Royalty Report: Drugs, Cancer, Drug Discovery – Collection: 291169

$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
  • Cancer
  • Drug Discovery
  • Antibody
  • Disease
  • Therapeutic
  • cell therapy
  • Molecular
  • Vaccine
  • Cell Line
  • Proteins
  • Genome
  • Medical

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: 291169

License Grant
Licensor hereby grants to Japanese Licensee, in the Field and within the Territory
(a) a non-exclusive right and license, with the right to sublicense, under the Licensor Background Technology to make, have made, use, sell and import Program Antibodies;
(b) a non-exclusive right and license, with the right to sublicense, under any Patent Rights and Know-How Controlled by Licensor Covering any control antibodies provided by Licensor for the sole purpose of using such control antibodies to evaluate the Program Antibodies; and
(c) an exclusive right and license, with the right to sublicense, under any Program Patent Rights or other Patent Rights and Know-How Controlled by Licensor Covering each antibody-producing cell line created by Licensor that expresses a Program Antibody provided by Licensor, for the sole purpose of using such cell line to produce the applicable Program Antibody.
License Property
Licensor Background Technology means any and all Know-How and Patent Rights owned by Licensor as of the Effective Date or that come to be Controlled by Licensor during the Program Term (other than the Program Technology) and, in particular, any such Patent Rights and Know-How Covering any Collaboration Target, Program Antibody or Collaboration Product, that are necessary for (a) research related to Collaboration Target(s) or (b) Research and Development, Manufacture or commercialization of Program Antibody(ies) or Collaboration Product(s). For the avoidance of doubt, the Parties acknowledge that, to the extent any Licensor Background Technology is covered by a license or other agreement with a Third Party, such Licensor Background Technology shall, for all purposes of this Agreement, be subject to the limitations, restrictions and financial obligations established in such Third Party license or agreement, with Licensee being responsible for payment of the portion of the financial obligations related to this Agreement arising as a result of the Collaboration. Licensor Background Technology excludes the Human Engineeringâ„¢ Technology.

Antibody means any immunoglobulin molecule whether in monospecific or any other form and shall include, without limitation, immunoglobulin fragments, such as Fv, Fab, F(ab’) and single-chain antibodies.

Program Antibody means an Antibody Product that (a) is identified or discovered by Licensor in the course of the Collaboration, or (b) the Parties agree to acquire from a Third Party, and, in the case of clauses (a) and (b), selectively binds to and acts through a Collaboration Target; provided, however, that in no event shall an Antibody Product that is subject to one or more Pre-existing Obligations become a Program Antibody unless such designation is affirmatively agreed to by the Joint Steering Committee after disclosure of the nature of such Pre-existing Obligation(s) by the applicable Party, such agreement not to be unreasonably withheld or delayed.

Antibody Product means any composition of matter or article of manufacture consisting essentially of an Antibody (a) alone or (b) integrally associated with a composition of matter or article of manufacture (including without limitation conjugates bound to a toxin, label or other moiety) providing therapeutic, half-life, safety or other advantages to the Antibody.

Program Patent Rights means any Patent Rights Controlled by a Party or jointly by the Parties that Cover any Program Technology or Program Materials.

Patent Rights means all patents and patent applications existing as of the Effective Date and all patent applications thereafter filed and patents thereafter issued, including, without limitation, any continuations, continuations-in-part, divisionals, provisionals or any substitute applications, any patent issued with respect to any such patent applications, any reissue, reexamination, renewal or extension (including any supplemental protection certificate) of any such patent, and any confirmation patent or registration patent or patent of addition based on any such patent, and all foreign counterparts of any of the foregoing.

Field of Use
Field means any and all uses except, until the expiration or termination of the Chiron Exclusivity Period, the diagnosis, prevention, control or treatment of Cancer.

IPSCIO Record ID: 243458

License Grant
Licensor grants, in the Field and within the Territory
– an exclusive right and license, with the right to sublicense, under Licensor’s interests in any Program Patent Rights and Program Technology relating to a Program Antibody, to make, have made, use, sell and import such Program Antibody;

– an exclusive right and license, without the right to sublicense, under Licensor’s interests in any Program Patent Rights directed to one or more Antibodies binding to and reactive with the same Target as a Program Antibody, including compositions containing, methods of using and methods of making such Antibodies, to make, have made, use, sell and import such related Antibodies.

– Licensee may sublicense the rights granted in this clause but only in conjunction with a sublicense under rights to a Program Antibody.

– a non-exclusive right and license, with the right to sublicense, under the Licensor Background Technology to make, have made, use, sell and import Program Antibodies;

– a non-exclusive right and license, with the right to sublicense, under any Patent Rights and Know-How Controlled by Licensor Covering any control antibodies provided by Licensor for the sole purpose of using such control antibodies to evaluate the Program Antibodies; and

– an exclusive right and license, with the right to sublicense, under any Program Patent Rights or other Patent Rights and Know-How Controlled by Licensor Covering each antibody-producing cell line created by Licensor that expresses a Program Antibody provided by Licensor, for the sole purpose of using such cell line to produce the applicable Program Antibody.

License Property
Licensee has designated VEGF-A the initial Target, and Licensor has accepted such Target into the Collaboration.

VEGF-A means the 165 amino acid polypeptide known as Vascular Endothelia Growth Factor-A, or any variant form thereof.

Field of Use
The antibodies are for use in the prevention or treatment of human diseases and conditions.  Field means the diagnosis, prevention, control and treatment of any human disease or condition excluding, until the expiration of the Chiron Exclusivity Period, Cancer. Upon expiration of the Chiron Exclusivity Period, Cancer shall immediately be included within the Field.

IPSCIO Record ID: 279976

License Grant
Licensor hereby grants to Licensee through the period and subject to the limitation on the number of Antigens, the right to receive for each Antigen designated by Licensee, a nonexclusive, worldwide license under the Licensor Licensed Patents to make, have made, use, import, offer to sell and sell Antibodies pursuant to a Licensor License Agreement. This right shall not extend to the Licensor Named Antigens.  The rights of Licensee under the Licensor License Agreements shall include the right to grant sublicenses for Antibodies in accordance with the terms of the applicable Licensor License Agreement.  Each license elected by Licensee hereunder shall be pursuant to a separate Licensor License Agreement and effective as of the date of execution by both parties.
License Property
Antigen means a target molecule, usually a protein, to which an Antibody specifically binds and includes all epitopes on that target molecule.

Antibody means any antibody directed against an Antigen and shall include, without limitation, monospecific and bispecific antibodies (but a separate license shall be required for the antigen involved for each arm of  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.  The term 'Antibody' shall include any and all such constructs directed against any particular Antigen.

(a) U.S. Patent No. 4,816,567 and the claims relating to chimeric antibodies found in patents or patent applications arising from divisionals, continuations or continuations-in-part of any application from which U.S. Patent No. 4,816,567 claims priority or any substitute applications therefor, any patent issued with respect to any such patent application, any reissue, extension or patent term extension of any such patent, and any confirmation patent or registration patent or patent of addition based on any such patent  as well as the foreign counterparts of the foregoing and any and all reissues, reexaminations or extensions of the foregoing (but in any event excluding U.S.S.N. 07/205,419 and foreign counterparts thereof) ('Chimera Patents') and (b)  any patent issuing based on U.S.S.N. 07/205,419 (a continuation of the application maturing into U.S. Patent No. 4,816,567) relating to the coexpression of immunoglobulin chains in recombinant host cells, as well as the divisionals, continuations or continuations-in-part of such U.S.S.N. 07/205,419.

4,816,567 – Recombinant immunoglobin preparations

Field of Use
Herceptin[R] (trastuzumab) is a humanized anti-HER2 antibody for the treatment of breast cancer.

IPSCIO Record ID: 291151

License Grant
The Irish Licensor hereby grants to Licensee a worldwide, non-exclusive, non-transferable license, without any right to sublicense, under the Licensor Patent Rights and the Licensor Know-How to (a) on its own behalf and on behalf of a Licensee Development Partner or Licensee Collaborator, make or have made Licensed Antibody Phage Display Materials; (b) on its own behalf and on behalf of a Licensee Collaborator, transfer Licensed Antibody Phage Display Materials; (c) on its own behalf and on behalf of a Licensee Development Partner or Licensee Collaborator, conduct Antibody Phage Display to identify and isolate Licensed Immunoglobulin; (d) on its own behalf and on behalf of a Licensee Development Partner or Licensee Collaborator, use the Licensor Expression Technology in connection with the use of Licensed Antibody Phage Display Materials to make or have made Research Quantities of Licensed Immunoglobulin; (e) on its own behalf and on behalf of a Licensee Development Partner or Licensee Collaborator, use Licensed Immunoglobulin or Licensed Immunoglobulin Information to research and develop, make, have made, use, offer for sale, sell and have sold, import and have imported Products for use in the treatment, prophylaxis, diagnosis or monitoring of a human disease state or condition; and (f) on its own behalf and on behalf of a Licensee Development Partner, to make, have made, use, offer for sale, sell and have sold, import and have imported Products for use in the treatment, prophylaxis, diagnosis or monitoring of a human disease state or condition.
License Property
Licensor Patent Rights means

5,618,920 – Modular assembly of antibody genes, antibodies prepared thereby and use
5,028,530 – AraB promoters and method of producing polypeptides, including cecropins, by microbiological techniques
5,846,818 – Pectate lyase signal sequence

Licensed Antibody Phage Display Materials means (i) any collection or library of polynucleotide sequences, created by and under the exclusive control of Licensee, which encodes at least one Immunoglobulin and which is contained in filamentous bacteriophage and/or bacteriophage or phagemid cloning vectors capable of propagation in bacteria; or (ii) any collection or library of bacteriophage, created by or under the exclusive control of Licensee, wherein an Immunoglobulin is expressed as a fusion protein comprising an Immunoglobulin or at least a functionally operating region of an antibody variable region and an outer surface polypeptide of a bacteriophage. For the avoidance of doubt, and without expanding the definition thereof, specifically excluded from the definition of Licensed Antibody Phage Display Materials are (x) any article of manufacture or composition of matter suitable for display, expression or secretion of an Immunoglobulin in or from any organism or system other than bacteria and (y) any materials or composition of matter otherwise meeting the definition of Licensed Antibody Phage Display Materials but created by or under the control of any entity, other than Licensee, engaged in a Commercial Antibody Phage Display Business; provided, that, notwithstanding the foregoing, any materials or composition of matter otherwise meeting the definition of Licensed Antibody Phage Display Materials but created by or under the exclusive control of a Licensee Collaborator shall constitute Licensed Antibody Phage Display Materials, but only to the extent derived by such Licensee Collaborator exclusively from Licensed Antibody Phage Display Materials created by or under the exclusive control of Licensee and properly transferred by Licensee to such Licensee Collaborator in accordance with the applicable provisions of this Agreement and such Licensee Collaborator acknowledges that the transfer restrictions and other provisions hereof apply thereto.

Licensed Immunoglobulin means any Immunoglobulin discovered, isolated or characterized by Licensee or a Licensee Collaborator (as defined above) through the use of Licensed Antibody Phage Display Materials.

Licensed Immunoglobulin Information means any data, know-how or other information relating, concerning or pertaining to a Licensed Immunoglobulin, including, without limitation, data, know-how or other information characterizing or constituting such Licensed Immunoglobulin’s polynucleotide or amino acid sequence, purported function or utility, antigen binding affinity, or physical or biochemical property.

Immunoglobulin means any molecule, including without limitation, full immunoglobulin molecules (e.g., IgG, IgM, IgE, IgA and IgD molecules) and ScFv, Fv and Fab molecules, that has an amino acid sequence by virtue of which it specifically interacts with an antigen and wherein that amino acid sequence consists essentially of a functionally operating region of an antibody variable region including, without limitation, any naturally occurring or recombinant form of such a molecule.

Licensee Collaborator means any person or entity who is an authorized end-user of Licensed Antibody Phage Display Materials, the intended recipient of Licensed Immunoglobulins or Licensed Immunoglobulin Information transferred from Licensee and/or a person or entity on whose behalf Licensee knowingly engages in Antibody Phage Display.

Development Partner means a Third Party from whom a party either in- licenses a target for development and/or commercialization by the in-licensing party or with whom a party shares the economic risk of development or commercialization of a target or product being developed or commercialized on behalf of the applicable party.

Field of Use
Licensee has installed commercially available phage display libraries for the discovery of antibodies and are utilizing Licensor's proprietary libraries to enhance our antibody technology platform.

IPSCIO Record ID: 319188

License Grant
Licensor hereby grants to Licensee a revenue-bearing license under the Licensor Licensed Patents and the Licensor Licensed Know-How to (1) Develop Licensed Antibodies and Products in the U.S., (2) Manufacture and use Licensed Antibodies and Products in the U.S. solely for Development purposes, (3) Commercialize, sell, offer for sale and import Products in the U.S. and (4) Manufacture and use Products in the U.S. solely for Commercialization purposes. The licenses set forth in subparts (1) and (2) above shall be co-exclusive and the licenses set forth in subparts (3) and (4) above shall be exclusive.

Licensor hereby grants to Licensee a royalty-bearing license under the Licensor Licensed Patents and the Licensor Licensed Know-How to (1) Develop Licensed Antibodies and Products in the Royalty Territory, (2) Manufacture and use Licensed Antibodies and Products in the Royalty Territory solely for Development purposes, (3) Commercialize, sell, offer for sale and import Products in the Royalty Territory and (4) Manufacture and use Products in the Royalty Territory solely for Commercialization purposes. The licenses set forth in subparts (1) and (2) above shall be co-exclusive and the licenses set forth in subparts (3) and (4) above shall be exclusive.

Licensor hereby grants to Licensee a non-exclusive license under the Queen Patents to (1) Develop Licensed Antibodies and Products in the Territory, (2) Manufacture and use Licensed Antibodies and Products in the Territory solely for Development purposes, (3) Commercialize, sell, offer for sale and import Products in the Territory and (4) Manufacture and use Products in the Territory solely for Commercialization purposes. Such license shall be revenue-bearing with respect to Products Commercialized in the U.S. and royalty-bearing with respect to Products Commercialized in the Royalty Territory.

License Property
CS1 antibodies (Target) includes antibodies known as HuLuc63 and PDL-241.

HuLuc63 means the Antibody that (i) contains the amino acid sequence set forth in this agreement and (ii) is the subject of an existing IND of Licensor prior to the Effective Date.

PDL-241 means the Antibody containing the amino acid sequence set forth in this agreement.

PDL-241 Product means any Product that contains or incorporates PDL-241.

Product means any pharmaceutical product that contains or incorporates a Licensed Antibody.

Licensed Antibody means an Existing Antibody or Future Antibody or, solely if Licensee exercises the Licensee Option, an Option Antibody.

Antibody means any (i) antibody, (ii) protein comprising at least one CDR portion thereof (including bispecific antibodies, single chain antibodies, domain antibodies and immunoconjugated antibodies) or (iii) adnectin; in each of (i), (ii) and (iii), whether human, humanized, chimeric, murine, synthetic or from any other source, that (a) has been raised, engineered or otherwise optimized to bind specifically and directly to the Target (whether exclusively or in addition to any other target such Antibody may modulate) and (b) competes for binding to the Target with a naturally occurring ligand of the Target, interferes with Target-Target interaction, or, once bound to the Target, exhibits antagonistic activity against the Target, agonist activity against the Target, ADCC (antibody dependent cellular cytotoxity) and/or other Fc-mediated effector function.

Queen Patent means any Patent that (a) is set forth in this agreement; or (b) is a continuation, divisional, continuation-in-part, substitution, extension, registration, confirmation, reissue, re-examination, supplementary protection certificates, confirmation patents, patent of additions or renewal of, or issues from, any Patent described in clause (a) above; or (c)  is a foreign counterpart of any of (a) or (b) above.
5,585,089 – Humanized immunoglobulins
5,693,761 – Polynucleotides encoding improved humanized immunoglobulins
5,693,762 – Humanized immunoglobulins

Licensor Licensed Patents means all Patents that are
(a) Controlled by Licensor and its Affiliates, including patents Controlled jointly with Licensee, as of the Effective Date and (i) claim a Licensed Antibody, a composition containing a Licensed Antibody (e.g., a formulation containing a Licensed Antibody), or the manufacture or use of a Licensed Antibody (or a composition containing a Licensed Antibody); or (ii) are necessary or reasonably useful for Licensee to perform its obligations to the Collaboration under the Agreement; or (b) Controlled by Licensor and its Affiliates, including Patents Controlled jointly with Licensee, during the term of this Agreement and (i) claim an Invention; or (ii) are a continuation, divisional, continuation-in-part (solely to the extent claiming subject matter disclosed in a Patent described in clause (a) above), foreign counterpart, substitution, extension, registration, confirmation, reissue, re-examination, supplementary protection certificates, confirmation patents, patent of additions or renewal of, or issue from, any Patent described in clause (a) above.

Notwithstanding the foregoing, Licensor Licensed Patents shall exclude (1) the Queen Patents and (2) all Patents claiming BioBetter Technology. The Licensor Licensed Patents, include, without limitation, the Patents set forth on this agreement.
5,225,539 – Recombinant altered antibodies and methods of making altered antibodies
6,548,640 Bl – Altered antibodies
5,849,522 – Enhancer for eukaryotic expression systems

Target IP means (a) U.S. Patent Nos. 7,253,256 and 7,214,777, and (b) U.S.
and ex-U.S. patents and pending patent applications that claim priority thereto, have a common
priority claim therewith or are a foreign equivalent thereof, to the extent such patents and
pending patent applications (i) claim the Target, nucleotide sequences (including vectors)
encoding the Target, host cells containing any of the foregoing, Antibodies and/or methods of
manufacturing or using any of the foregoing, or (ii) are otherwise necessary for
Commercialization of a Product.
7,253,256 – Polypeptides encoded by a nucleic acid are expressed in esophageal and kidney tumor
7,214,777 – Secreted and transmembrane polypeptides and nucleic acids encoding the same

Field of Use
The field of use is for the development of certain CS1 antibodies to be marketed for use in new therapies and treatment programs.

Licensee is a worldwide, research-based pharmaceutical company, engaged in the discovery, development, manufacturing and marketing of new therapies and treatment programs.

IPSCIO Record ID: 279326

License Grant
Licensor hereby grants to Licensee (a) through the period and subject to the limitation on the number of Antigens provided, the right to receive for each Antigen designated by Licensee, a nonexclusive, worldwide (except as provided in this license under the Licensor Licensed Patents to make, have made, use, import, offer to sell and sell Antibodies pursuant to a Licensor License Agreement.  This right shall not extend to the Licensor Named Antigens.  The rights of Licensee under the Licensor License Agreements shall include the right to grant sublicenses for Antibodies in accordance with the terms of the applicable Licensor License Agreement.  Each license elected by Licensee hereunder shall be pursuant to a separate Licensor License Agreement and effective as of the date of execution by both parties.
License Property
Licensor Licensed Product means an Antibody with respect to which Licensor either has significant marketing rights or has done significant development (e.g., created, humanized or conducted preclinical or clinical development), the manufacture, import, use, sale or offer to sell of which would infringe, if not licensed under this Agreement, one or more claims of a Licensee Licensed Patent which have neither expired or have been disclaimed nor have been held invalid or unenforceable by a court or other body of competent jurisdiction from which no appeal has been or may be taken.

Antigen means a target molecule, usually a protein, to which an Antibody specifically binds and includes all epitopes on that target molecule.

Antibody means any antibody directed against an Antigen and shall include, without limitation, monospecific and bispecific antibodies (but a separate license shall be required for the antigen involved for each arm of  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.  The term 'Antibody' shall include any and all such constructs directed against any particular Antigen.

Licensee Licensed Patents mean the following patents and patent applications known generally as the Cabilly patents and patent applications
(a) U.S. Patent No. 4,816,567 and the claims relating to chimeric antibodies found in patents or patent applications arising from divisionals, continuations or continuations-in-part of any application from which U.S. Patent No. 4,816,567 claims priority or any substitute applications therefor, any patent issued with respect to any such patent application, any reissue, extension or patent term extension of any such patent, and any confirmation patent or registration patent or patent of addition based on any such patent  as well as the foreign counterparts of the foregoing and any and all reissues, reexaminations or extensions of the foregoing (but in any event excluding U.S.S.N. 07/205,419 and foreign counterparts thereof) ('Chimera Patents') and (b)  any patent issuing based on U.S.S.N. 07/205,419 (a continuation of the application maturing into U.S. Patent No. 4,816,567) relating to the
coexpression of immunoglobulin chains in recombinant host cells, as well as the divisionals, continuations or continuations-in-part of such U.S.S.N. 07/205,419, the issued foreign counterparts of such U.S.S.N. 07/205,419 and
any and all reissues, reexaminations or extensions or patent term extension of any such patent, and any confirmation patent or registration patent or patent of addition based on any such patent ('Coexpression Patents').
4,816,567 – Recombinant immunoglobin preparations

Licensor Licensed Patents means the patents and patent applications identified and including any applications filed as of the Effective Date in the United States or any foreign jurisdiction.  Licensed Patents shall include U.S. or foreign patents or patent applications which claim priority to any application to which a listed U.S. patent also claims priority.  Licensor Licensed Patents shall also include any foreign equivalents, addition, continuation, continuation-in-part or division of such patents or patent applications or any substitute applications therefor, any patent issued with respect to any such patent application, any reissue, extension or patent term extension of any such patent, and any confirmation patent or registration patent or patent of addition based on any such patent.  

5,693,089 – Method of collapsing an implantable appliance
5,693,761 – Polynucleotides encoding improved humanized immunoglobulins
5,693,762 – Humanized immunoglobulins

Field of Use
This agreement pertains to  Herceptin (transtuzumab).  Herceptin is an intravenous drug that is part of a chemotherapy regimen that is used to prevent recurrence of breast cancer, and for the treatment breast cancer that has spread beyond the breast (metastasized). It belongs to a class of drugs called monoclonal antibodies.

IPSCIO Record ID: 204357

License Grant
Licensee shall receive upon request a non-exclusive license to Licensor’s proprietary technologies for use with respect to targets, that are not collaboration targets, in the Field.
License Property
The licensed property is proprietary antibody Human Engineeringâ„¢ and bacterial cell expression technologies.

All inventions, and all patent applications claiming such inventions, and know-how arising out of the activities of the parties under this Agreement will be jointly owned regardless of inventorship, subject to pre-existing agreements pursuant to which third parties have been granted rights related to technologies in-licensed from such third parties.

Field of Use
The agreement is for antibody products in the field of oncology for human applications worldwide.

IPSCIO Record ID: 369249

License Grant
Licensor grants an exclusive, worldwide, license, with the right to sublicense, under the Licensor Technology to research, develop, make, have made, use, sell, offer for sale and import Licensed Products solely in the Antibody Targeting Technology Field.

Licensor grants an exclusive, worldwide, license, with the right to sublicense, under the HuMAb Technology and the Licensor Technology to research, develop, make, have made, use, sell, offer for sale and import
— Licensed Royalty-Bearing Products solely in the Antibody Targeting Technology Field, and,
— Anti-Mannose Products.

For Hybridoma Cell Lines; Research License, Licensor grants an exclusive, worldwide license, with the right to sublicense, under the HuMAb Technology to research, make, have made, transfer physical possession of, but not to sell, lease, offer to sell or lease, or otherwise transfer title to, the Hybridoma Cell Lines.

Licensor grants a non-exclusive, worldwide, license, with the right to sublicense, under the Research Patent to conduct research.

For Research Antibodies License, Licensor grants an exclusive, worldwide license, without the right to sublicense, under the HuMAb Technology and the Licensor Technology to use the Research Antibodies for the sole purpose of determining the antigen with respect to which each Research Antibody was raised.

Licensor, who has incorporated Licensee for business opportunities outside of Licensors core business, irrevocably, perpetually and forever assigns and conveys Licensors entire right, title and interest in and to each of the following Assigned Assets
— Antibody Targeting Patents;
— Antibody Targeting Know-How;
— Anti-Mannose Receptor HuMAb Antibodies;
— the Investigational New Drug Application # 11,508 and related governmental filings, and the right to make any future or foreign related filing on –X-1307;
— all quantities of Biological Materials, including those in the possession or control of counterparties to Assigned Contracts;
— all clinical inventories of –X-1307 in the possession or control of Licensor as of the Effective Date; and
— the agreements that are Assigned Contracts.

License Property
Licensor owns or otherwise controls certain technology, including certain patents and know-how, relating to the use of antibodies in connection with the research and development of vaccines.

Anti-Mannose Product shall mean any pharmaceutical composition or formulation incorporating an Anti-Mannose Receptor HuMAb Antibody.

HuMAb Mouse® shall mean any of Licensors immunizable transgenic mice containing unrearranged human immunoglobulin heavy and light chain transgenes, each inserted into mouse chromosomes, but excluding the Additional Mice. HuMAb Mice® shall mean more than one HuMAb Mouse.

The patents relate to Anti-FcyRI (CD64) antibodies.

Field of Use
The field of use is the Antibody Targeting Technology Field.  The Antibody Targeting Technology Field shall mean the use of an antibody, or fragment thereof, whereby the antibody or fragment serves as a targeting means with respect to an Antigen-Presenting Cell for the purpose of modulating an immune response in any of the following manners
—  an antibody or fragment chemically attached or genetically fused to an antigen (including an antigen that is an antibody, or fragment thereof, that encodes an idiotype antigen), whereby the antibody, or fragment thereof, serves as a targeting means for delivering such antigen to an Antigen-Presenting Cell for the purpose of eliciting an immune response,
— an antibody or fragment chemically attached or genetically fused to a toxin or radionuclide, whereby the antibody, or fragment thereof, serves as a targeting means for delivering such toxin or radionuclide to an Antigen-Presenting Cell for the purpose of decreasing, down-regulating or eliminating the activity of such Antigen-Presenting Cell,
— an antibody or fragment chemically attached or genetically fused to a cytokine, adjuvant, or other immuno-modulatory compound, whereby the antibody, or fragment thereof, serves as a targeting means for delivering such compound to an Antigen-Presenting Cell for the purpose of modulating the activity of such Antigen-Presenting Cell, and
— an antibody, or fragment thereof, alone, whereby the antibody or fragment binds to a particular antigen on the surface of an Antigen-Presenting Cell and through such binding modulates the activity of such Antigen-Presenting Cell.

IPSCIO Record ID: 203257

License Grant
Licensor grants the Japanese Licensee an exclusive non-transferable license and/or right, without the right to grant sublicenses, to use Licensor delivered pursuant to Licensee to identify, isolate, modify and develop Discovery Products; and a non-exclusive, non-transferable license and/or right, without the right to grant sublicenses.
License Property
Licensor is engaged in the research and development of product candidates, including without limitation vaccine, Antibodies and blood plasma products, for use in treating and/or preventing human diseases.

The Licensed Product means an Antibody or Antibody Product that is either a Discovery Product or a TAE-Only Product.

Antibody shall mean any molecule, including full immunoglobulin molecules (e.g., IgG, IgM, IgE, IgA and IgD molecules) and ScFv, Fv and Fab molecules, that has an amino acid sequence by virtue of which it specifically interacts with an antigen, immunogen or hapten or which elicits an immune response and wherein that amino acid sequence consists essentially of a functionally operating region of an antibody variable region, including any naturally occurring or recombinant form of such a molecule.

Antibody Product means any composition of matter or article of manufacture consisting essentially of an Antibody alone or integrally associated with a composition of matter or article of manufacture (including without limitation conjugates bound to a toxin, label or other moiety) providing therapeutic, half-life, safety or other advantages to the Antibody.

Field of Use
The Field means the discovery, research, development, manufacture and/or commercialization of Licensed Products for the treatment, palliation or prevention of any disease or condition in humans.

IPSCIO Record ID: 324661

License Grant
Licensor hereby grants to Norway Licensee in the Field in the Territory the following royalty-bearing exclusive (even to Licensor and its Affiliates) license (including the right to grant sublicenses) under the Licensed Technology for a Product License
(a) with respect to Licensor Patents and Licensor Know-How, to Exploit Licensed Products;
(b) with respect to the Abgenix Patents, to research, develop, make, have made, use, import, offer to sell and sell Licensed Products;
(c) with respect to the Cytogen Patents, the right and license to develop, make, have made, distribute use, offer for sale, sell, have sold, import or export Licensed Products; and
(d) with respect to the Selexis Technology, to use Cell Lines for the manufacture of Licensed and/or Final Products in the Licensed Field of Use and to research, make, have made, use, offer for sale, sell, import and otherwise exploit and commercialize Final Products manufactured using the Cell Lines, including, without limitation, the use of Licensed and Final Products in Clinical Trials (with each term used in this clause (d) as defined in the Selexis Agreement).
License Property
The license is for the development and commercialization of therapeutic antibodies combining the Licensor's prostate specific membrane antigen (PSMA) antibody technology with Licensee’s targeted thorium conjugate technology.

PSMA is a protein that has been found to be amplified on the surface of >95% of prostate cancer cells and is a validated target for the detection of primary and metastatic prostate cancer. Antibody-thorium conjugates are comprised of a radioactive alpha emitter, thorium-227, linked to an antibody, in this case PSMA. The thorium conjugates bind to the surface of tumor cells and emit alpha particles that destroy tumor cells by inducing DNA double-strand breaks, with no need for uptake into the cells for efficacy.

Antibody/ies means any and all anti-human antibodies directed against the Target that are owned or Controlled by Licensor at the Effective Date or coming within its ownership or Control during the term of this Agreement, including but not limited to the fully human antibody designated as Licensor monoclonal antibody (mAb) 006.

Conjugated Antibody means any Antibody conjugated with a functional moiety intended to be used for the chelation of an alpha-emitting radionuclide.

Licensed Product means any pharmaceutical product within the Field covered by a Licensed Patent Right or generated through the use of Licensed Know How that contains or comprises a Conjugated Antibody as an active ingredient, including, in each case, all forms, presentations, formulations, dosage forms, line extensions and modes of administration thereof.
(i)
Abgenix Notwithstanding the foregoing, with respect to the Abgenix Patent Rights, 'Licensed Product' is further defined to include only products that meet the definition above and also consist of or include one or more Antibodies (as defined in the Abgenix Agreement) that bind to the Antigen (as defined in the Abgenix Agreement) and that constitute Research Program Technology (as defined in the Abgenix Agreement).
(ii)
Cytogen For purposes of the Cytogen Patents, 'covered by a Licensed Patent' means that the manufacture, use, sale, provision or practice of a Cytogen Patent would, in the absence of a license, infringe one or more claims of a Cytogen Patent.
(iii)
Selexis Notwithstanding the foregoing, with respect to the Selexis Patents and Selexis Know-How, 'Licensed Product' is further narrowed to mean a pharmaceutical preparation in final form (including, without limitation, a targeted thorium conjugate in form of a cold kit) containing any Company Protein (as defined in the Selexis Agreement) produced using a Cell Line (as defined in the Selexis Agreement) (or an active ingredient comprising a Company Protein produced using a Cell Line) for sale by prescription, over-the-counter or any other method, in any dosage form, formulation, presentation, line extension or package configuration, including without limitation such product in development where the context so requires.

Licensed Patent Rights means the Abgenix Patents, the Cytogen Patents, the Licensor Patents and the Selexis Patents, which are, to Licensors best knowledge, listed, whereby, for the avoidance of doubt shall not be exhaustive; provided, however, does not include a list of the Abgenix Patents.

Licensor Patents means any of the following
(i) any Licensed Patent Right that is designated as Licensor Patent, and
(ii) (A) any issued patent or patent application that claims priority to and/or is a divisional, continuation, reissue, renewal, reexamination, substitution or extension of any Licensor Patent listed; (B) any patents issuing on any patent application identified in (A), including any reissues, renewals, reexaminations, substitutions or extensions thereof; and (C) any foreign counterpart of any issued patent or patent application identified in (A) or (B), whether existing at the Effective Date or thereafter (all of which shall be included as Licensor Patents), and
(iii) any Patent Right Controlled by the Licensor as of the Effective Date (other than an Abgenix Patent, Cytogen Patent or Selexis Patent) or coming under Control of Licensor during the term of the Agreement to the extent, in each case, that is related to an Antibody or useful for the Development, Manufacture or Commercialization of a Licensed Product within the Field (with the exception, however, of any Patent Right that is useful solely for the Development, Manufacture or Commercialization of an Antibody in an antibody drug conjugate other than a Conjugated Antibody).

Field of Use
This license agreement with Licensee further validates the value of Licensor's PSMA antibody technology in the development of targeted cancer treatments.

Field means the following with respect to the Licensed Product
(a)
with respect to the Licensor Know-How and the Licensor Patents, all human therapeutic (including prophylactic) indications;
(b)
with respect to the Abgenix Patents, human therapeutic, preventative (prophylactic) medical use;
(c)
with respect to the Cytogen Patents, any and all means of developing, making, having made, distributing, using, offering for sale, selling, having sold, importing or exporting any Field Antibody (as defined in the Cytogen Agreement); and
(d)
with respect to the Selexis Know-How and Selexis Patent Rights, human therapeutic, preventative (prophylactic) medical use.

IPSCIO Record ID: 223131

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 281186

License Grant
The Japanese Licensor hereby grants and agrees to grant to Licensee (i) an exclusive (except as to Licensor), royalty-bearing license (with the right to sublicense) under the Program Patents, Program Know-How, and the Licensor Technology to the extent necessary develop, have developed (following approval of the MC in accordance with this agreement), make, have made, use, import, offer for sale, sell and have sold (following approval of the MC in accordance with this agreement) any Product in the Co-Promotion Territory; and (ii) an exclusive (even as to Licensor), royalty-bearing license (with the right to sublicense) under the Program Patents, Program Know-How, and the Licensor Technology to develop, have developed, make, have made, use, import, offer for sale, sell and have sold (with the right to sublicense) any Product in the Licensee Territory.
License Property
Product shall have the meaning regarding Lead Compound and Research Compound. Products do not include Independent Products.

Lead Compound shall mean a Substance designated by the RMC as suitable for initial development against a Current Program Target within the Field based upon results of screening performed pursuant to this agreement.  Lead Compounds may be selected as Collaboration Lead Compounds.

Research Compound shall mean any compound that is based upon a Substance that agonizes or antagonizes a Current Program Target and that is made, created, discovered, identified, invented, synthesized, optimized or acquired by or on behalf of either Party pursuant to the Research Plan, or otherwise in the course of the Program. Research Compounds may be selected as Collaboration Lead Compounds.

Program Patents shall mean patents and patent applications, both foreign and domestic, including without limitation all substitutions, provisionals, continuations, continuations-in-part, divisionals, extensions, reexaminations, reissues, renewals, supplementary protection certificates and inventors certificates, that are owned or controlled by either Party or both Parties and claim Program Inventions made during the Term in the course of the discovery, research, Pre-Clinical Development, Development and commercialization of Substances, Lead Compounds, Research Compounds, Collaboration Lead Compounds, Independent Lead Compounds, Products or Independent Products pursuant to the Program. Program Patents shall exclude Research Compound Patents and Program Know-How.

Licensor Technology shall mean, collectively, the Patent Rights and the Know-How owned or controlled by Licensor.

RMC shall mean the research management committee.

MC shall mean the marketing committee.

Field of Use
Field shall mean the agonism or antagonism of Current Program Targets for the treatment of disease in humans.

The deal is for the discovery, development and commercialization of products to treat metabolic diseases.  Metabolic syndrome is a cluster of conditions that occur together, increasing your risk of heart disease, stroke and type 2 diabetes. These conditions include increased blood pressure, high blood sugar, excess body fat around the waist, and abnormal cholesterol or triglyceride levels.

This collaboration agreement is to research and develop orphan nuclear receptor agonists and antagonists.

IPSCIO Record ID: 372646

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 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: 299278

License Grant
Irish Licensor hereby grants to Licensee, a worldwide, non-exclusive, non-transferable license, without any right to sublicense, under the Licensor Patent Rights and the Licensor Know-How within the Licensee Field
(a) solely on its own behalf, on behalf of any Development Partner of Licensee and on behalf of any Licensee Collaborator, to engage in Antibody Evolution; and (b) solely on its own behalf, on behalf of any Development Partner of Licensee and on behalf of any Licensee Collaborator, to make or have made Research Quantities of a Licensed Immunoglobulin; and (c) solely on its own behalf, to transfer Research Quantities of a  Licensed Immunoglobulin or Licensed Immunoglobulin Information to any Licensee Collaborator or a Development Partner of Licensee; and (d) solely on its own behalf and on behalf of any Licensee Collaborator, to sell, offer to sell, import and export Licensed Immunoglobulins; and (e) solely on its own behalf, on behalf of any Development Partner of Licensee and on behalf of any Licensee Collaborator, to use Licensed Immunoglobulins.
License Property
Licensor is the owner or exclusive licensee of certain patent rights and know-how relating to bacterial cell expression.

Antibody Evolution means the alteration of the nucleic acids encoding an Immunoglobulin by saturation mutagenesis as described in the Licensee Patent Rights, by means other than Antibody Phage Display.

Licensor Patent Rights means the inventions patentable under applicable patent law that are claimed in the patent applications and patents listed hereto and all divisions, continuations, continuations-in-part, applications claiming priority thereto, and substitutions thereof; all foreign patent applications corresponding to the preceding applications; all U.S. and foreign patents issuing on any of the preceding applications, including extensions, reissues and re-examinations; and any patents or patent applications, whether now existing or obtained in the future, owned or controlled by Licensor containing a claim that is dominating over the foregoing patent rights (i.e., is necessarily infringed by the practicing of a claim in one of the foregoing applications).
5,595,898 – Modular assembly of antibody genes, antibodies prepared thereby and use
6,204,023 – Modular assembly of antibody genes, antibodies prepared thereby and use

Licensor Technology Platform means all know-how, trade secrets, inventions, data, processes, procedures, devices, methods, formulas, media and all cell lines, reagents, protocols and other information, whether or not patentable, that either (a) constitute or relate to any biological target, antigen, receptor, cell, expression vector, disease, condition, nucleic acid, protein (including, without limitation, an Immunoglobulin) or protein-conjugate which is the subject of or arises out of any Licensor Project or (b) relate to the discovery, optimization, expression or manufacture of Immunoglobulins, in each case which are owned by or licensed to Licensor as of the Effective Date and are disclosed to Licensee or used by Licensee or Licensor in connection with a Licensor Project. For the avoidance of doubt, the term 'Licensor Platform Technology' shall include any prokaryotic expression technology and methods and/or antibody phage display technology and methods.

Licensee Collaborator means any person or entity on whose behalf Licensee in Antibody Evolution and/or a person or entity who is the intended recipient of Licensed Immunoglobulins or Licensed Immunoglobulin Information transferred from Licensee.

Licensor Development Product means any composition of matter or article of manufacture consisting essentially of an Immunoglobulin or protein discovered or optimized by Licensee for Licensor pursuant to a Licensee Action Plan and where such Immunoglobulin or protein was discovered or optimized using techniques, methods or materials covered by one or more Valid Claims of any patent or patent application controlled by Licensee, including the Licensee Patent Rights.

Licensee Patent Rights means the inventions patentable under applicable patent law that are claimed in the patent applications and patents listed (a) hereto and all divisions, continuations, continuations-in-part, applications claiming priority thereto, and substitutions thereof; all foreign patent applications corresponding to the preceding applications; all U.S. and foreign patents issuing on any of the preceding applications, including extensions, reissues and re-examinations; and any patents or patent applications, whether now existing or obtained in the future, owned or controlled by Licensee containing a claim that is dominating over the foregoing patent rights (i.e., is necessarily infringed by the practicing of a claim in one of the foregoing applications); and any patents or patent applications covered by any Licensee Third Party Licenses, a list of which is set forth.
6,171,820 – Saturation mutagenesis in directed evolution
6,479,258 – Non-stochastic generation of genetic vaccines

Licensee Evolution Technologies means the inventions patentable under applicable patent law that are claimed in the Licensee Patent Rights which both (a) are owned or controlled by Licensee and (b) either (I) comprise evolution of a gene and/or gene pathway by changing more than 50% of the codons and/or amino acids of such gene and/or genepathway to more than 50% of every other possible codon and/or amino acid or such gene and/or gene pathway, or (ii) comprise evolution of a gene and/or gene pathway by creating and screening a non-stochastically produced library of molecules by combining tragments of a plurality of genes chosen by design to reassemble compleete genes and/or gene pathways according to the patentable methods embodied by inventions described in the Licensee Patent Rights.

Licensed Immunoglobulin means (a) with respect to the licenses and rights granted, any Immunoglobulin discovered, isolated or characterized by Licensee through the use of Antibody Evolution, and (b) with respect to the licenses granted, Licensed Immunoglobulin includes any Immunoglobulin discovered using Antibody Evaluation but outside the Manufacturing Field, and for purposes of this agreement hereof, Licensed Immunoglobulin includes any Immunoglobulin within the Manufacturing Field.

Licensed Immunoglobulin Information means any data, know-how or other information relating, concerning or pertaining to a Licensed Immunoglobulin, including without limitation data, know-how or other information characterizing or constituting such Licensed Immunoglobulins polynucleotide or amino acid sequence, purported function or utility, antigen binding affinity, or physical or biochemical property.

Immunoglobulin means any molecule, including without limitation, full immunoglobulin molecules (e.g., IgG, IgM, IgE, IgA and IgD molecules) and ScFv, Fv and Fab molecules, that has an amino acid sequence by virtue of which it specifically interacts with an antigen and wherein that amino acid sequence consists essentially of a functionally operating region of an antibody variable region including without limitation any naturally occurring or recombinant form of such a molecule.

Field of Use
Licensee Field means (a) Research and Development and (b) the diagnosis, treatment, prevention or prophylaxis of any human or animal condition or disease. The Licensee Field shall not include any Non-Approved Uses.

Manufacturing Field means the production in prokaryotes of an Immunoglobulin for the treatment, diagnosis or prophylaxis of a human or animal disease or condition in quantities which exceed Research Quantities, and shall include commercial, industrial or clinical scale production.

Immunoglobulins, also known as antibodies, are glycoprotein molecules produced by plasma cells (white blood cells). They act as a critical part of the immune response by specifically recognizing and binding to particular antigens, such as bacteria or viruses, and aiding in their destruction.

IPSCIO Record ID: 299303

License Grant
Licensor shall grant to Irish Licensee and any Licensee Development Partner of whom Licensee provides written notice to Licensor an exclusive, worldwide, royalty-bearing license and right under the Licensor Patent Rights and/or any other patents, patent applications or intellectual property owned or licensed by Licensor (with the right to license or sublicense), which claim or cover a given Licensee Development Product or its manufacture or use to make, have made, use, sell, offer to sell, import, export, develop, commercialize and manufacture such Licensee Development Product. During the pendency of each Licensee Project and for a period of eighteen months (18) thereafter, Licensor covenants that it will not conduct any activities on its own behalf or on behalf of a Third Party which relates to or encompasses the Licensee Target that is the subject of such Licensee Project.
License Property
Antibody Evolution means the alteration of the nucleic acids encoding an Immunoglobulin by saturation mutagenesis as described in the Licensor Patent Rights, by means other than Antibody Phage Display.

Licensor Patent Rights means the inventions patentable under applicable patent law that are claimed in the patent applications and patents listed (a) hereto and all divisions, continuations, continuations-in-part, applications claiming priority thereto, and substitutions thereof; all foreign patent applications corresponding to the preceding applications; all U.S. and foreign patents issuing on any of the preceding applications, including extensions, reissues and re-examinations; and any patents or patent applications, whether now existing or obtained in the future, owned or controlled by Licensor containing a claim that is dominating over the foregoing patent rights (i.e., is necessarily infringed by the practicing of a claim in one of the foregoing applications); and any patents or patent applications covered by any Licensor Third Party Licenses, a list of which is set forth.
6,171,820 – Saturation mutagenesis in directed evolution
6,479,258 – Non-stochastic generation of genetic vaccines

Licensor Evolution Technologies means the inventions patentable under applicable patent law that are claimed in the Licensor Patent Rights which both (a) are owned or controlled by Licensor and (b) either (i) comprise evolution of a gene and/or gene pathway by changing more than 50% of the codons and/or amino acids of such gene and/or genepathway to more than 50% of every other possible codon and/or amino acid or such gene and/or gene pathway, or (ii) comprise evolution of a gene and/or gene pathway by creating and screening a non-stochastically produced library of molecules by combining tragments of a plurality of genes chosen by design to reassemble compleete genes and/or gene pathways according to the patentable methods embodied by inventions described in the Licensor Patent Rights.

Licensed Immunoglobulin means (a) with respect to the licenses and rights granted, any Immunoglobulin discovered, isolated or characterized by Licensor through the use of Antibody Evolution, and (b) with respect to the licenses granted, Licensed Immunoglobulin includes any Immunoglobulin discovered using Antibody Evaluation but outside the Manufacturing Field, and for purposes of this agreement hereof, Licensed Immunoglobulin includes any Immunoglobulin within the Manufacturing Field.

Licensed Immunoglobulin Information means any data, know-how or other information relating, concerning or pertaining to a Licensed Immunoglobulin, including without limitation data, know-how or other information characterizing or constituting such Licensed Immunoglobulins polynucleotide or amino acid sequence, purported function or utility, antigen binding affinity, or physical or biochemical property.

Immunoglobulin means any molecule, including without limitation, full immunoglobulin molecules (e.g., IgG, IgM, IgE, IgA and IgD molecules) and ScFv, Fv and Fab molecules, that has an amino acid sequence by virtue of which it specifically interacts with an antigen and wherein that amino acid sequence consists essentially of a functionally operating region of an antibody variable region including without limitation any naturally occurring or recombinant form of such a molecule.

Licensee Patent Rights means the inventions patentable under applicable patent law that are claimed in the patent applications and patents listed hereto and all divisions, continuations, continuations-in-part, applications claiming priority thereto, and substitutions thereof; all foreign patent applications corresponding to the preceding applications; all U.S. and foreign patents issuing on any of the preceding applications, including extensions, reissues and re-examinations; and any patents or patent applications, whether now existing or obtained in the future, owned or controlled by Licensee containing a claim that is dominating over the foregoing patent rights (i.e., is necessarily infringed by the practicing of a claim in one of the foregoing applications).
5,595,898 – Modular assembly of antibody genes, antibodies prepared thereby and use
6,204,023 – Modular assembly of antibody genes, antibodies prepared thereby and use

Licensee Technology Platform means all know-how, trade secrets, inventions, data, processes, procedures, devices, methods, formulas, media and all cell lines, reagents, protocols and other information, whether or not patentable, that either (a) constitute or relate to any biological target, antigen, receptor, cell, expression vector, disease, condition, nucleic acid, protein (including, without limitation, an Immunoglobulin) or protein-conjugate which is the subject of or arises out of any Licensee Project or (b) relate to the discovery, optimization, expression or manufacture of Immunoglobulins, in each case which are owned by or licensed to Licensee as of the Effective Date and are disclosed to Licensor or used by Licensor or Licensee in connection with a Licensee Project. For the avoidance of doubt, the term 'Licensee Platform Technology' shall include any prokaryotic expression technology and methods and/or antibody phage display technology and methods.

Licensor Collaborator means any person or entity on whose behalf Licensor engages in Antibody Evolution and/or a person or entity who is the intended recipient of Licensed Immunoglobulins or Licensed Immunoglobulin Information transferred from Licensor.

Licensee Development Product means any composition of matter or article of manufacture consisting essentially of an Immunoglobulin or protein discovered or optimized by Licensor for Licensee pursuant to a Licensor Action Plan and where such Immunoglobulin or protein was discovered or optimized using techniques, methods or materials covered by one or more Valid Claims of any patent or patent application controlled by Licensor, including the Licensor Patent Rights.

Field of Use
The collaborative agreement is to develop optimized therapeutic antibodies.

Licensor Field means (a) Research and Development and (b) the diagnosis, treatment, prevention or prophylaxis of any human or animal condition or disease. The Licensor Field shall not include any Non-Approved Uses.

Manufacturing Field means the production in prokaryotes of an Immunoglobulin for the treatment, diagnosis or prophylaxis of a human or animal disease or condition in quantities which exceed Research Quantities, and shall include commercial, industrial or clinical scale production.

IPSCIO Record ID: 240613

License Grant
Licensor grants a worldwide, nonexclusive license under the Licensor Patents, including the right to grant sublicenses, to make, have made, import, use, market, promote, offer for sale and sell or otherwise dispose of Licensed Products.
License Property
The licensed patents are referred to as the Queen et al. Patents, and are related to humanized antibodies with respect to Licensee humanized antibody directed against the Antigen.

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.

Field of Use
Finished Products means any and all Licensed Products in a form for use by an end user and not intended for further chemical or genetic manipulation or transformation.

IPSCIO Record ID: 369364

License Grant
In consideration of the mutual covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to amend several sections including but not limited to Royalties and Licensee shall have the right, at its sole discretion, either itself or through counsel  of its choice, to control the preparation, filing, prosecution, maintenance and enforcement of all Patents which claim Program Antibodies.
License Property
This agreement is for Collaborative Research. The goal of the Program is to humanize and optimize Candidate Molecules. The plan includes antibody cloning, assay development and validation, design and synthesis of Humanization/Optimization Libraries, Screening, Characterization, Affinity Maturation, Iterative Affinity Maturation and Deliverables. Licensor shall optimize and humanize the Candidate Molecules as set forth in the Research Plan. Licensor shall use its commercially reasonable efforts to perform its obligations under the Program in accordance with the Research Plan. Licensor shall provide the personnel, materials, equipment and other resources required to conduct its obligations under the Program. Licensor shall perform its obligations under the Program in accordance with high scientific and professional standards, and in compliance in all material respects with the requirements of applicable laws and regulations. Licensee shall use its best efforts to actively research, develop and obtain regulatory approvals to market in major markets throughout the world at least one Product.

Product shall mean any product for use in the Field, which is a composition that incorporates one or more Program Antibodies or is derived from one or more Program Antibodies. The Candidate Molecules shall mean, collectively, monoclonal antibody (mAb) HUIV26 and mAb HUI77 as provided by Licensee to Licensor. Materials shall mean the Candidate Molecules, DNA sequence information and the cDNA to encode Candidate Molecules and the hybridoma cell lines expressing the Candidate Molecules. Program Antibody shall mean the optimized and humanized compositions of matter developed under the Program, and the cDNA encoding such compositions of matter, delivered to Licensee.

Field of Use
HUI77 and HUIV26 are anti-angiogenic mouse antibodies discovered using subtractive immunization, which could enable Licensee to pursue the commercialization of these antibodies.

Licensee is developing a family of antibodies that is selective for angiogenesis.  Anti-angiogenesis as a treatment for cancer.

IPSCIO Record ID: 274917

License Grant
The Master Agreement provides Licensee with the right to obtain a nonexclusive, worldwide, royalty-bearing license under the Licensed Patents under the terms and conditions of this Agreement.

Subject to the fulfillment by Licensee of all of the terms and conditions of this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts a nonexclusive license in the Territory under the Licensed Patents, including the right to grant sublicenses, to make, have made, import, use, offer to sell and sell Licensed Products in the Territory. Licensor shall be free at its discretion to enter into additional agreements with additional licensees at any time and on terms solely of its choosing.

License Property
5,693,089 – Method of collapsing an implantable appliance
5,693,761 – Polynucleotides encoding improved humanized immunoglobulins
5,693,762 – Humanized immunoglobulins

Licensed Patents means the patents and patent applications identified, and including any applications filed as of the Effective Date in the United States or any foreign jurisdiction. Licensor Licensed Patents shall include U.S. or foreign patents or patent applications which claim priority to any application to which a listed U.S. Patent also claims priority. Licensor Licensed Patents shall also include any foreign equivalents, addition, continuation, continuation-in-part or division of such patents or patent applications or any substitute applications therefor, any patent issued with respect to any such patent application, any reissue, extension or patent term extension of any such patent, and any confirmation patent or registration patent or patent of addition based on any such patent.

Licensed Product(s) means an Antibody with respect to which Licensee has either significant marketing rights or has done significant development (e.g., created, humanized or conducted preclinical or clinical development), the manufacture, import, use, offer to sell or sale of which would infringe, if not licensed under this Agreement, a Valid Claim.

Antibody means any antibody directed against an Antigen and shall include, without limitation, monospecific and bispecific antibodies (but only with respect to the Antigen for a bispecific antibody); less than full-length antibody forms such as Fv, Fab, and F(ab’), single-chain antibodies and antibody conjugates bound to a toxin, label or other moiety, as well as any and all such constructs directed against the Antigen.

Antigen means the target molecule IgE.

Field of Use
Antibody humanization technology is applied to promising mouse antibodies. By making certain modifications to the mouse antibody that make it more like a human antibody, our technology enhances the utility of such antibodies, while retaining their biological activity, for human therapeutic use.

IPSCIO Record ID: 289174

License Grant
Swiss Licensor shall grant Swiss Licensee a worldwide exclusive license, with the right to sublicense, under Licensor’s Intellectual Property Rights to develop, use, make, have made, export, commercialize, promote, offer for sale, sell and manufacture the Compound in a respective pharmaceutical product subject to the terms of the Commercialization Agreement.

Licensor hereby grants to Licensee the Maximally Available Target Exclusivity for each Licensor Target during the time required to complete the Discovery Project and until the expiration of the Commercialization Option Period.

License Property
Compound Patents shall have the meaning that Licensor shall be the owner of all patents and patent applications directed to compositions of matter related to any Compound identified by Licensor (the Compound Patents) and upon the execution of a Commercialization Agreement, Licensor shall assign to Licesee the Compound Patents; provided, however
(i)  Licensee shall be the owner of all patents and patent applications directed to compositions of matter related to any IL-5R/CD3 bispecific antibody and Licensor hereby agrees to assign and hereby does assign all of its rights, title and interest in and to such patent or patent application, and, to the extent a third party that was requested by Licensor to perform any services or create any work and thereby became the owner of any rights specific to Licensee Targets, to secure access and use of such rights and then assign them to Licensee in accordance with this agreement; and (ii) any patent or patent application directed solely to any CD3 Antibody shall be owned by Licensor and Licensor shall grant Licensee a Co-exclusive license to such patent or patent application.

Compound shall mean an Antibody to a Licensee Target.

Target shall mean a secreted or at least partially extra-cellularly exposed protein against which Antibodies shall be discovered.

Antibody/ies shall mean antibody/ies or antibody derivative(s), which also includes antibody fragments and bispecific antibody formats.

Intellectual Property Rights means (i) any and all European and/or foreign patent applications, letters patent, patents, or any division, continuation, continuation-in-part, reissue, or extension thereof, and any applications (including provisional applications) therefore; (ii) any and all trade secrets, know-how, and trade secret rights arising under the laws of Switzerland and/or laws of foreign countries; and (iii) all rights pursuant to (i) and (ii) hereinbefore as may hereafter come into existence, and all renewals and extensions thereof, regardless of whether such rights arise under the laws of Switzerland or any other state, country or jurisdiction.

Field of Use
Licensor’s proprietary technology for the discovery of high-affinity antibodies against certain selected targets.
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