Royalty Report: Drugs, Drug Discovery, Diagnostic – Collection: 290397

For the License Grant, Licensor grants a nonexclusive, non-sublicensable, sublicense under the exclusive rights granted to Licensor herein to research, develop, make and use (but not to, have made, sell, or offer for sale) Licensed Biologic Products for Licensee internal research only.

Licenses to Licensee Under the Queen Patents
Licensor grants through the fifth anniversary of the Effective Date the right, upon written notice to Licensor, to receive licenses under the Licensor Antibody Humanization Patent Rights for the Licensee Antigens. Licensee shall identify each Licensee Antigen prior to IND Filing for the associated Licensed Queen Product. Each license shall be a nonexclusive, worldwide, transferable, license under the Licensor Antibody Humanization Patent Rights to make, have made, use, import, offer for sale and sell or otherwise dispose of Licensed Queen Product pursuant to a Licensor License Agreement to be executed by the Parties after such written notice.

Licensor Antigens shall mean an antigen selected by Licensee and approved by Licensor for the grant by Licensor to Licensee of a license to its Licensor Antibody Humanization Patent Rights, up to a limit of three antigens. Licensee shall identify each such Licensee Antigen after the Effective Date, but no later than the IND filing date for each associated Licensed Queen Product.

Licensed Queen Products shall mean any Antibody that binds to an Licensee Antigen whose development, manufacture, import, export, use, offer for sale or sale would infringe a Valid Queen Claim absent a license to one or more of the Queen Patents.

Diagnostic Field shall mean any use for the diagnosis, prognosis, or monitoring of a human disease or disorder.

Licensor grants the nonexclusive license, or sublicense as the case may be, under Licensors patent rights, copyrights and other intellectual property rights in the Licensor Databases and all methods and techniques utilized by Licensor to produce, maintain, access and search the Licensor Databases solely to use the Licensor Databases for such purposes.

Licensor grants the nonexclusive, worldwide license,without the right to grant sublicenses, to practice and use all such assays both for use in the Research Program, and for research purposes, unrelated to the Research Program or Licensor related to the research and development of antigens and/or antibodies. Licensee shall make the antibody generation/isolation technologies of a specific Third Party available for use by  Licensee in the performance of its obligations.

Licensor grants a nonexclusive license, or sublicense as the case may be, under the Licensed Licensor Intellectual Property, without right to grant Sublicences, in the Research Field solely to conduct its obligations under the Research Program and to conduct additional preclinical research as permitted.

Licensor grants a nonexclusive license, or sublicense as the case may be, under the Licensed Licensor Intellectual Property, without right to grant Sublicenses, to research, develop, make and use, but not to transfer, sell, lease, offer to sell or lease, or otherwise transfer title to or an interest in, Antibody Cells that contain, express or secrete Antibodies to the Licensee Optioned Antigens solely for use in the Research Field, and to research, develop, make and use (but not to transfer, sell, lease, offer to sell or lease, or otherwise transfer title to or an interest in Antibodies that bind to the Licensee Optioned Antigens and Genetic Material that encodes such Antibodies, solely for use in the Research Field for the research and development of potential Licensee Products.

During the Research term, Licenses grant to the related antigens are exclusive.

Licensor Product shall mean, with respect to any Licensor Licensed Antigen, any product comprising an Antibody which binds to such Licensor Licensed Antigen, or Genetic Material that encodes such an Antibody wherein, in respect of each Licensor Product, said Genetic Material does not encode multiple antibodies.

Licensor Technology is Antigens, Genetic Materials that encode the Antigens, amino acid sequences of such Anligens cell lines or other expression systems that contain, express or secrete such Antigens or Genetic Material that encodes such Antigens, and all uses of the foregoing; all antibodies that bind to an Antigen, Genetic Materials that encode such antibodies, amino acid sequences of such antibodies, Antibody Cells that contain, express or secrete such antibodies or Genetic Materials that encode such antibodies, and all uses of the foregoing; all methods and techniques of identifying or producing the Antigens or antibodies thereto; and all information, and all tangible and intangible embodiments, regarding the foregoing; in each case, which was acquired, conceived, reduced to practice or otherwise derived by Licensor prior to the date on which a XenoMouse Animal was immunized with the applicable Antigen hereunder; provided, however, that Licensor Technology and Information shall exclude Licensee Technology and Information.

This agreement expands the Parties strategic alliance to develop and commercialize up to 250 fully human antibody drug candidates across all disease areas.

During the Research term, Licensor shall not make any other grant to the related antigens.

Licensor Licensed Antigens shall mean all Licensor Optioned Antigens for which Licensor has exercised an option to obtain a commercial license, and Licensor Licensed Antigen shall mean any one of the Licensor Licensed Antigens.

Licensor Optioned Antigens shall mean all antigens which are selected from the Eligible Antigens by Licensor, for which Licensee has the right to grant Licensor the commercial license, and which are not Licensed Antigens, and Licensor Optioned Antigen shall mean any one of the Licensor Optioned Antigens.

The Diagnostic Field shall mean the use of Products for the following human medical purposes the detection, diagnosis and monitoring of any disease, predisposition, state or condition in humans or the selection of a particular patient(s) to receive a particular therapeutic treatment(s).

The Therapeutic Field shall mean the use of Products for the following human medical purposes the prevention or treatment of any disease, state or condition in humans.

The expanded alliance agreement is to develop and commercialize up to 250 fully human antibody drug candidates across all disease areas.

The goal of the five-year alliance is to develop antibody therapeutics against promising antibody drug targets in the human genome. The candidates are intended to treat a broad range of diseases, including metabolic diseases, cancer, inflammation, and autoimmune disorders.

During the Research term of this agreement, Licensee shall not make any other grant to the related antigens.

Antigens shall mean, collectively, the Research Antigens, Eligible Antigens, Optioned Antigens and Licensed Antigens, and Antigen shall mean any one of the Antigens.

Research Antigens shall mean, collectively, the antigens which are selected by the Collaboration, Licensor or Licensee for use in the Research Program, for which Licensor and Licensee have the right to grant the other party the commercial license, and which are not Optioned Antigens or Licensed Antigens, and Research Antigen shall mean any one of the Research Antigens.

The Diagnostic Field shall mean the use of Products for the following human medical purposes the detection, diagnosis and monitoring of any disease, predisposition, state or condition in humans or the selection of a particular patient(s) to receive a particular therapeutic treatment(s).

The Therapeutic Field shall mean the use of Products for the following human medical purposes the prevention or treatment of any disease, state or condition in humans.

The goal of the five-year alliance is to develop antibody therapeutics against promising antibody drug targets in the human genome. The candidates are intended to treat a broad range of diseases, including metabolic diseases, cancer, inflammation, and autoimmune disorders.

Antibody means any antibody directed against an Antigen, including without limitation, monospecific and bispecific antibodies, but a separate license shall be required for each Antigen targeted by a bispecific antibody; less than full-length antibody forms such as Fv, Fab, and F(ab’)2; single-chain antibodies; and antibody conjugates bound to a toxin, label or other moiety.

Antigen means the CD40 antigen designated by Licensee.

CD40 is an integral membrane protein found on the surface of B lymphocytes, dendritic cells, follicular dendritic cells, hematopoietic progenitor cells, epithelial cells, and carcinomas. It is a 45-50 kDa glycoprotein of 277 aa, which is a member of the tumor necrosis factor receptor superfamily.