Royalty Report: Drugs, Drug Discovery, Viral Infection – Collection: 300754

$150.00

Curated Royalty Rate Report
Category: Technology Licenses, Created On: 2022-04-28, Record Count: 15

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: 15

Primary Industries

  • Drugs
  • Drug Discovery
  • Viral Infection
  • Assay
  • Cancer
  • Diagnostic
  • Antibiotic
  • ribonucleic acid
  • Alzheimer’s disease
  • Vaccine
  • HIV / AIDs
  • Respiratory
  • Bacterial Infection
  • Proteins
  • Therapeutic

IPSCIO Report Record List

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

IPSCIO Record ID: 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: 305615

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 319203

License Grant
For the research program, the general goals and intent of the Collaboration are to apply the Exelixis technology to discovering Eligible Targets that may be useful for the discovery and development of small molecule drugs for the prevention, treatment or cure of cancer.

Regarding the Licensor Know-How and Patents.
For Research, Licensor grants a non-exclusive, worldwide, license, under any Licensor Know-How and Patents solely to perform the research tasks assigned and and to perfom research, during the first six months after the end of the Research Term, upon mammalian orthologues of certain Model System Targets.

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

For Assays, Licensor grants an exclusive, worldwide license, under any Licensor Know-How and Patents covering the composition or use of one or more Assays;
(A) to make and have made such Assay,
(B) to use each such Assay to search for, make and have made
– (1) Collaboration Compounds with activity against the Licensee Selected Target for which such Assay was developed, and
– (2) compounds that lack activity against the Licensee Selected Target for which such Assay was developed,
(C) to develop, and make or have made, for use in the Development Field, and in any defined field licensed by Licensee, Licensee Collaboration Products, and
(D) to develop, following the commencement of a clinical trial of a Licensee Collaboration Product in the Development Field, such Licensee Collaboration Product for any human indication. Such license shall convert to a nonexclusive license, on an Assay-by-Assay basis, on the earlier of the date that is twenty (20) years after the end of the Research Term, or the Licensee Selected Target relating to such Assay becomes an Abandoned Target and is selected by Licensor as a Licensee Selected Target.

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

For Pharmacogenomic Uses, Licensor grants a nonexclusive, worldwide license, under the Licensor Know-How and Patents covering the composition, manufacture or use of any Selected Target of either Party, to use such Selected Target in the research, development, manufacture, use, import, sale and offer for sale of a Pharmacogenomic Product for use
(A) in connection with the research, development, manufacture, use, import, sale and offer for sale, for any indication, of a Licensee Product or a product that modulates the same Selected Target as such Licensee product via substantially the same molecular mechanism of action (a Target Product), and
(B) in the labeling, promotion, and registration of any Licensee Product or Target Product for any indication.

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

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

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

Regarding Target Inventions
– Licensor grants an exclusive, worldwide license, under the Target Inventions invented solely by Licensee and all Patents Controlled by Licensor that claim such Target Inventions, to use such Target Inventions for all purposes other than those for which
Licensor has exclusive rights.

– Licensor grants a worldwide license, under the Target Inventions invented jointly by the Parties and all Patents Controlled by Licensor that claim such Target Inventions, to use, without any accounting or obligation to, or consent required of Licensor, such Target Inventions for all purposes other than those for which Licensor has exclusive rights. The foregoing license is exclusive, with respect to Licensee Selected Targets, for those purposes for which Licensee has exclusive rights; such license is co-exclusive for all other permitted purposes.

License Property
Licensor is a multinational biotechnology company that has expertise and proprietary
technology relating to genetic model systems, functional genomics and computational biology and is applying such technology to discover and validate targets for drug discovery in a variety of disease areas.

Collaboration Compound means any molecule that
(a) has a molecular weight less than or equal to one thousand (1,000) daltons,
(b) is known, prior to the initiation of the first clinical trial for a Product containing such molecule, to have the ability to directly inhibit, activate or otherwise modulate the activity of a Selected Target, or inhibit, activate or otherwise modulate the activity of a Selected Target or its encoded protein in an assay measuring the activity of such Selected Target, and
(c) such ability is identified by or on behalf of a Party or its Affiliate or sublicensee, after the selection of a Selected Target by such Party, through the use to any material extent of such Selected Target or any Information relating to such Selected Target.

DPI Orthologue means a human orthologue.

Eligible Target means a human gene that is
(a) a human orthologue of a Model System Target,
(b) identified prior to the Research Term and during the Research Term or, after the end of the Research Term;
(c) not subject to any previously granted, prior to the identification of such gene as a human orthologue of a Model System Target, and currently in effect license from
Licensor to a Third Party for such Third Party to use such gene or its encoded protein for research in the Research Field or development, in the Development Field, of a small molecule product directed at such gene or its encoded protein or to make, use, import, offer for sale or sell such a product; provided, that so long as such license is not exclusive, the Licensee members of the JSC may elect to waive the requirements under this subsection (c) as to any given gene, and
(d) either not claimed in an issued Third Party patent covering its composition of matter or method of use in oncology,

Model System Target means an invertebrate or non-human, vertebrate gene.

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

Field of Use
Research Field means cancer research regarding
(a) growth regulation,
(b) cell cycle control,
(c) DNA damage response,
(d) cell survival,
(e) cell adhesion, or
(f) apoptosis as they pertain to cancer, as well as the adenomatous polypossis coli gene (apc} For clarity, the Research Field does not include angiogenesis/lymphangiogenesis research or research regarding cell motility or cell-cell communication (it being understood that cell-cell communication does not encompass cell adhesion which shall be included within the Research Field.

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

The Parties are establishing a collaboration to apply such Licensor technology and expertise to the identification and characterization of biochemical pathways and targets in specific research areas relevant to cell growth and proliferation, to generate small molecule therapeutic or prophylactic compounds directed against such targets, and to provide for the development and commercialization of novel therapeutic and prophylactic products based on such research.  In a cooperative effort that will leverage each Licensees technology and expertise in the fields of genomics and target validation, Licensor will identify and validate molecular targets that trigger cell death in cancer cells, while leaving normal cells unharmed. Licensee will then further validate these targets in human models.

IPSCIO Record ID: 280846

License Grant
Licensor grants the exclusive rights and use of the Mass Spectrometry Screening patents and technology, and improvements, for the research and post-research terms for product discovery and development in the territory.

Licensee grants a non-exclusive grant back to Licensor of the Research Program Technology.

The research is to discover and develop RNA Targets and to conduct activities to discover Collaboration Compounds in the Licensees Field.

License Property
The license is for patents and technology for Mass Spectrometry Screening.  

The Licensor has proprietary technology and experience in identifying therapeutically attractive drug targets in structural RNA and in designing and optimizing drug leads to bind to such targets.

Field of Use
Licensees Field means uses resulting from the mediation or inhibition of HCV replication or proliferation through interaction with an RNA Target, including therapeutic, prophylactic, diagnostic and classification uses.

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: 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: 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: 223130

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

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

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

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

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

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

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

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

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

Licensor Prior Aspartyl Protease Patents

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

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

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

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

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: 328343

License Grant
Licensor grants to Licensee an exclusive license under Licensor know-how and Licensor Patent Rights to develop, make, have made, use and sell Licensed Products in the territory with the right to grant sublicenses to affiliates of Licensee and those persons or entities through whom Licensee,  in the normal course of its business collaborates in the manufacture and sale of its products; provided, however, that nothing in this Agreement shall prohibit Licensor from utilizing the Licensor know-how and/or Licensor Patent Rights, exclusive of Licensee Know-how, to develop, make, have made, use and sell, either by itself or with one or more third  parties, products for the treatment of human infectious diseases.
License Property
Technology pertaining to the intramuscular delivery of vaccines for the prevention of human infectious disease that consist of DNA and/or RNA gene sequences derived from the genome of the infectious agent which would prevent clinical disease from an infection.

AIDS Vaccine means a vaccine which would prevent an infection by Human Immunodeficiency Virus (HIV-1) and/or clinical diseases caused by infection with HIV-1 in humans.

Influenza Vaccine means a vaccine which would prevent an infection and/or significant clinical diseases caused by any influenza virus in humans.

Licensed Product means a bulk or finished AIDS Vaccine or Influenza Vaccine, or other vaccine for the prevention of human infectious disease if licensed hereunder, which utilizes the Technology or technology which is developed by Licensor during and as a result of the Research Collaboration Program; provided, however, that if any such vaccine is also capable of being used for treatment of the same human infectious disease, then such therapeutic use of such vaccine shall also be considered a Licensed Product for purposes of the license being granted by Licensor to Licensee under this Agreement.

Field of Use
Field of Use is for the prevention of human infectious disease.

IPSCIO Record ID: 346752

License Grant
Licensor hereby grants to Licensee (a) an exclusive license, with the right to sublicense to Sublicensees, under the Licensed Product Rights to research and develop Product Candidates in one or more Project Fields in the Territory during the term of this Agreement (the Development License); and (b) an exclusive (even as to Licensor) license, with the right to sublicense to Sublicensees, under the Licensed Product Rights to use, sell, have sold, make, have made, offer for sale, or import Products in one or more Indications in the Territory (the Product License) during the term of this Agreement.
License Property
Licensor Patent Rights shall means
IAN PCT/US2020/048370
IPN WO 2021/041787 A1; published 4 March 2021
Entitled COMPOSITIONS AND METHODS FOR TREATING VIRAL INFECTIONS

U.S. Provisional Application No. Serial No. 63/157,676 Filed March 6, 2021,
Entitled COMPOSITIONS AND METHODS FOR TREATING AND PREVENTING CORONAVIRUS INFECTIONS

Delivery Technology means all Know-How Rights Controlled by Licensor as of the Effective Date or during the term of this Agreement to the extent Covering (a) formulating nucleic acids into applicable gene constructs to enable the delivery of such nucleic acids specifically by utilizing (i) AAV-mediated gene transduction technology or (ii) nanoparticle DNA delivery technology, in each case to target cells in vivo in humans for the purposes of one or more Indications; or (b) techniques, methodologies, procedures or processes for such delivery for such purposes; or (c) any Improvements to the foregoing.

Field of Use
Project Field shall mean Coronavirus Project Field, Influenza Project Field or Combination Project Field.

Coronavirus means any coronavirus, variants or sub-variants thereof (including without limitation severe acute respiratory syndrome coronavirus 2 (“SARS-CoV-2”) and any variants or sub-variants of SARS-CoV-2), as such coronaviruses, variants or sub-variants thereof are named and classified during the term of this Agreement by the International Committee on the Taxonomy of Viruses (the “ICTV”), the World Health Organization (the “WHO”) or applicable Regulatory Authority.

Coronavirus Project Field shall mean in vivo gene transduction utilizing the Delivery Technology for Coronavirus Indication. Coronavirus Indication means (a) the treatment of any disease arising from Coronavirus in humans or (b) prevention of such diseases in humans.

Combination Project Field shall mean in vivo gene transduction utilizing the Delivery Technology for any Combination for Combination Indication.

Influenza Project Field shall mean in vivo gene transduction utilizing the Delivery Technology for Influenza Indication.

IPSCIO Record ID: 266847

License Grant
The Parties enter this agreement to collaborate to identify novel molecules derived from Licensor Technology that demonstrate efficacy against assays that are designed to identify compounds having antibacterial or antifungal properties.

Licensor grants an exclusive, worldwide license under the Licensor Technology to the Compound Set to the extent necessary or useful to develop, make, have made, use, sell, offer for sale and import Products in the Territory and within the Field.   This License also includes the right to identify and develop new compounds that are Compound Derivatives of members of such a Compound Set by medicinal chemistry.

Licensor grants a non-exclusive worldwide license to use a Licensor microbial strain and an exclusive,  worldwide license to genes, in each case, solely to manufacture or have manufactured a Compound or Product in the Territory and within the Field, provided such strain and genes direct the synthesis of a compound included within a Compound Set or a Product and were identified or otherwise known or available as part of the R&D Program prior to the expiration of the research period, or, with respect to those Compound Sets opted to be carried into the six month period, were identified or otherwise known or available as part of the R&D Program prior to the expiration of such six month period; and provided further that such licenses shall not include any rights to genetically modify any strains or genes.

Licensor grants a nonexclusive, perpetual license to practice any and all Program Inventions that are not covered by Compound Patents (or applications related thereto, so long as such applications are being prosecuted) made by Licensee employees or consultants, either alone or jointly with Licensor employees or consultants, and assigned to Licensor for any purpose, and a nonexclusive, perpetual license to practice any and all Program Inventions made by Licensee employees or consultants either alone or jointly with Licensor employees or consultants, for Licensee to carry out its responsibilities in accordance with this Agreement.

License Property
Licensor has developed proprietary technologies for the rapid discovery, development and optimization of Compounds.

Compound Set shall mean, with respect to a particular Compound, such Compound and all Compound Derivatives with respect to such compound.  A Compound Set shall not include any Excluded Compound.

Excluded Compound shall mean any chemical compound with respect to which Licensor has granted rights or an option to obtain rights to a Third Party.

Field of Use
Field shall mean use in the treatment, prevention or diagnosis of a fungal or bacterial infection in humans.

Under the terms of this agreement, the companies planned to collaborate to identify and develop novel drugs derived from Licensee's recombinant natural product libraries that demonstrate antibacterial or antifungal properties.

IPSCIO Record ID: 227245

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

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

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

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

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

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

IPSCIO Record ID: 289212

License Grant
Licensor grants a perpetual, non-exclusive, worldwide license, with the right to sub- license, under the `277 patent, the `582 patent, and any patents issuing from International Application No. PCT/US96/19698, any and all continuing applications, divisional applications, continuation-in-part applications, reissues, extensions, renewals and reexaminations thereof, and any U.S. and foreign counterparts thereof. In addition, Licensor agrees not to file any future patent infringement actions against Licensee for Licensees use of ThermoFluor Screening Technology that is consistent with the terms of this Agreement.
License Property
Licensor is a biopharmaceutical company dedicated to the development of a novel class of small molecule drugs that regulate gene expression. The Licensors lead therapeutic candidate is a novel anti-HIV compound that acts by inhibiting a viral protein/RNA interaction that is critical for the expression of viral structural proteins and essential for virus production.

Licensor is the owner of U.S. Patent 5,585,277, and U.S. Patent No. 5,679,582.

Atlas Technology shall mean the methods and processes generally disclosed in the specifications and claims of the `277 patent, the `582 patent and/or International Application No. PCT/US96/19698.

ThermoFluor Screening Technology shall mean the methods, processes and apparatus generally disclosed in the specifications and claims of U.S. Patent No. 6,020,141 and/or allowed U.S. Patent Application Serial no. 08/853,459.

Licensor was granted a limited, nonexclusive license to the method claims of ThermoFluor screening technology. As part of this settlement agreement, until March 7, 2003, Licensee is precluded from using ThermoFluor screening technology in the Hepatitis C Virus infection area as part of collaborative agreements or as part of our internal drug programs. In addition, Licensee is precluded from using ThermoFluor screening technology as part of more than one collaboration agreement in the area of infection.

Field of Use
Licensee Internal Program(s) shall mean drug discovery and/or development program(s) in any therapeutic field conducted for and by Licensee on-site at a Licensee facility.

During the Restriction Period, Licensor may refer to Licensee any third parties that have requested that Licensor screen multiple targets to identify leads or drugs that are effective in any field other than Infection.

Licensee shall be free to use ThermoFluor Screening Technology without restriction in any Licensee Internal Program, except in the Hepatitis C Virus Field during the Restriction Period, and to license or transfer, in any manner, any compounds discovered or optimized through such use of ThermoFluor Screening Technology. Licensee shall not use ThermoFluor Screening Technology in the Hepatitis C Virus Field during the Restriction Period.

ThermoFluor screening process and our ability to rapidly select and synthesize compounds from our libraries compress an important segment of the R&D process, from assay set-up to the generation of a series of lead compounds with potential in vivo efficacy, from fourteen to thirty months at many pharmaceutical companies to as little as seven to ten months. This is expected to reduce resources required and development costs per target, allow more targets to be discovered with a given set of resources and accelerate time to market of successful drugs

Licensee is a post-genomics drug discovery company that has developed a unique integration of proprietary technologies to provide an accelerated and improved methodology for gene-to-clinic small molecule drug discovery.

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.
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