee Affiliates libraries/collections prior to the date of acquisition by Licensor; or
        C. is any salt, ester, amide, complex, chelate, hydrate, isomer, stereoisomer, crystalline or amorphous form, prodrug, metabolite, metabolic precursor, or analog of any of the above included compounds or materials.

Program Inventions shall mean all inventions, innovations, improvements, ideas, discoveries, technology, know-how, methods, applications and products (whether or not patentable) arising under the Research Program, which are conceived, derived, reduced to practice, made or developed during the term of and the four (4) months following conclusion of the Research Program by one or more individuals who are employees of one of the parties at the time of the inventive contribution of such individual(s).

Joint Program Inventions shall mean all inventions, innovations, improvements, ideas, discoveries, technology, know-how, methods, applications and products (whether or not patentable) arising under the Research Program, which are conceived, derived, reduced to practice, made or developed during the term of and the four (4) months following the conclusion of the Program by at least two individuals, at least one individual of which is an employee, at the time of the inventive contribution of such individual, of one of the parties hereto, and at least  one individual of which is an employee, at the time of the inventive contribution of such individual, of the other party hereto.

Licensor Lead shall mean a Licensor Compound which (a) in the judgment of the JMT under the Research Program, demonstrates selective fungal translation inhibition according to Licensors mycotic in vitro translation assays and mammalian in vitro translation assays; and (b) demonstrates an MIC equal to or less than 25ug/ml v. Candida albicans CCH 442, or such other Candida strain(s) agreed upon by the JMT; and (c) has a chemical structure amenable to modification through medicinal or combinatorial chemistry, as judged by the JMT. A compound or material shall cease to be a Licensor Lead if, after three (3) twelve (12) – month periods following the termination or expiration of the Research Term, Licensee has not Identified such compound or material to Licensor as among the up to ten (10) Licensor Leads that Licensee has selected as being those to which Licensee desires to retain exclusive rights, to the extent that Licensor can grant such exclusive rights.

Licensor is a drug discovery company focused on the identification of novel leads and the development of potential drug candidates for the treatment of infectious diseases.

Field of Use
Field shall mean the treatment, mitigation, cure, prevention, detection, and/or monitoring of fungal (mycotic) infections or diseases, not including those caused by Pneumocystis carinii, in humans, animals and/or plant protection.

IPSCIO Record ID: 289175

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 289241

License Grant
Licensor grants the German Licensee an exclusive, worldwide, sublicensable license under the Licensor Technology to research, develop, make, have made, use, sell and import for sale Licensed Compounds and Licensed Products in the Field.

Licensor also grants a nonexclusive, worldwide, sublicensable license under Non-uPA Inhibitor Patents to carry out research and development in respect of uPA Inhibitor Compounds during the Research Program and to use any results of such research and development for the development, manufacture or commercialization of Licensed Compounds and Licensed Products.

Licensor also grants a nonexclusive, worldwide, sublicensable license under Improvements that are Controlled by Licensor during the term of this Agreement to research, develop, make, have made, use, sell and import for sale Licensed Products in the Field.

License Property
Licensor has identified a class of non-peptidic, potent urokinase plasminogen activator (uPA) inhibitors with potential application in various therapeutic fields.

Urokinase Plasminogen Activator (uPA) Inhibitor means a compound that has uPA Ki as determinated by Licensor using a standardized assay reasonably acceptable to the Joint Research Committee less than 1.0 micromolar, and selectivity with respect to the Ki for the compound for uPA of at least 2X with respect to the Ki, as determined by Licensor using a standardized assay reasonably acceptable to the Joint Research Committee, for complement proteases; and selectivity with respect to the Ki for the compound for uPA of at least 10X with respect to the Ki, as determined by Licensor using a standardized assay reasonable acceptable to the Joint Research Committee, for Thrombin, Factor VIIa and Xa.

Licensor Technology means Licensor Know-How and Licensor Patents.

Licensed Compound means a Base Compound or a New Compound.

Licensed Product means a product in finished dosage form containing a Licensed Compound as active ingredient for use in the Field.

Base Compound' means a uPA Inhibitor existing at the Effective Date which falls within the claims of the Patents referenced or falls within the same Chemical Class as such compounds; or falls within Licensors orally available uPA Inhibitor lead series, exemplified by 5-bromo-4 (phenylamino) thiophene-2-carboxamidine hydrochloride and derivatives thereof, as described in the Outline Research Plan.

New Compound means any uPA Inhibitor and members of the same Chemical Class which is identified, discovered, created or synthesized by Licensor in the course of the Research Program; any chemical entity, and any member of the same Chemical Class as such chemical entity, that is identified, discovered, created or synthesized by Licensor and is  discovered during the Research Term, but outside of the Research Program, to be a uPA Inhibitor, to the extent that such chemical entity is Controlled by Licensor; and any chemical entity, and any member of the same Chemical Class as such chemical entity that is identified, discovered, created or synthesized by Licensor and is discovered to be a uPA Inhibitor after the end of the Research Term but within 6 months thereafter, to the extent that such chemical entity is Controlled by Licensor.

Licensor Non-uPA Inhibitor Compounds mean compounds and data relating to such compounds discovered during the Research Program by Licensor which do not constitute uPA Inhibitors but which the Joint Research Committee considers have some biological activity of interest to the Research Program or are of potential commercial interest to Licensee.

Licensor Non-uPA Inhibitor Patents means Patents Controlled by Licensor which claim Non-uPA Inhibitor Compounds.

Licensor Patents means Heteroaryl Amidines, Methyl Amidines and Guanidines…; Patents to be filed by Licensor that claim Licensors orally available uPA Inhibitor lead series, and derivatives thereof, as described in the Outline Research Plan; and Patents that claim New Compounds.

Field of Use
The Field means all uses of Licensed Products for the prevention, treatment, cure or mitigation of all disease states, conditions, disorders and indications in humans.  Among the therapeutic indications under consideratlon are Solid Tumor Growth ( Chemotherapy) e.g. breast. lung, prostate;  Aortic Aneurysm (prevention); Post-PTCA Restenosis (t stent); Rheumatoid Arthtitis, Inflammation; Macular Degeneration; and, Wound Fibrosis (keloid formation, scarring).

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: 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: 203285

License Grant
Licensor grants an exclusive, worldwide, non-transferable, license, with the right to sublicense, under the Licensor Patent Rights and Know-How to make, use, including in activities directed at the research and Development of Licensed Compounds, have made, sell, have sold, offer to sell, export, import and otherwise exploit or Commercialize Licensed Compounds and Licensed Products in the Field in the Territory.

Licensor grants a non-transferable, non-exclusive license, with the right to sublicense, under the Licensor Other Patent Rights solely to the extent reasonably necessary to make, use (including in activities directed at the research and Development of Licensed Compounds), have made, sell, offer to sell, export and import and otherwise exploit or Commercialize Licensed Compounds and Licensed Products in the Field in the Territory.

License Property
MS564929 Toxicology Studies means the two (2) toxicology reports due n the IND covering the BMS compound designated BMS564929, specifically the 6 onth oral toxicology studies in rats and dogs.

6,670,386 – Bicyclic modulators of androgen receptor function

The licensed compounds and patents relate to controlling various diseases and cancers.

Field of Use
The Field means the diagnosis, prevention, treatment or control of any human or animal disease, disorder or condition, excluding the prevention, treatment or control of any human or animal hyperproliferative disease, disorder or condition. For purposes of clarity, hyperproliferative diseases, disorders and conditions are those diseases, disorders or conditions which are characterized by an abnormal increase in the proliferation or accumulation of cells and include conditions such as cancers and benign hyperplasia, but not diseases, disorders or conditions incident to an abnormal increase in the proliferation or accumulation of cells.

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: 223154

License Grant
For Ownership of Licensor Accessible Libraries and Licensor Patents, Licensor grants a worldwide, exclusive license, including the right to sublicense, in the Field under such patent to make, have made, use, sell, have sold, import and have imported Licensed Products, provided that Licensor is not contractually prohibited from granting such an exclusive license.  

For the License Under All Licensor Research Program Patents, Licensor grants a non-exclusive license in the Field under all Research Program Patents owned by Licensor to the extent such patents cover making, using, selling, offering for sale or importing a Qualified Lead Compound, an Active Compound or a Licensed Product.

License Property
Licensor DirectedDiversity(R) Technology means Licensor Patents and know-how in effect at the time of the Effective Date of this Agreement that relate to generating and utilizing a DirectedDiversity(R) Chemical Library,  including patents for System, method, and computer program product for at least partially automatically generating chemical compounds with desired properties from a list of potential chemical compounds to synthesize. This term also includes any discoveries, improvements, inventions and modifications made during the Research Program to the extent that they relate to Licensor DirectedDiversity(R) Technology.

DirectedDiversity® Chemical Library means a computer-generated library of compounds containing integrated structure•activity and synthesis data.

Active Compound means a Qualified Lead Compound or a compound derived from a Qualified Lead Compound that has been formally selected by Licensee after recommendation by the Research Steering Committee for preclinical development as evidenced by initiation of a Licensee supported range finding toxicology study to be performed by the Licensee Toxicology Department or its designate.

The Licensed Product means any commercial product containing an Active Compound.  

Licensor Accessible Libraries means anyDirectedDiversity® Chemical Library that is generated by Licensor outside of the Research Program.

Field of Use
The Field is human therapeutic and diagnostic uses of Qualified Lead Compounds or Active Compounds against Targets.
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