Royalty Report: Drugs, Drug Discovery, Assay – Collection: 293995

$150.00

Curated Royalty Rate Report
Category: Technology Licenses, Created On: 2022-04-28, Record Count: 20

Description

This collection of transactions and supporting information was developed using our AI algorithm to curate similar royalty reports into a cohesive collection to support your licensing, transfer pricing or other transaction scenarios where documented royalty rates and/or deal terms are important.
Category: Technology Licenses
Created On: 2022-04-28
Record Count: 20

Primary Industries

  • Drugs
  • Drug Discovery
  • Assay
  • Therapeutic
  • Disease
  • Cancer
  • Medical
  • Molecular
  • cardiac
  • Immune
  • Proteins
  • Viral Infection
  • Diagnostic

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: 298928

License Grant
The original agreement established a cooperative research relationship based on screening of their respective compound libraries using their respective assays and other jointly developed assays, and intend continue their cooperative research relationship.  With this amendment, the Parties will develop and market novel therapeutic products based on compounds identified during such research as having viral regulatory properties.

Licensor grants, during the Research Term, an exclusive, non-transferable license to use the Program Assays to screen the Program Substances in accordance with the Research Program and a nontransferable, non-exclusive license under the Licensor-owned Program Patents and the Licensor Technology other than the Program Assays to the extent necessary to screen the Program Substances against the Program Assays in accordance with the terms of the Research Program.

For the Preliminary Development by Licensee of Option-Compounds, Licensor grants to an exclusive license under the Licensor-owned and jointly owned Program Patents, the Licensor-owned and jointly owned Program Know-How and the LicensorTechnology for the limited purpose of conducting biological studies, medicinal chemistry, pharmacological development, preliminary animal safety studies or other pre-IND development activities with respect to any Option Compound within any Option Program.

License Property
Products. shall mean, collectively, the Option Products and the Program Products.

Program Product shall mean any pharmaceutical product which results during the Research Term from research conducted with respect to a Program Compound. Each Program Product shall be deemed to include all indications, formulations, line extensions or modes of administration thereof.

Option Compound shall mean a Program Substance which as a result of screening activities under the Research Program, reveals Anti-Viral Activity in only one or more Option Targets,  which is not designated by Licensee as a Restricted Compound and as to which Licensor has commenced and is proceeding with preliminary development activities within two (2) years after the expiration of the Research Term.
—  Option Product shall mean any pharmaceutical product which results during the Research Term or within two (2) years thereafter, from research conducted with respect to an Option Compound. Each Option Product shall be deemed to include all indications, formulations, line extensions or modes of administration thereof.
—  Option Program shall mean either the  Herpes Simplex Virus Option Program or the Cytomegalovirus Option Program, as the case may be.

Field of Use
The Field shall mean all uses in the prevention or treatment of human or animal viral diseases and other diseases which may be designated from time to time by mutual agreement of the parties.

The Targets and Assays are
• Human Immunodeficiency Virus Integrase
• Human Immunodeficiency Virus Tat
• Hepatitis C Virus Helicase
The Core Target Assays are
• Human Immunodeficiency Virus Integrase
• Human Immunodeficiency Virus Tat
• Hepatitis C Virus Helicase
The Option Targets are
• Cytomegalovirus E2
• Herpes Simplex Virus HelicasePrimase
The Option Target Assays are
• Recombinant Cytomegalovirus
• Cytomegalovirus E2
• Recombinant Herpes Simplex Virus
• Herpes Simplex Virus HelicasePrimase

IPSCIO Record ID: 293995

License Grant
The original agreement established a cooperative research relationship based on screening of their respective compound libraries using their respective assays and other jointly developed assays, and intend continue their cooperative research relationship.  With this amendment, the Parties will develop and market novel therapeutic products based on compounds identified during such research as having viral regulatory properties.

Licensor grants to Merck, during the Research Term an exclusive, non-transferable license to use the Program Assays to screen the Program Substances in accordance with the terms of the Research Program; and a non-exclusive, nontransferable license under Licensor-owned Program Patents and the Licensor Technology other than the Program Assays, to the extent necessary to screen the Program Substances in accordance with the terms of the Research Program.

For the Preliminary Development by Licensee of Program Compounds. Licensor grants an exclusive license under the Licensor-owned and jointly owned Program Patents,  the Licensor owned and jointly owned Program Know-How and the Licensor Technology for the limited purpose of conducting biological studies, medicinal chemistry, pharmacological development, preliminary animal studies or such other pre-IND development activities as are necessary for Licensee to fulfill its obligations under the Research Program.

For the License to Licensee for Program Products, Licensor grants an exclusive, worldwide license to develop, make, have made, use, sell and have sold Program Products in the Field under the Licensor-owned and jointly owned Program Patents, the Licensor-owned and jointly owned Program Know-How and the Licensor Technology.

Licensee shall have the exclusive right to develop and commercialize any Program Compound for applications outside the Field.

License Property
Products. shall mean, collectively, the Option Products and the Program Products.

Program Product shall mean any pharmaceutical product which results during the Research Term from research conducted with respect to a Program Compound. Each Program Product shall be deemed to include all indications, formulations, line extensions or modes of administration thereof.

Option Compound shall mean a Program Substance which as a result of screening activities under the Research Program, reveals Anti-Viral Activity in only one or more Option Targets,  which is not designated by Licensee as a Restricted Compound and as to which Licensor has commenced and is proceeding with preliminary development activities within two (2) years after the expiration of the Research Term.
—  Option Product shall mean any pharmaceutical product which results during the Research Term or within two (2) years thereafter, from research conducted with respect to an Option Compound. Each Option Product shall be deemed to include all indications, formulations, line extensions or modes of administration thereof.
—  Option Program shall mean either the  Herpes Simplex Virus Option Program or the Cytomegalovirus Option Program, as the case may be.

Field of Use
The Field shall mean all uses in the prevention or treatment of human or animal viral diseases and other diseases which may be designated from time to time by mutual agreement of the parties.

The Targets and Assays are
• Human Immunodeficiency Virus Integrase
• Human Immunodeficiency Virus Tat
• Hepatitis C Virus Helicase
The Core Target Assays are
• Human Immunodeficiency Virus Integrase
• Human Immunodeficiency Virus Tat
• Hepatitis C Virus Helicase
The Option Targets are
• Cytomegalovirus E2
• Herpes Simplex Virus HelicasePrimase
The Option Target Assays are
• Recombinant Cytomegalovirus
• Cytomegalovirus E2
• Recombinant Herpes Simplex Virus
• Herpes Simplex Virus HelicasePrimase

IPSCIO Record ID: 282831

License Grant
For VITAâ„¢, Licensor grants the Swiss Licensee a worldwide, non-exclusive right and license during the term of the Research Program, without the right to sublicense, under the Licensor Patent Rights and Licensor Technology covering VITA TM for research use solely as necessary for Licensee to participate in the Research Program with respect to the Collaboration Target List and Candidate Targets.

For Candidate targets
—  For Exclusive License During Exclusivity Period, with respect to each Candidate Target, subject to the terms of this Agreement, Licensor grants a worldwide exclusive right and license during the Exclusivity Period, with the right to sublicense, under the Licensor Patent Rights, Licensor Technology and Licensors interest in Joint Patent Rights and Joint Technology covering such Candidate Target to use such Candidate Targets in Licensees  research program aimed at making, having made, using, selling and importing Licensees Products.
—  For Co-Exclusive License After Exclusivity Period, upon the expiration of the Exclusivity Period for a Candidate Target, Licensees license shall become a co-exclusive license, with the right to sublicense.
—  For the exclusive License to Selected Targets, with respect to each Selected Target, Licensor grants a worldwide exclusive right and license, with the right to sublicense, under the Licensor Patent Rights, Licensor Technology and Licensors interest in Joint Patent Rights and Joint Technology covering such Selected Target to use such Selected Target in Licensees research program aimed at making, having made, using, selling and importing Licensees Products.

For the Exclusive License to Validated Assays, with respect to each Validated Assay, Licensor grants a worldwide exclusive license, with the right to sublicense, under Licensor Patent Rights, Licensor Technology and Licensors interest in Joint Patent Rights and Joint Technology covering such Validated Assay to use the Validated Assay in Licensees research program aimed at making, having made, using, selling and importing Novartis Products.

For Active Licensor Compounds, with respect to each Active Licensor Compound, Licensor grants an exclusive option to an exclusive right and license, with the right to sublicense, under the Licensor Patent Rights, Licensor Technology and Licensors interest in Joint Patent Rights and Joint Technology covering such Active Licensor Compound to create Active Licensor Compound Derivatives, use such Active Licensor Compound or Active Licensor Compound Derivatives in Licensees research and development program and to make, have made, use, sell and import Licensee Products.

License Property
Licensor possesses know-how, expertise and intellectual property rights pertaining to anti-infective drug discovery and to a proprietary drug discovery technology known as VITA TM which couples the validation of the inhibition of a target in an animal model during an established infection with assay development and screening for the discovery of novel drug leads.

VITA TM or Validation In Vivo of Targets for Anti-infectives shall mean Licensors proprietary technology for the validation of anti-infective targets during an established infection in a mouse model system and the development of assays.

Field of Use
Licensee will use VITA (Validation In vivo of Targets and Assays for Antiinfectives) to validate and develop assays for antiinfective targets and to identify new compounds for development as antiinfective agents.

IPSCIO Record ID: 222558

License Grant
For the Compounds and Products, Licensor grants an exclusive license under the Licensor Technology and Licensors interest in the Collaboration Technology, exclusive even as to Licensor and its Affiliates, to make, have made, use, sell, offer to sell, import and export Agreement Products in the Territory. It is understood that such licenses shall include the right to conduct drug research and development, and the exclusive right to discover, develop, make, have made and use Agreement Compounds, during the term of this Agreement.

For the Collaboration Target-Specific Technology, Licensor grants an exclusive license, exclusive even as to  Licensor and its Affiliates, under all of Licensors interest in the Collaboration Target-Specific Technology for any and all purposes in the Territory, including the right to grant sublicenses.

For the Collaboration Platform Technology, upon conclusion of the Collaboration Term, the Parties each  grant, to the other a co-exclusive license under their respective interests in the Collaboration Platform Technology in the Territory, as follows  the Parties may each use such Collaboration Platform Technology for any and all internal uses, including without limitation, in collaboration with Third Parties for drug discovery.

For the Columbia Sublicense, Licensor grants a non-exclusive sublicense, without the right to sublicense, under the Columbia License, to make, have made, use, offer to sell, sell, import and export Agreement Products in the Territory, including, without limitation, the right to decode Library Compounds.

License Property
Licensor has developed proprietary technologies relating to the design and preparation of encoded compound libraries based upon combinatorial chemistry.  'Licensor Technology' shall mean Existing Licensor Patent Rights, Existing Licensor Know-How, and Licensor Improvements (with some exceptions).

Product means any Agreement Product or Licensees Product.

Agreement Product shall mean any product containing an Agreement Compound, including, without limitation, products for the therapeutic or prophylactic treatment or prevention of diseases and conditions in human beings or animals.

Licensees Product shall mean any product for the therapeutic or prophylactic treatment or prevention of diseases and conditions in human beings containing a Licensee Compound, provided such Licensee Product is not a Combination Product containing both a Licensee Compound and an Agreement Compound.

Active Compound shall mean a Library Compound that demonstrates activity against a specific Target, which Library Compound was found to have such activity at a concentration set forth in the applicable Collaboration Research Plan during screening of one or more Libraries by Licensor in the conduct of the Collaboration or was found to have such activity during screening by or on behalf of Licensee.

Licensor's combinatorial chemistry technology as an important component in our ongoing efforts to accelerate the drug discovery process and to identify lead compounds for development as new therapeutic entities.'

Field of Use
This agreement field relates to assays, compound screening methods and biological research tools used to design, prepare and screen compound libraries against Licensees biological targets.

IPSCIO Record ID: 211827

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

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

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

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

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

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

IPSCIO Record ID: 282921

License Grant
The Licensor and Canadian Licensee are entering a collaborative research and development program to develop screens against agreed targets, and use such screens to identify compounds having activity against one or more of such targets.

Licensor grants to the Canadian Licensee, on a Screen-by-Screen basis, a world-wide, non-transferable, non-exclusive license, without the right to grant sublicenses, under Licensor Technology to make and use any Screen and use any Screening Supplies paid for by Licensee.

License Property
Licensor designs, develops, and manufactures proprietary fluorescent bioassay technologies and chemistries used therein for screening systems.

Agreement Compound shall mean any Hit or Derivative.

Screen shall mean an assay developed by Licensor pursuant to this Agreement to an agreed molecular target.

Licensor designs, develops, and manufactures proprietary fluorescent bioassay technologies and chemistries used therein for screening systems, useful for the acceleration of novel drug discovery and to increase the productivity of drug discovery programs.

Field of Use
The field of use is for the acceleration of novel drug discovery and to increase the productivity of drug discovery programs.

Licensee will then proceed with a medicinal chemistry program to develop drug candidates from which pharmaceutical products may be derived.

IPSCIO Record ID: 240623

License Grant
The primary objective of the Target Discovery Program is to identify and qualify a minimum of 225 QTs during the Discovery Program Term.

License grants the German Licensee with Respect to Selected QTs and Selected QTs, an exclusive license in the Territory, under Licensors rights to Licensor Know-How and Licensor Patent Rights, to research, develop, make and use Selected QTs, other than Returned QTs, NonExclusive QTs and Waived QTs, and the Configured Assays, including without limitation Licensor Configured Assays, that embody or are based on such Selected QTs, to the extent necessary to discover or develop Licensee Royalty Products for the applicable Licensed lndications through the use of such Selected QTs, and to make, have made, import, use, have used, offer for sale, sell and have sold for the applicable Licensed lndications Licensee Royalty Products that are discovered or developed through the use of such Selected QTs, subject, to any applicable field restrictions or exclusivity limitations in the case of any Selected QTs that are Restricted Targets.

With Respect to Selected CTs, Licensor grants an exclusive license in the Territory, under Licensors rights to Licensor Know-How and Licensor Patent Rights,  to research, develop, make and use Selected CTs other than Returned CTs and Selected Non-Exclusive CTs,  and the Configured Assays, including without limitation Licensor Configured Assays, that embody or are based on such Selected CTs, to the extent necessary to discover or develop Licensee Royalty Products for the applicable Licensed Indications through the use of such Selected CTs, and to make, have made, import, use, have used, offer for sale, sell and have sold for the applicable Licensed Indications Licensee Royalty Products that are discovered or developed through the use of such Selected CTs, to any applicable field restrictions or exclusivity limitations in the case of any such Selected CTs that are Restricted Targets.

With Respect to Returned QTs, Licensor grants a non-exclusive license in the Territory, under Licensors rights to Licensor Know-How and Licensor Patent Rights, to research, develop, make and use Returned QTs and Configured Assays, including without limitation Licensor Configured Assays, that embody or are based on such Returned QTs, to the extent necessary to discover or develop Licensee Royalty Products for the applicable Licensed Indications through the use of such Returned QTs, and to make, have made, import, use, have used, offer for sale, sell and have sold for the applicable Licensed Indications Licensee Royalty Products that are discovered or developed through the use of such Returned QTs, to any applicable field restrictions in the case of any Returned QTs that are Restricted Targets.

For the Grant with Respect to Returned CTs and Selected Non-Exclusive CTs, Licensor grants to a non-exclusive license in the Territory, under Licensors rights to Licensor Know-How and Licensor Patent Rights, to research, develop, make and use the Returned CTs and Selected Non-Exclusive CTs and Configured Assays, including without limitation Licensor Configured Assays, that embody or are based on such Returned CTs and Selected Non-Exclusive CTs, to the extent necessary to discover or develop Licensee Royalty Products for the applicable Licensed Indications through the use of such Returned CTs or Selected NonExclusive CTs, and make, have made, import, use, have used, offer for sale, sell and have sold for the applicable Licensed Indications Licensee Royalty Products that are discovered or developed through the use of Returned CTs and Selected Non-Exclusive CTs, to any applicable field restrictions in the case of any Returned CTs or Selected Non-Exclusive CTs that are Restricted Targets.

License Property
Licensed Indications means, with respect to a QT or CT, the disease indication or indications specified upon the entry of a QT into the Discovery Program or a CT into the Conversion Program.

Licensor is engaged in the business of conducting research in the field of human genomics, with the  objective to discover potential biological targets and assays for use in drug discovery.

Conversion Target or CT means a target for Small Molecule Drug discovery.

Qualified Target or QT means a target for Small Molecule drug discovery identified or developed in the course of the Target Discovery Program that has all of the following characteristics
— is a Druggable Target that is a complete coding sequence of a human gene, except in the case of Druggable Targets for viral diseases, in which case the gene may be viral in nature;
— has a Disease/Therapeutic Hypothesis;
— is a Novel Protein, an Unrecognized Protein, a Novel Annotation Protein, or a Druggable Target that is otherwise approved by the Licensee Program Director as a Qualified Target; and
— the use of such target in the manner contemplated in the Research Plan would not, at the time of its identification or annotation in the Target Discovery Program, infringe one or more claims of an issued patent, not owned by or licensed to Licensee or any of its Affiliates, in the country in which such use of
the target is expected to occur, unless such target is otherwise approved by the Licensee Program Director.

Licensor Royalty Products means all Small Molecule Drugs that have as their active therapeutic substance a lead structure provided by Licensee to Licensor.

Field of Use
Field means therapeutic and/or prophylactic treatment of all human diseases and conditions, including Oncology, Cardiovascular (excluding Thrombosis), Hematology, Thrombosis, Pain/Urology, and, Virology.

IPSCIO Record ID: 283198

License Grant
The Licensee and Swiss Licensor are establishing a research program to identify and validate a limited number of antibacterial targets and to develop a select number of validated assays for high-throughput screening to identify new lead compounds active against such validated targets for the development of drugs.

For Discontinued Licensor Compounds
—  Globally Discontinued Licensor Compounds, in the event that the Swiss Licensor determines, or is forced, to discontinue the development or the global commercialization of a Licensor Product based on a Licensor Compound or an Active Licensee Compound Derivative, such Licensor Compound or Active Licensee Compound Derivative being referred to herein as a Globally Discontinued Novartis Compound, and if Licensor, at its sole discretion, decides to license to a Third Party such Globally Discontinued Licensor Compound, then Licensor shall notify Licensee in writing of the occurrence of the above. Licensee shall then have the right of first refusal.

—  Locally Discontinued Licensor Compounds, in the event that in any country, following the First Commercial Sale of a Licensor Product based on a Licensor Compound or an Active Licensee Compound Derivative, there is a continuous one (1) year period in which no such Licensor Product is sold in such country, and if Licensor, at its sole discretion, decides to license to a Third Party such Locally Discontinued Licensor Compound, Licensor shall notify Licensee in writing of the occurrence of the above. Licensee then
shall have the right of first refusal.

This agreement also includes exclusive, non-exclusive and co-exclusive grants from Licensee to Licensor.

License Property
The know-how, expertise and intellectual property rights pertain to anti-infective drug discovery and to a proprietary drug discovery technology known as VITA TM which couples the validation of the inhibition of a target in an animal model during an established infection with assay development and screening for the discovery of novel drug leads.

VITA TM or Validation In Vivo of Targets for Anti-infectives shall mean Licensors proprietary technology for the validation of anti-infective targets during an established infection in a mouse model system and the development of assays.

The technology couples the validation of target proteins in a pathogen during an established infection in an animal with assay development. The assay is used in high throughput screening to discover novel drug leads that act on therapeutically relevant targets. It is broadly applicable to a number of different targets, including proteins encoded by open reading frames (ORFs), which have previously been intractable to traditional screening paradigms.

Field of Use
Licensee possesses know-how, expertise and intellectual property rights pertaining to antiinfective drug discovery and to a proprietary drug discovery technology known as VITA(TM) which couples the validation of the inhibition of a target in an animal model during an established infection with assay development and screening for the discovery of novel drug leads.

IPSCIO Record ID: 299264

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

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

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

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

Initial target is Type 3 Phosphodiesterases.

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

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

IPSCIO Record ID: 329676

License Grant
For the license grant for Exclusive Screens Licensor grants an exclusive right and license, under the Technology, Patents and Know-How, to use and practice the Exclusive Screens, including, without limitation, the right to grow sufficient amounts of Materials provided by Licensor to Licensee.

For the license grant for Non-Exclusive Screens, License grants an exclusive right and license, under the Technology, Patents and Know-How, to use and practice Non-Exclusive Screens, including, without limitation, the right to grow sufficient amounts of Materials provided by Licensor to Licensee, during the term of the Research Programs, but in no event for less than nine months after Licensee receives Materials and other information from Licensor identifying and enabling Licensee to use such Non-Exclusive Screen.

License Property
Licensor has the exclusive rights to certain technology involving the transfection and expression of G-protein- coupled receptors into yeast.  Licensor exploits similarities between the yeast and human genome to identify new drug discovery targets.

The Autocrine System shall mean that part of Licensors Technology whereby any yeast cells into which human Receptors have been inserted and grow in response to compounds produced and secreted by the same yeast cells.

Compound shall mean any Lead Compound or any Analog of any Lead Compound.

Receptor shall mean any human, G-protein-coupled, seven transmembrane receptor (including, without limitation, genes, vectors and cDNAs), and shall include any Licensee Receptor or Other Receptor.

Licensee Receptor shall mean a Receptor which is proprietary to Licensee and is provided by Licensee to Licensor for use in the Research Programs, or a Receptor which is proprietary to Licensee and is cloned or obtained by Licensor pursuant to research performed under the Research Programs, or a Receptor provided by Licensee to Licensor for use in the Research Programs which is deemed to be a Licensee Receptor.

Technology shall mean all inventions, improvements, discoveries, claims, formulae, processes, trade secrets, technologies, Patents and Know-How owned by Licensor or to which Licensor has the rights to grant licenses or sublicenses, and relating to or derived from Licensors yeast-based, human G-protein-coupled receptor technology, or the Research Programs.

The Patents are titled
Expression of G Protein Coupled Receptors in Yeast, Yeast-Based Peptide Libraries for identification of G Protein-Coupled Receptor Agonists and Antagonists, and, Functional Expression of Mammalian Adenylyl cyclase in Yeast.

Field of Use
The field of use is screening assays.

Licensee recognizes that the technology represents a valuable source of development of screening assays for the discovery of potential products for manufacture, use and sale in the Territory.

IPSCIO Record ID: 336363

License Grant
For the License Grants for Collaborative Research, Licensor grants an exclusive, worldwide, non-transferable, except as to Japan, license, with the right to sublicense only as it relates to Japan, under the Licensor Technology and Licensors interest in the Collaboration Technology to use such technology solely to the extent necessary or appropriate to carry out Allergans research responsibilities under the Collaboration in the Field.

For the License Grant for Development and Commercial Purposes, Licensor grants the following rights and licenses
–  an exclusive, license under the Licensor Technology and Licensor’s interest in the Collaboration Technology to make, have made, and use Collaboration Lead Compounds in order to conduct necessary preclinical, clinical and other development activities on such Collaboration Lead Compounds to obtain Regulatory Approval for use in the Field as Licensee Products;
–  an exclusive license under the Licensor Technology and Licensor’s interest in the Collaboration Technology to make, have made, use and sell Licensees Products in the Field in the Territory.

License Property
Licensor has discovered compounds that are potent agonists selective for the m1 muscarinic receptor which agonists may be useful in the treatment of ocular disease such as glaucoma.

The patent is titled Compounds with Activity on Muscarinic Receptors.

Licensor Designated Compound shall mean any one of up to ten Active Compounds and their respective enantiomers and isomers, to the extent such isomers are included in the mixture tested and salts thereof,

Licensor Know-How shall mean all tangible or intangible know-how, trade secrets, inventions, whether or not patentable, data, preclinical results, physical, chemical or biological material, and other information and data on or relating to all M1 Muscarinic.

Active Compounds shall mean any M1 Muscarinic that demonstrates the requisite activity levels in the Assays pursuant to the Research Plan

M1 Muscarinics shall mean all m1 muscarinic receptor ligands in Licensor’s possession as of the Effective Date, synthesized during the Research Term pursuant to the Research Plan or in any other Licensor program which selectively targets activation of the m1 muscarinic receptor, or acquired from Third Parties during the Research Term pursuant to the Research Plan or in conjunction with any other Licensor program which selectively targets activation of the m1 muscarinic receptor.

Assays shall mean R-SATâ„¢ assays used to measure activity at all muscarinic receptors and other in vitro molecular assays as determined by the RMC.

Field of Use
The Field shall mean the prevention or treatment of ocular disease.

IPSCIO Record ID: 245923

License Grant
With this amendment Licensor and Japanese Licensee desire to add and include their cooperative research relationship to develop and market novel therapeutic products whose action is based upon the regulation of STATs involved in IL-18, except to the extent such activation occurs through a protein that is also active within the IL-1 pathway function.

In the agreement, the parties previously entered into, the Collaboration Agreement which, established a cooperative research and development relationship in order to discover, develop and market novel products whose action is based upon the regulation of Signal Transducers and Activators of Transcription ('STATs') involved in [IL-4, IL-12 and gamma interferon] functions.

In the original agreement, the Licensor grants the Japanese Licensee
– an exclusive license to make, have made, use, offer to sell, sell and import Product in the Licensee Territory under the Licensor Technology; and
– a nonexclusive,  worldwide license under Licensors rights in and to the Program Know-How and Program Patents for any purpose outside the Field.

License Property
Licensor is engaged in the research and development of therapeutic pharmaceutical products based upon the regulation of transcription factors.

With the amendment, the compound is updated and shall mean a substance which is identified by the Parties during the term of the Research Program as either inhibiting or promoting the activity of STATs activated by IL-4, IL-12, gamma interferon or IL-18, except to the extent such activation occurs through a protein that is also active within the IL-1 pathway.

Product shall mean a Drug Candidate, when used as an active ingredient in a pharmaceutical product for use in the Field, including all indications, formulations, line extension or modes of administration thereof.

Field of Use
The Field shall mean the therapeutic modulation of human immune function where use is initially restricted to prescription use, whether or not such restriction to prescription use continues.

Licensor have discovered two human transcription factors, STAT6 and STAT4, that are key proteins involved in immune regulation. When overstimulated, these proteins are instrumental in the development of allergy and asthma in the case of STAT6, and in the development of autoimmune diseases such as rheumatoid arthritis and inflammatory bowel disease in the case of STAT4.  Experiments in animals have demonstrated that disabling these proteins is safe and blocks inappropriate immune responses. These results demonstrate that STAT6 and STAT4 are excellent drug discovery targets.  The goal is to discover drugs capable of selectively blocking STAT6 or STAT4 function.

IPSCIO Record ID: 215175

License Grant
The parties wish to collaborate in a chemical lead and drug discovery program.  This agreement has an exclusive period.

Subject to and following the decision of Licensor or its licensee to not develop and commercialize with Due Diligence an Active Compound, a Development Compound or Product, as the case may be, Licensor shall grant to Licensee a license, with the right to sublicense, under those Collaboration Patents and know-how which are resulting from the Research Program and related exclusively to the Returned Compound, to make, have made, use, have used, sell, have sold, import and export such Returned Compound in the Territory.

License Property
The Product means any product containing an Active Compound or Development Compound with such compound as the active ingredient or one of the active ingredients, which is the subject of one or more claims under a Collaboration Patent and which is granted regulatory approval by the governing health regulatory authority of the applicable country for marketing in the Field.
Field of Use
The Field means all therapeutic indications in humans for any Target against which a Collaboration Compound, Active Compound, Development Compound or Products may be directed.

IPSCIO Record ID: 249719

License Grant
Licensor grants the Japanese Licensee an exclusive, worldwide, right and license, within the Territory, to use the Licensor Know-How and Patent Rights and Licensors undivided interest in any Program Intellectual Property and Joint Program Patent Rights, as embodied in or related to any Designated Compounds, to research, develop, make, have made and use such Designated Compound to develop Licensed Products and to make, have made, use, distribute for sale, promote, market, offer for sale, sell, have sold, import and export Licensed Products.

This agreement includes non-exclusive terms as well.

License Property
The licensed property includes
(a) the Ne0Morph Screening Library,
(b) the NeoMorph Focused Libraries,
(c) ALIS and QSCD,
(d) the Candidate Compound A,
(e) the Candidate Compound B,
(d) the Candidate Compound C, together with, where applicable, any analogs, derivatives, fragments, sub-cellular constituents or expression products thereof and
(e) any other tangible materials provided by Licensor to Licensee for use in the conduct of the Program, which is Controlled by Licensor, primarily relates to a Designated Compound or Licensed Products, whether or not patentable.

NeoMorph Chemistry means the process, proprietary to Licensor, of forming libraries and sub-libraries of discrete compounds by coupling a broad set of diverse cores with diverse sets of building blocks employing proprietary mass-coding algorithms.

NeoMorph Focused Libraries means those compounds synthesized by Licensor derived from Active Compounds identified by Licensee in bioassays or functional assays NeoMorph Screening Library means the entire collection of libraries consisting of mass-encoded small molecule organic compounds owned by Licensor and developed with NeoMorph Chemistry, comprising at least 10,000,000 different compounds.

Licensee is interested in identifying potential pharmaceutical products for treatment of certain human diseases and wishes to identify compounds that exhibit a high degree of chemical binding and functional activity to specific protein targets. Licensor has certain technology and know-how, including screening processes of libraries of mass-encoded small molecule compounds, relating to the identification, discovery, validation and optimization of novel compounds which may be useful for development of novel therapeutics employing targets implicated in a disease process.

Field of Use
The Licensees intended use is for treatment of certain human diseases and wishes to identify compounds that exhibit a high degree of chemical binding and functional activity to specific protein targets.

The Field means treatment of any disease in humans.

IPSCIO Record ID: 300754

License Grant
Licensor hereby grants and agrees to grant to Licensee the following licenses

Licensor in which Licensee holds approximately a 32% interest, grants to Licensee the exclusive right to screen Initial Targets (including New Targets  accepted into the Research Plan as Initial Targets) until the later of (I) the end of the Research Term or (ii) two and one-half years from the date that such New Target was accepted into the Research Plan (the 'Discovery Period'). Subject to the obligation of Licensor to perform screening under the Research Plan, Licensor also grants Licensee the exclusive right to utilize the Collaboration Technology pursuant to the terms of this Agreement during the Discovery Period for the sole purpose of screening New Targets to discover Collaboration Compounds.

Licensor grants to Licensee (a) the exclusive right to screen targets in the antibacterial or antifungal portion of the Licensee Field using Surrogate Genetics technology and Collaboration Technology for a period of ten (10) years from the Effective Date, and thereafter on a non-exclusive basis, subject to a royalty in the case of Licensee Targets included in the Research Plan (iii) of this Agreement, but otherwise royalty-free and (b) the non-exclusive perpetual right to screen targets in the non-antibacterial, non-antifungal and non-antiviral portion of the Licensee Field using Surrogate Genetics technology and Collaboration Technology on a royalty-free basis.

Licensor grants to Licensee a worldwide exclusive license to make, use and develop Collaboration Compounds for the purpose of developing Licensed Products for the period from the Effective Date until the earlier of (I) five years after the end of the Research Term or (ii) any time after one year from the end of the Research Term in the event that Licensee is not using reasonable commercial efforts as provided to pursue development of Licensed Products including without limitation, the selection of appropriate Reserved Drug Classes. After such period, Licensees right to make, use and develop Collaboration Compounds for the purpose of developing Licensed Products shall then become nonexclusive except with regard to Reserved Drug Classes.

Licensor grants to Licensee a worldwide license (with a right to sublicense) under all Know-How and Patent Rights in and to the Collaboration Technology, (I) on an exclusive, perpetual basis to develop, have developed, make, have made, use, sell, have sold, distribute, and have distributed Licensed Products and (ii) on an exclusive basis for a period of ten years from the Effective Date solely to develop, have developed, make, have  made, use, offer to sell, sell, have sold, distribute, and have distributed products in the field of infectious diseases caused by bacteria and fungi (the antibacterial and antifungal portion of the Licensee Field), and thereafter, on a non-exclusive basis, within and outside the Licensee Field, to develop, have developed, make, have made, use, offer to sell, sell, have sold, distribute, and have distributed products.

License Property
Initial Target shall mean those targets listed hereto and those New Targets which are included as Initial Targets under the Research Plan.
Hepatitis C Virus (HCV)
Hepatitis B Virus
Herpes Simplex Viruses and Cytomegalovirus (HCMV)
Human Immunodeficiency Virus ( HIV)
Influenza viruses
Rhinovirus

New Target shall have the meaning of a target identified within the field and is not an initial target.

Licensee Target shall have the meaning a target that Licensee identifies in the antibacterial or antifungal portion of the Licensee field for which Licensee seeks to utilize Surrogate Genetics to discover, develop or commercialize products.

Collaboration Technology shall mean all Know-How and Patent Rights that a Party owns or Controls, which is conceived, reduced to practice or otherwise developed by Licensor (or its agents) or Licensee (or its agents) or jointly by Licensor and Licensee (or their respective agents) during the Research Term arising out of the Research Program.

Collaboration Compound shall mean any compositions of matter to be used in the Field that incorporate, are derived from, developed using, or based upon the Initial Targets (i) discovered, identified, synthesized or acquired by or on behalf of Licensor or Licensee during the Research Term and meet the Validation Criteria during the Research Term or within 24 months after the end of the Research Term or (ii) contained within a chemical genus as defined in any issued patent or any patent application being prosecuted in good faith by Licensor or Licensee, for which one member or such chemical genus is defined in (i) above; provided, however, that compositions of matter that incorporate, are derived from, developed using or based upon the New Targets accepted into the Research Plan as Initial Targets shall be considered Collaboration Compounds for the purposes of this Agreement, only if such compositions are (a) discovered, identified, synthesized or acquired by or on behalf of Licensor or Licensee during the Discovery Period and meet the Validation Criteria during or within six months after the Discovery Period or (b) contained within a chemical genus as defined in any issued patent or any patent application being prosecuted in good faith by Licensor or Licensee.

Licensed Product means any product based upon or derived from a Collaboration Compound and approved for sale by the USFDA or its foreign equivalent.

Surrogate Genetics shall mean the use of genetically engineered recipient cells, such as, but not limited to  bacteria, fungi, worm, fly, or mamalian cells, to create heterologous systems useful for gene-based functional assays for any gene, in applications such as, but not limited to gene discovery, functional genomics, drug screening, phenoprinting and diagnostics.

Patent Rights shall mean all United States and foreign patents (including all reissues, extensions, substitutions, confirmations, re-registrations, re-examinations, revalidations and patents of addition) and patent applications (including, without limitation, all provisionals, continuations, continuations-in-part and divisions thereof) in each case, claiming an invention which is necessary or useful for the design, development, testing, use, manufacture or sale of (i) Licensed Products, in the case of Licensee or (ii) Licensor Products, in the case of Licensor.

Field of Use
Licensee will apply the genetics technology to a number of viral disease targets in a search for novel antiviral agents.

Field shall mean viral therapeutics for human, animal and agricultural applications using small molecule approaches and viral disease diagnostic tools.

Licensee Field shall mean research and development of products for infectious diseases caused by bacteria, fungi, viruses, or other infectious agents, for use in viruses, or other infectious agents, for use in human health, animal health, agriculture, or other applications, which products may include but not be limited to, small molecules, vaccines, antisense, gene, antibody, protein, peptides, or diagnostics.

IPSCIO Record ID: 314349

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

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 324839

License Grant
Licensor grants an exclusive, worldwide license, including the right to grant sublicenses, to make, have made, use, offer for sale, sell, have sold and import Licensed Products in the area under all of Licensors licensable rights in the Intellectual Property and Patent Rights.
License Property
Licensor has expertise in the biochemistry and molecular biology of tRNA synthetases from microorganism and human sources.

AMINOACYL-tRNA Synthetases means those enzymes responsible for the aminoacylation of tRNA molecules with their cognate amino acid.

Anti-infective agent means any compound resulting from the Collaboration with inhibitory activity/against a Program tRNA Synthetase or any other AMINOACYL-tRNA Synthetase.

Compound means any chemical entity or natural product sample that is identified as a HIT or synthesized in the Medicinal Chemistry and Drug Discovery Program; provided, however, that the term Compound shall not mean or include any Restricted Compound.

HIT means any compound in the Licensee Compound Library which, in the course of the Primary Screening Program, is shown to meet the criteria for inhibitory activity against a Program tRNA Synthetase, as such criteria is set forth in the Research Plan.

Field of Use
The field of use, or area, means research or development with respect to Anti-infective Agents useful in the prevention, treatment or management of any disease states in human beings, animals or plants.

IPSCIO Record ID: 324663

License Grant
By this amendment the Parties extend their oncology research collaboration designed to identify and validate molecular targets implicated in cancer, with the goal of increasing the total number and degree of validation of cancer targets Licensor will deliver to Licensee. The Parties will each maintain the option to obtain exclusive worldwide rights to equal numbers of validated targets arising from the collaboration.

For Research, Licensor grants a non-exclusive, worldwide license, with the right to sublicense to its Affiliates, but without the right to sublicense to Third Parties except with prior written consent of Licensor, under any Licensor Know-How and Patents solely (A) to perform the research tasks assigned, and (B) to perform research, during the first six months after the end of the Initial Research Term, upon mammalian orthologues of certain Model System Targets.

For Licensee Selected Targets, Licensor grants an exclusive, worldwide, royalty-bearing license, with the right to sublicense, under any Licensor Know-How and Patents covering the composition, manufacture, or use of one or more Licensee Selected Targets, to make and use each such Licensee Selected Target
(A) to perform research within the Research Field upon each such Licensee Selected Target, including using such Licensee Selected Target to search for Collaboration Compounds,
(B) to develop, and make or have made for use in the Development Field, Licensee Products comprising or incorporating Collaboration Compounds,
(C) to develop, following the commencement of a clinical trial of a Licensee Product in the Development Field, such Licensee Product for any human indication , and
(D) to make, have made, use, import, sell, offer to sell and have sold Licensee Products.

For Assays, Licensor grants an exclusive, worldwide license, with the right to sublicense, under any Licensor Know-How and Patents covering the composition or use of one or more Assays,
(A) to make and have made such Assay,
(B) to use each such Assay to search for, make and have made (1) Collaboration Compounds with activity against the Licensee Selected Target for which such Assay was developed, and (2) compounds that lack activity against the Licensee Selected Target for which such Assay was developed,
(C) to develop, and make or have made, for use in the Development Field, and in any defined field licensed by Licensee, Licensee Collaboration Products, and
(D) to develop, following the commencement of a clinical trial of a Licensee Collaboration Product in the Development Field, such Licensee Collaboration Product for any human indication.

For Lead Compounds/Back-Up Compounds, Licensor grants a worldwide license, with the right to sublicense, under any Licensor Know-How and Patents during the term of this Amended and Restated Agreement covering the composition, manufacture, or use of a Lead Compound delivered to Licensee or a Back-up Compound for such Lead Compound,
(A) to make derivatives of such Lead Compounds and Back-up Compounds,
(B) to research, develop, and make or have made for use in the Development Field, Licensee Collaboration Products comprising or incorporating such a Lead Compound or Back-up Compound or derivative thereof,
(C) to develop, following commencement of a clinical trial of such a Licensee Collaboration Product in the Development Field, such Licensee Collaboration Product for any human indication, and
(D) to make, have made, use, import, sell, offer to sell and have sold such Licensee Collaboration Products.

For Pharmacogenomic Uses, Licensor grants a nonexclusive, worldwide, royalty-bearing license, with the right to sublicense, under the Licensor Know-How and Patents covering the composition, manufacture or use of any Selected Target of either Party, to use such Selected Target in the research, development, manufacture, use, import, sale and offer for sale of a Pharmacogenomic Product for use
(A) in connection with the research, development, manufacture, use, import, sale and offer for sale, for any indication, of a (i) Licensee Product or (ii) a product that modulates the same Selected Target as such Licensee Product via substantially the same molecular mechanism of action (a Target Product), and
(B) in the labeling, promotion, and registration of any Licensee Product or Target Product for any indication. Such license for a particular Pharmacogenomic Product shall be sublicensable solely (x) together with a sublicense under with respect to a related Licensee Product or (y) by Licensee or its sublicensee, for the purpose of developing or commercializing a Pharmacogenomic Product for use in conjunction with a related Licensee Product that Licensee or its sublicensee is developing or commercializing.

For Negative Screening Using Licensor Targets, Licensor grants to a non-exclusive, worldwide, license under any Licensor Patents and Know-How covering the composition, manufacture, or use of an Licensor Selected Target, to use such Licensor Selected Target solely in secondary screening assays developed by or for Licensee to identify, research and develop Collaboration Compounds and Licensee Products that lack the ability to inhibit, activate or otherwise modulate the activity of such Licensor Selected Target.

For Licensor Validation Protocols and Reagents, Licensor grants a non-exclusive, worldwide license under the Licensor Know-How and Patents relating to
(A) the Licensor validation protocols and reagents listed and
(B) all validation protocols and reagents that are developed by Licensor in the course of performing its duties under the Research Plan, to use same for all-purposes.

For Improvements to Licensee Validation Protocols and Reagents, Licensor grants a non-exclusive, worldwide license, with the right to sublicense, under the Licensor Know-How and Patents to use for all purposes, all improvements to the validation protocols and reagents licensed by Licensor that incorporate or contain any of such validation protocols and reagents licensed by Licensee.

For Target Inventions
–  Subject to the terms of this Amended and Restated Agreement, Licensor grants an exclusive, worldwide license, under the Target Inventions invented solely by Licensee and all Patents Controlled by Licensor that claim such Target Inventions, to use such Target Inventions for all purposes other than those for which Licensor has exclusive rights, and,
–  Subject to the terms of this Amended and Restated Agreement, Licensor grants a worldwide license, under the Target Inventions invented jointly by Licensee and Licensor and all Patents Controlled by Licensor that claim such Target Inventions, to use, without any accounting or obligation to, or consent required of, Licensor, such Target Inventions for all purposes other than those for which Licensor has exclusive rights.

For the Option for Non-exclusive License, Subject to the terms of this Amended and Restated Agreement, Licensor grants an option to receive a non-exclusive, worldwide license, with the right to sublicense, under the Licensor Know-How and Patents covering the composition, manufacture, or use of one or more Licensee Selected Targets
(A) to perform research in a defined field outside the Research Field upon each such Licensee Selected Target, including using such Licensee Selected Target to search for Collaboration Compounds with activity outside the Development Field,
(B) to develop, and make or have made, for use in a defined .field outside the Development Field, Licensee Products comprising or incorporating Collaboration Compounds, and
(C) to make, have made, use, import, sell, offer to sell and have sold such Licensee Products.

License Property
The technology is for Entry points for Oncology Genetic Screens including Apoptosis, DNA Repair, Cell Adhesion, and Larval tumor suppressors. C. elegans or S2 cell culture screens, and, Mammalian cell culture screens.

Genetic Screen means a systematic analysis, for the purpose of Model System Target identification, of the functions of a Genetic Entry Point and of other genes or gene products in the same or related pathway, such analysis involving
(a) in vivo or in vitro alteration (via mutation or introduction of inhibitory molecules such as small molecules, antibodies, antisense molecules, or peptides) of such Genetic Entry Point or its encoded product, such alteration having an assayable phenotype or activity,
(b) isolation of mutations, genes or gene products that modify the phenotype or activity of the altered Genetic Entry Point,
(c) characterization of the modifying mutations, genes or gene products, and
(d) cell based assays or phenotypic assays that look directly at biological processes in oncology.

Phenotypic Screen means a screen performed in a wild-type cell or organism in which certain genes are turned on or off and the effect thereof is measured through the use of an assay that measures a biological response in the Research Field.

Field of Use
The Research Field means cancer research regarding
(a) growth regulation,
(b) cell cycle control,
(c) DNA damage response,
(d) cell survival,
(e) cell adhesion, or
(f) apoptosis
as they pertain to cancer, as well as the adenomatous polypossis coli gene (ape).

The Development Field means the treatment or prophylaxis of any type of human cancer.

The Parties desire to establish a collaboration to apply such Licensor technology and expertise to the identification and characterization of biochemical pathways and targets in specific research areas relevant to cell growth and proliferation, to generate small molecule therapeutic or prophylactic compounds directed against such targets, and to provide for the development and commercialization of novel therapeutic and prophylactic products based on such research.

IPSCIO Record ID: 240609

License Grant
Licensor hereby grants the Japanese Licensee the right and license, with the right to sublicense, to develop, make, have made, use and sell Products in the Territory solely within the Field under Licensor Technology and the Licensor-owned and jointly owned Collaboration Technology. The license granted herein shall be exclusive, even as to Licensor, except for the co-promotion rights retained by Licensor as set forth in this agreement. All Licensed Compounds and the patents and patent applications included in the Licensor Technology and the Licensor-owned and jointly owned Collaboration Technology licensed under this subsection is updated from time to time to include new Licensed Compounds and the patent applications and issued patents relating thereto. Licensee covenants and agrees that it will not use, directly or indirectly, the Licensor Technology or Licensor solely owned Collaboration Technology for any purpose other than developing, making, having made, using or selling Products in the Territory in the Field under this Agreement.
License Property
Product shall mean any pharmaceutical product, including all formulations, line extensions or modes of administration thereof, which contains a Licensed Compound as an active ingredient or compound which is derived from a Licensed Compound for replacement of the Licensed Compound.

Licensed Compound shall mean a compound which is an Active Compound and which is recommended by the Research Committee and selected by Licensee for GLP Toxicology Studies and further development under the License Agreement.

Active Compound shall mean each Licensee or Licensor Substance which meets the criteria set forth (including any such Substance which was screened in Assays prior to the Effective Date and for which the Research Committee determines that such criteria are met), and each derivative or analogue thereof developed in the course of, but not after, the Research Program or the Tail End Period, if such derivative or analog thereof meets the criteria set forth.

The collaboration agreement is to discover and develop antibacterial drugs based on the two principal targets in the Licensor's anti-bacterial program.

Field of Use
This agreement pertains to the drug industry relating to novel therapeutic products.  Field shall mean therapeutic treatment of bacterial infections in humans with anti-bacterial pharmaceutical products which have activity against the Targets.

IPSCIO Record ID: 289150

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

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

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

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

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

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