Royalty Report: Drugs, Drug Discovery, Assay – Collection: 305717

$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
  • Assay
  • Fibrosis
  • Disease
  • Therapeutic
  • Proteins
  • Diagnostic
  • Respiratory
  • Pharmaceuticals
  • Technical Know How
  • Genome
  • DNA
  • Medical

IPSCIO Report Record List

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

IPSCIO Record ID: 305717

License Grant
The Foundation awarded the Licensee to conduct a feasibility study using high throughput screening for cystic fibrosis targets. The Foundation also selected and provided support for the Company to conduct this high throughput screening with respect to the cystic fibrosis transmembrane conductance regulator (CFTR) target identified by the Foundation.

The parties have been conducting a research program aimed at identification and design of “Potentiator” and “Corrector” compounds, both of which are directed as a principal mode of therapeutic action at modulation of the biological effect of CFTR in different ways and with different anticipated results.

In 2004, the parties executed the Existing Agreement. The Existing Agreement contemplated that during the course of the research program, the Company would select either the Potentiator or the Corrector approach as its Primary Program (to which a majority of resources under the research program would be directed) and the other approach would be designated as an Alternative Program (to which the balance of resources would be directed).

This amendment is with respect to additional funding for the Potentiator Compounds.

License Property
The Foundation conducts research for new therapies.  They expedite the early stages of a drug and bridge the discovery gap between the academic institutions and the pharmaceutical industry.

The research program is aimed at identification and design of Potentiator and Corrector compounds, both of which are directed as a principal mode of therapeutic action at modulation of the biological effect of cystic fibrosis transmembrane conductance regulator (CFTR) in different ways and with different anticipated results.

Field of Use
The field of use is for the treatment of Cystic Fibrosis which is a rare genetic disease that affects the lungs, pancreas, and other organs.

Licensee is a funding company that collaborates with innovators from academic institutions, research hospitals and not-for-profits biotechnology companies to assist with drug research.

IPSCIO Record ID: 256291

License Grant
The Parties have been collaborating on a project to develop in silico models that guide the identification of CFTR corrector or potentiator compounds for therapeutic intervention.

Under the Agreement, the Parties agreed to conduct additional research activities aimed at developing a compound to correct a malfunction of the cystic fibrosis transmembrane conductance regulator protein.

As of the Effective Date and until the grant of any Interruption License, the Commercial Party shall be Licensee, and, upon the grant of an Interruption License, if applicable, and thereafter, it shall be Licensor.

Interruption shall occur if before the First Commercial Sale of a Product all of the Licensee, its Affiliates, licensees, sublicensees, transferees and successors, cease to use Commercially Reasonable Efforts to research, develop and/or commercialize all Early Development Candidate or EDCs and Products in the Field.

The Parties agree to collaborate in the performance of research activities aimed at identifying Early Development Candidates, and identifying Back-Up Compounds.

For patentable inventions, Licensor grants to an exclusive, royalty free worldwide license to its rights in any Joint Invention and any invention made by made by any CFFT employee resulting from the Research Project to research, develop, manufacture, use, sell and import products.

License Property
The candidate will relate to electrophysiological assay expressing epithelial cell line.

CFTR shall mean a CF transmembrane conductance regulator protein which has the biological effect of transporting molecules across human cellular membranes.   This research and development has a goal to publish the 3D structure of CFTR including its coordinates.

CFTR is the key protein associated with cystic fibrosis.

TDN shall mean the Therapeutic Development Network established by Licensor.

Field of Use
The Field shall mean the diagnosis, treatment and/or prevention of CF and pulmonary diseases.

Cystic fibrosis (CF) is a life-threatening genetic disease that causes fatal lung infections and serious digestive complications. A mutation in the CFTR gene is one of the key factors that ultimately leads to the symptoms, complications and premature mortality in people with cystic fibrosis.

IPSCIO Record ID: 257285

License Grant
The Parties have been collaborating on a project to develop in silico models that guide the identification of CFTR corrector or potentiator compounds for therapeutic intervention.

Under the Agreement, the Parties agreed to conduct additional research activities aimed at developing a compound to correct a malfunction of the cystic fibrosis transmembrane conductance regulator protein.

As of the Effective Date and until the grant of any Interruption License, the Commercial Party shall be Licensor, and, upon the grant of an Interruption License, if applicable, and thereafter, it shall be Licensee.

Interruption shall occur if before the First Commercial Sale of a Product all of the Licensor, its Affiliates, licensees, sublicensees, transferees and successors, cease to use Commercially Reasonable Efforts to research, develop and/or commercialize all Early Development Candidate or EDCs and Products in the Field.

The Parties agree to collaborate in the performance of research activities aimed at identifying Early Development Candidates, and identifying Back-Up Compounds.

With the Interruption License, Licensor grants with respect to the Research Project the Interruption License, which shall become effective solely upon written notice given by Licensee in the event of an Interruption an exclusive, even as to Licensor, worldwide license, with the right to sublicense, under the Licensor Research Project Technology and the Licensor Background Technology necessary to develop, manufacture, have manufactured. use, sell, offer to sell and import Products in the Field.

In the event that Licensor transfers all of or certain of its rights and obligations to develop and commercialize a Product in the Field at any time, the Third Party to which Licensor transfers all or certain rights and obligations to develop and commercialize the Product in the Field shall be subject to the obligations of the Interruption License.

License Property
The candidate will relate to electrophysiological assay expressing epithelial cell line.

CFTR shall mean a CF transmembrane conductance regulator protein which has the biological effect of transporting molecules across human cellular membranes.   This research and development has a goal to publish the 3D structure of CFTR including its coordinates.

TDN shall mean the Therapeutic Development Network established by Licensor.

Field of Use
The Field shall mean the diagnosis, treatment and/or prevention of CF and pulmonary diseases.
Cystic fibrosis (CF) is an inherited disease that causes thickened mucus to form in the lungs, pancreas and other organs. In the lungs, this mucus blocks the airways, causing lung damage and making it hard to breathe.
Pulmonary Disease or lung disease is any problem in the lungs that prevents the lungs from working properly.

IPSCIO Record ID: 29059

License Grant
The Licensee executed an amendment to its award Agreement with the Licensor, to support early clinical evaluation of Lomucin involving subjects with cystic fibrosis.

IPSCIO Record ID: 332261

License Grant
Included with this collaboration agreement is information for a third party license.  The collaboration is to screen the Materials against the Assays.

In the third party license, the University grants the use of the assay.

License Property
The assay is for the mutant cystic fibrosis transmembrane regulator or CFTR.
Field of Use
Licensee has Assays which have the potential to identify therapeutic and/or diagnostic products.

IPSCIO Record ID: 282819

License Grant
Licensor hereby grants to Licensee a non-exclusive license under the Licensed Patents and Technology to make, have made, use (including use in the performance of services for, by or on behalf of its customers), have used, import, market, and/or sell in the Territory, Products designed and marketed solely for use in the Field of Use.
License Property
Technology, as used in this Agreement, shall mean the information, manufacturing techniques, data, designs or concepts developed by Licensor, covering mutations in the gene for cystic fibrosis and uses thereof as encompassed by the claims of U.S. Patent No. 5,981,178 and U.S. Patent No. 6,001,588 entitled “Introns and Exons of the Cystic Fibrosis Gene and Mutations at Various Positions of the Gene”.

5,981,178 – Methods for screening for mutations at various positions in the introns and exons of the cystic fibrosis gene

6,001,588 – Introns and exons of the cystic fibrosis gene and mutations thereof

Licensed Patent(s) shall mean U.S. Patent No. 5,981,178, U.S. Patent No. 6,001,588 and PCT Patent Application No. PCT/CA91/00009 entitled “Introns and Exons of the Cystic Fibrosis Gene and Mutations at Various Positions of the Gene” and all foreign equivalent patent applications and Patent Cooperation Treaty filings, and all patents issuing therefrom, in which Licensor has or acquires a property interest, the current list of such application. Licensed Patent(s) shall also include any divisional, continuation, reissue, reexamination or extension of the above-described patent applications and resulting patents, along with any extended or restored term, and any confirmation patent, registration patent, or patent of addition.

Field of Use
Field of Use shall refer to the field for which Products may be designed, manufactured, used and/or marketed under this Agreement, and shall mean solely Products to be used for the research of, diagnosis of and screening for the disease cystic fibrosis.
Cystic fibrosis is a hereditary disease that affects the lungs and digestive system. The body produces thick and sticky mucus that can clog the lungs and obstruct the pancreas.

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: 67284

License Grant
The company entered into a global collaboration agreement focused on the discovery and worldwide development and commercialization of potentiator and corrector molecules in a potential triple combination therapy for the treatment of CF (Cystic Fibrosis).
License Property
Cystic Fibrosis (CF) is a rare, life-threatening, genetic disease that affects approximately 80,000 patients worldwide and approximately 30,000 patients in the United States.  CF is a chronic disease that affects the lungs and digestive system.  CF patients, with significantly impaired quality of life, have an average lifespan approximately 50% shorter than the population average, with the median age of death at 40.  There currently is no cure for CF.  CF patients require lifelong treatment with multiple daily medications, frequent hospitalizations and ultimately lung transplant, which is life-extending but not curative.  CF is caused by a mutation in the gene for the CFTR protein, which results in abnormal transport of chloride across cell membranes.  Transport of chloride is required for effective hydration of epithelial surfaces in many organs of the body.  Normal CFTR channel moves chloride ions to outside of the cell.  Mutant CFTR channel does not move chloride ions, causing sticky mucous to build up on the outside of the cell.  CFTR dysfunction results in dehydration of dependent epithelial surfaces, leading to damage of the affected tissues and subsequent disease, such as lung disease, malabsorption in the intestinal tract and pancreatic insufficiency.
Field of Use
This agreement pertains to the drug industry for the treatment of cystic fibrosis.

IPSCIO Record ID: 383576

License Grant
Licensors, one being a University, grant a non-exclusive license under the Licensed Patents and Technology to make, have made, use, including use in the performance of services for, by or on behalf of its customers, have used, import, market and/or sell, in the Territory, Products designed and marketed solely for use in the Field of Use.

Licensee agrees to mark, and to require Affiliates to mark, Products with the appropriate patent notice as approved by Licensors, when appropriate.

License Property
The University Licensor and the Research Institute of the Hospital for Sick Children of Toronto, Ontario, Canada, have conducted research relating to cystic fibrosis.

Technology shall mean the information, manufacturing techniques, data, designs or concepts developed by Licensors, covering the gene for cystic fibrosis and uses thereof as covered by the claims of U.S. Patents entitled Cystic Fibrosis Gene.

Field of Use
The Field of Use shall refer to the field for which Product(s) may be designed, manufactured, used and/or marketed under this Agreement, and shall mean solely Product(s) to be used for the research of, diagnosis of and screening for the disease cystic fibrosis.

IPSCIO Record ID: 275290

License Grant
As part of the 10-year global collaboration, Licensee gains rights to GLPG1690, Licensors Phase 3 candidate for idiopathic pulmonary fibrosis. Licensee also receives option rights for GLPG1972, a Phase 2b candidate for osteoarthritis, in the United States.  In addition, Licensee receives option rights on all of Licensors other current and future clinical programs outside of Europe.  Through this agreement, Licensee will gain access to an innovative portfolio of compounds, including six molecules currently in clinical trials, more than 20 preclinical programs and a proven drug discovery platform.
License Property
Both GLPG1690 and GLPG1972 are first-in-class compounds, candidate for idiopathic pulmonary fibrosis.
Field of Use
Idiopathic pulmonary fibrosis is a type of chronic lung disease characterized by a progressive and irreversible decline in lung function.

GLPG1972 is a Phase 2b candidate for osteoarthritis.

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: 329733

License Grant
Licensor shall grant to Licensee the option with respect to Reagent Targets ( each, an Licensee Option) to obtain a non-exclusive, royalty-bearing license, including the right to sublicense, under the Licensor Non-Collaboration ASO Patent Rights to develop, make, have made, use, import, offer for sale and sell Licensee Non-Collaboration ASO Products directed to such Reagent Target in the Territory..
License Property
Licensor Non-Collaboration ASO Patent Right means all Patent Rights that are Controlled by Licensor, or any Sublicensees to whom Licensor provides data generated from the use of a Reagent ASO Compound provided to Licensor by Licensee pursuant to this Agreement and that (a) Cover inventions made by Licensor or such Sublicensee outside the course of the Collaboration and (b) either (i) include in their written specifications a description of the results of any experiment conducted using a Reagent ASO Compound provided to Licensor by Licensee pursuant to this agreement or (ii) are or were prosecuted (i.e., the results of any experiment conducted using Reagent ASO Compound provided to Licensor by Licensee pursuant to this Agreement were provided to patent office during the prosecution phase of a particular Patent Right) using any portion of the results of any experiment conducted using a Reagent ASO Compound provided to Licensor by Licensee pursuant to this Agreement.

Reagent ASO Compound means all ASO Compounds that selectively modulate protein synthesis of a Reagent Target.

ASO Compound means an oligonucleotide or an analog thereof (an oligonucleotide) that selectively modulates protein synthesis at the nucleic acid level through the binding of such oligonucleotide to a complementary sequence.

Reagent Target means a Target that is designated a Reagent Target by Licensor; provided, however, that a Reagent Target that is later designated a Validation Target or a Drug Discovery Target shall not be considered a Reagent Target after the date of such designation.

Drug Discovery Target means any Target included in the Antisense Drug Discovery Program by the Executive Committee.

Antisense Drug Discovery Program means the program of research and development of Drug Discovery ASO Compounds and Products in the Collaborative Therapeutic Areas under this Agreement and the Collaborative Research Plan.

Drug Discovery ASO Product means any preparation in final form for sale by prescription, over-the-counter or any other method for any indication, including human or animal use, which contains one or more Drug Discovery ASO Compounds.

Drug Discovery ASO Compound means an ASO Compound that selectively modulates protein synthesis of a Drug Discovery Target.

Validation Target means any Target designated by Licensor for inclusion in the Target Validation Program; provided, however, that a Validation Target that is later designated a Drug Discovery Target, shall be considered a Drug Discovery Target and not a Validation Target. Validation Targets includes Accepted Validation Targets and Rejected Validation Targets.

Target means a transcriptional unit of a gene, and any protein product of such transcriptional unit, including all splice variants.

Field of Use
Field of use is for use in gene functionalization and target validation and as therapeutic products in the field of antisense technology, including processes and techniques relating to the design, synthesis and research of antisense oligonucleotides.

Non-ASO Field means the research, development, manufacture and sale of compounds other than ASO Compounds as therapeutic or prophylactic pharmaceutical products.

ASO Field means the development, manufacture and sale of ASO Products as therapeutic or prophylactic pharmaceutical products.

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: 223131

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 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

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