Royalty Report: Drugs, Drug Discovery, Proteins – Collection: 309678

$150.00

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

Description

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

Primary Industries

  • Drugs
  • Drug Discovery
  • Proteins
  • Therapeutic
  • Disease
  • Diagnostic
  • Antibody
  • Cancer
  • DNA
  • Genome
  • Test/Monitoring
  • Drug Testing
  • Hormones
  • Assay

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: 309678

License Grant
The Licensor hereby grants to the Japanese Licensee an exclusive (even as to Licensor (Licensor Retained Rights)) license under the Licensor Technology and Licensor’s interest in the Collaboration Technology (with the right to grant sublicenses (Licensee Sublicensing Rights)), solely to conduct any Project during the Research Term (the “Research License”). Licensor will disclose all Licensor Technology to Licensee immediately upon execution of this Agreement or from time to time upon request of Licensee.
License Property
Licensor Technology means Licensor Know-How and Licensor Patent Rights. Collaboration Technology means Collaboration Know-How and Collaboration Patent Rights.

Licensor has expertise and proprietary technical information and know-how relating to application of protein folding, trafficking and clearance-based, small molecule therapeutics for the treatment of diseases and is committed to the research and development of therapeutic methods and products for the treatment of diseases.

Licensed Product means any product for use in the Field that contains a Development Compound (or any pharmaceutically acceptable radioisomers, stereoisomers, racemates, solvates, salt forms, bases, anhydrides, hydrates, polymorphs, prodrugs, and ester forms thereof) as an Active Ingredient.

Development Compound means an Active Compound in a Hit Series or derived from a Hit Series that is designated by Licensee, in Licensee’s sole discretion, for further Development by Licensee’s exercise of its Development Option for that Active Compound in accordance with this agreement (Development Compounds). For avoidance of doubt, Development Compound includes Co-Developed Compounds.

Active Compound means a Compound that is shown in functional, in vitro testing using living human cells, and appropriately counter-screened or otherwise verified, to satisfy the threshold criteria set forth in the Research Plan for an effect as a UPR Modulator in the Indication specified by the Research Plan for the relevant Project.

The Licensor’s DRT™ platform utilizes functionally pertinent assays and disease relevant models to identify highly translatable therapies associated with the modulation of protein homeostasis pathways within the cell.

Field of Use
Licensee is intended to reduce the accumulation of unfolded proteins in the endoplasmic reticulum, which is observed in many diseases caused by an imbalance in the proteostasis network, including genetic, neurodegenerative and retinal degenerative diseases.

The proteostasis network (PN) comprises the intricately regulated interplay of signaling processes and molecular machines involved in the synthesis, folding, and clearance of the diverse spectrum of proteins comprising the folded, native proteome.

The collaboration will focus on one genetic disease, and further explore additional indications that can be affected through modulation of the UPR pathway. Stress induced by accumulation of unfolded proteins in the endoplasmic reticulum (ER) is observed in many diseases which are now recognized as protein conformational diseases, including genetic diseases, neurodegenerative diseases, and retinal degenerative diseases. Selective modulation of the UPR pathway in non-clinical investigations improved the stress response and restored function, suggesting that it can be beneficial as potential novel disease-modifying therapies for multiple diseases with high unmet medical needs.

A novel approach to drug discovery will enable rapid discovery and development of therapies for important unmet medical needs.  The collaboration will focus on one genetic disease, and further explore additional indications that can be affected through modulation of the UPR pathway. Stress induced by accumulation of unfolded proteins in the endoplasmic reticulum (ER) is observed in many diseases which are now recognized as protein conformational diseases, including genetic diseases, neurodegenerative diseases, and retinal degenerative diseases. Selective modulation of the UPR pathway in non-clinical investigations improved the stress response and restored function, suggesting that it can be beneficial as potential novel disease-modifying therapies for multiple diseases with high unmet medical needs.

Licensee is engaged in the research, development, production, marketing and sale of therapeutics and is interested in the development and commercialization of pharmaceutical products for treatment  through regulation of the proteostasis network with a focus on modulations of the human unfolded protein response (UPR).

IPSCIO Record ID: 203296

License Grant
For the Non-Exclusive Research License to Licensors Base Technology,  Licensor grants a non-exclusive, world-wide license under the Base Technology and Collaboration Technology to conduct research and Development activities with respect to Targets, Hits, Research Compounds, Lead Compounds and IND Candidates pursuant to the Research Plan.   Licensor also grants the right to sublicense or transfer the rights granted to Licensee under the Collaboration Technology to  Affiliates; and to Third Parties.
License Property
The Licensed Product shall mean any Product which incorporates a Collaboration Compound as an active ingredient.  The Collaboration Compound shall mean, on a Target-specific basis, a chemical compound that is synthesized or identified by the Parties, and any metabolites, prodrugs, solvates, including without limitation hydrates, analogs, esters, salts, derivatives, stereoisomers, racemates, tautomers and polymorphs of such chemical compound which are determined to be Active. Collaboration Compound shall include any of a Hit, a Research Compound, a Lead Compound or an IND Candidate.

Licensor is a biopharmaceutical company which is focused on the discovery, development and commercialization of small molecules which target post-transcriptional control of protein expression, and which owns certain proprietary technologies for developing small molecule drugs by targeting such post transcriptional control mechanisms, including GEMS.

GEMS (Gene Expression Modulation by Small-Molecules) is a novel drug discovery platform technology which enables identification of compounds that target the post-transcriptional regulation of gene expression.

Gene Expression Modulation by Small-molecules (GEMS) is PTC’s novel and proprietary screening technology for the identification of small-molecules that modulate post-transcriptional control mechanisms. Compounds identified through the GEMS technology modulate gene expression by targeting the post-transcriptional control processes that act through the untranslated regions (UTRs) of messenger RNA (mRNA) molecules.

Field of Use
The Field shall mean the prevention, treatment or diagnosis of all diseases or conditions in humans or animals.

Parties wish to collaborate on specific therapeutic targets with a focus on cardiovascular, metabolic and addictive diseases, and the discovery of clinical candidate small molecules which act upon such targets.
This agreement pertains to drug discovery.

IPSCIO Record ID: 253904

License Grant
Licensor grants to English Licensee an exclusive, worldwide, right and license, within the Territory and within the Field, to use the Licensor Know-How and Patent Rights and Licensors undivided interest in any Program Intellectual Property that is jointly owned by the Parties, as embodied in or related to any Designated Compound(s), collectively, the Licensed Technology, to research, develop, make, have made and use such Designated Compound to develop Licensed Products, and, to make, have made, use, distribute for sale, promote, market, offer for sale, sell, have sold, import and export Licensed Products.
License Property
The parties pursue a collaborative screening process to identify compounds exhibiting a high degree of chemical binding activity to targets designated by Licensee from among the Licensor libraries of mass-encoded small molecule compounds and which have activity in bioassays or functional assays.

The know-how and patents include screening processes of libraries of mass-encoded small molecule compounds, relating to the identification, discovery, validation and optimization of novel compounds which may be useful for development of novel therapeutics employing targets implicated in a disease process.

Licensed Product(s) means any product which includes a Designated Compound or any derivatives, improvements and components thereof; and the development, manufacture, use, or sale.

Licensor Library includes ALIS, the Automated Ligand Identification System, an automated, ultra-high throughput ligand selection system proprietary to the Licensor that is used to identify multiple classes of chemical ligands against target protein.

Field of Use
The Field means the diagnosis or treatment of any disease in humans.  The Licensee is identifying potential pharmaceutical products for treatment of certain human diseases and is identifying compounds that exhibit a high degree of chemical binding and functional activity to specific protein targets.

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: 249719

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

This agreement includes non-exclusive terms as well.

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

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

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

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

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

The Field means treatment of any disease in humans.

IPSCIO Record ID: 249765

License Grant
For the License to Licensed Products,  Licensor grants an exclusive, even as to Licensor, right and license in the Territory and within the Field under the Licensor Patent Rights and to use the Licensor Know-How to make, have made, use, distribute, promote, market, offer for sale, sell, import and export Licensed Products.

For License to Compounds, Licensor grants an exclusive, even as to Licensor, right and license in the Territory and within the Field under the Licensor Patent Rights and to use the Licensor Know-How to research, develop, make, have made, import, export and use the Selected Compounds, and Active Compounds, Improved Active Compounds and Preliminary Compounds of the same Chemotype as such Selected Compounds, Designated Compounds and Derivative Compounds, for research purposes and to develop Licensed Products.

This agreement also includes non-exclusive grants for research.

License Property
Licensor has certain technology and knowhow, including screening processes of libraries of mass-encoded small molecule compounds, relating to the identification, discovery, validation and optimization of novel compounds which may be useful for development of novel therapeutics employing targets implicated in a disease process.

Preliminary Compound means any Compound identified as having binding activity when tested against a Target pursuant to the Screening Program and which has Kd values of 10 micromolar or less (i.e., Kd ~ 1 OµM) or such other binding affinity threshold for a specific Target as shall be agreed upon by the parties in writing.

ALIS means the Automated Ligand Identification System, an automated, ultrahigh throughput ligand selection system proprietary to Licensor that is used to identify multiple classes of chemical ligands against a target protein.

OSCD means Quantisized Surface Complimentary Diversity, a model proprietary to Licensor, in terms of which discrete chemical compliments to the surfaces of a Target are defined.

Licensor Know-How means all proprietary information, data and know-how relating to the NeoMorph Screening Library, NeoMorph Focused Libraries, NeoMorph Chemistry, ALIS, QSCD, the Compounds, Active Compounds, approved Active Compounds, Selected Compounds, Derivative Compounds, Designated Compounds or Licensed Products together with, where applicable, any analogs, derivatives or fragments thereof.

Chemotype means a family or group of Compounds closely structurally related to one or more Active Compounds.

Field of Use
The Field means the treatment or prevention of any disease or condition in humans or animals.

Licensee is interested in identifying potential pharmaceutical products for treatment of certain human diseases and wishes to identify compounds that exhibit a high degree of chemical binding and functional activity to specific protein targets.

IPSCIO Record ID: 203330

License Grant
For the License, Licensor grants an exclusive, sublicensable license under the Licensed IP, to make, use, offer for sale, sell and import Compounds in the Field in the Territory; and to otherwise perform its obligations and exercise its rights under this Agreement.

For the research license, Licensor grants a non-exclusive, non-sublicensable, but exercisable by a Third Party, license, under the Licensed IP, for internal research purposes other than the discovery of Compounds.

Licensor grants a first right to negotiate pursuant to which Licensor shall notify Licensee in writing if it wishes to license to another party rights to develop and/or commercialize a given Ex Vivo Application; and provide to Licensee all material information related to such Ex Vivo Application that exists and is available to Licensor at the time of such notification.

Licensor grants a first right to negotiate pursuant to which Licensor shall notify Licensee in writing if it wishes to license to another party rights to develop and/or commercialize a given Licensor Compound;  identify in such notice the Therapeutic Area in which Licensor is developing, or intends to develop, such Licensor Compound; and provide to Licensee all material information related to such Licensor Compound that exists and is available to Licensor at the time of such notification.

License Property
Licensor possesses proprietary technologies, including small molecules and biological screening assays, relating to the Wnt Pathway.  Licensor possesses significant biological expertise in the discovery of drugs that modulate regulatory pathways, such as the Wnt Pathway that control repair and regeneration.

The Licensed Product means any Valid Claim Product, Licensee Modified Product, Know-How Product and/or Non-Collaboration Product, mean a Licensed Product that contains a unique Lead Compound, which includes the salts, solvates, isomers, polymorphs and prodrugs of such Lead Compound. Notwithstanding the foregoing, if Licensor performs Funded Work on any salts, solvates, isomers, polymorphs and/or prodrugs of a given Lead Compound, each new Lead Compound resulting from such Funded Work shall be deemed a unique Lead Compound.

A Valid Claim Product means any formulation of a Lead Compound that is Covered by the Licensed IP; provided, however, Valid Claim Product excludes any Licensee Modified Product; Licensed Product that is Covered by a Licensee Collaboration Patent and is not Covered by either a Licensor Collaboration Patent or a Joint Collaboration Patent; and Non-Collaboration Product.

A Know-How Product means any formulation of a Lead Compound that is not a Valid Claim Product, a Licensee Modified Product, or a Non-Collaboration Product.

If Licensor does not perform Funded Work on such Lead Compound, any formulation of such Lead Compound shall be referred to as a Non-Collaboration Product.

The Compound means any molecule that, as one of its primary mechanisms of therapeutic action,  specifically binds to or interacts with at least one component of the Wnt Pathway and/or modulates the signaling of the Wnt Pathway; provided, however, Compound shall exclude any molecule that is or incorporates
– a polypeptide (e.g., an antibody, antibody fragment, peptide, protein) or a nucleic acid (e.g., antisense, RNAi oligos, DNA);
– an antagonist of the Hedgehog Pathway that was tested under the Hedgehog Agreement for activity in modulating the signaling of the Hedgehog Pathway before being tested under this Agreement, in which case, such molecule shall be governed by the Hedgehog Agreement; or
– a molecule that is independently developed by Licensee or in-licensed by Licensee, including as may be subsequently modified by Licensee, from a Third Party, in the case of either, unless Licensee elects, in its sole discretion, by written notice to Licensor at any time while the Licensee License is in effect, to include such molecule as a Compound.

The Wnt Pathway means a signaling pathway activated by any Wnt protein. where the components of such pathway include. but are not limited to, frizzled receptors, B-catenin, Bcl9/legless, CBP, TCF/LEF and Pygopus.

Field of Use
The Field means any use excluding Ex Vivo Applications.  Ex Vivo Application means the use of Compounds to manipulate cells in vitro solely for the purpose of autologous or heterologous cell therapy for Non-Oncology Indications in humans.  Ex Vivo Application excludes any administration of a Compound, by any route of administration, to a subject for any purpose including, without limitation, any residual Compound, or active metabolite thereof, included in the final formulation of a therapeutic that is administered to a subject.

This new collaboration, in which Licensor will work exclusively with Licensee, involves the discovery and development of small molecule modulators of an undisclosed pathway that plays an important role in cell proliferation. This pathway is a key regulator of tissue formation and repair, and its abnormal activation is associated with certain cancers.

IPSCIO Record ID: 299249

License Grant
For the Research Licenses, Licensor grants, during the Research Term an exclusive, world-wide right and license under the Licensor Patents and the Licensor Know-How and Licensors rights in the Joint Patents and Joint Know-How, solely to conduct the Research, and to discover, synthesize, and, in connection with the Research, make and use Active Compounds for use in the Field.

Licensor grants, commencing at the expiration of the Research Term and for a period of six years thereafter, a non-exclusive, world-wide right and license under the Licensor Patents and Licensor Know-How, and Licensors rights in the Joint Patents and Joint Know-How, solely to discover, synthesize, and, in connection with Licensees activities under this Agreement, make and use Active Compounds for use in the Field.

For the Commercialization License to Licensee, Licensor grants an exclusive, world-wide right and license under the Licensor Patents, the Licensor Know-How and under Licensors rights in the Joint Know-How and Joint Patents, solely to [conduct development on, and to make, have made and use for such purpose, Back-Up Compounds and Collaboration Compounds for use in the Field and to make, have made, import, use, sell and offer for sale Licensed. Products) for use in the Field.

For the Cross-License of Know-How Licensor grants a non-exclusive license under the Licensor Know-How for any purpose or use.

License Property
Licensor has proprietary technology and know-how related to the discovery, identification and/or synthesis of cathepsin S inhibitors and have identified chemical compounds that are cathepsin S inhibitors.

Licensed Product means any product, including any formulation thereof, containing or comprising a Collaboration Compound.

Active Compound means any compound that
—  has the ability to inhibit (or, in the case of a prodrug, an active species of which inhibits) cathepsin S with a [K; equal to or less than 100 nM];
—  has greater than [100- fold selectivity] for cathepsin S against an [appropriate panel of cathepsins in appropriate assays,] as determined by the JRC; and
—  has appropriate [in-cell activity in concentrations of less than IO µMin a relevant cell based assay(s)] selected by the JRC.

Field of Use
Field means the treatment and/or prevention of one or more Indications by means of inhibition of cathepsin S.

Cathepsin S is associated with certain inflammatory diseases, such as arthritis, asthma, atherosclerosis and a variety of autoimmune diseases.

Cysteine proteases are enzymes that are responsible for the cleavage and breakdown of other natural proteins in normal biological processes. In disease conditions, cystein proteases can often be misregulated, providing an entry point for drug intervention. Cathepsin S has been associated with the processing and activation of the antigen receptor called MHC-II, essential for the initiation of both normal and pathological immune responses mediated by T-cells. Drugs designed to inhibit this enzyme may provide a novel method for control of antigen-induced response in multiple inflammatory and autoimmune disease states, the companies believe.

IPSCIO Record ID: 289254

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

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

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

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

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

Field of Use
Intellectual property relates to inflammation.

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

IPSCIO Record ID: 263518

License Grant
Licensee receives from the Israeli Licensor a co-exclusive, sublicenseable license under the technology and collaboration technology to conduct collaborative development of development targets, compounds and products.

If Licensee exercises its option with respect to a development target and the parties enter into a license agreement, Licensee receives an exclusive, sublicenseable, license under our technology and collaboration technology to exploit compound and products with respect to such development target.

Licensee initially selected two development targets, including Glycogen Storage Disease III, and the parties agreed to a list of eight additional reserved targets related to rare diseases for which Licensee has the exclusive right to evaluate for collaborative development. During the reserved target exclusivity period Licensee may substitute a reserved target for a selected target, and/or exercise an expansion option by payment to us, whereby a reserved target will be deemed an additional target (and will preclude an additional reserved target in place of the converted reserved target). Further, during the reserved target exclusivity period, Licensee may replace a reserved target with a proposed new target, subject to certain conditions including whether we have the ability to partner such new target.

The Agreement additionally provides for limitations on our activities with third parties utilizing LUNAR lipid-mediated delivery technology with respect to a development target for a specified period of time. During the reserved target exclusivity period, we have agreed to exclusivity with respect to any product containing mRNA, including modified mRNA, or UNA oligomer with respect to such reserved target, and will first offer Licensee a right of first negotiation for any other RNA product or a product utilizing the LUNAR delivery technology with respect to such reserved target. The reserved target restrictions terminate upon expiration of the reserved target exclusivity period for each target, which may be extended on a reserved target-by-reserved target basis upon payment of an exclusivity extension fee.

On a reserved target-by-reserved target basis, following the target exclusivity period, Licensee receives an exclusive right of first negotiation to obtain an exclusive license to exploit RNA products with respect to such reserved target. Following the reserved target right of first negotiation period, if the parties have not entered into an agreement during a specified time period, the rights of Licensee terminate and we may grant a license or enter into a third-party arrangement with respect to such reserved target.

License Property
The collaboration technology specifically relates to the composition or formulation of a particular compound or product, or any method of using, making or administering a particular compound or product, and, all improvements to LUNAR lipid-mediated delivery technology and/or UNA oligomer chemistry.

The proprietary lipid nanopartical deliver system, LUNAR®, enables multiple nucleic acid medicines.  LUNAR® lipid-mediated delivery technology includes a diverse, growing library of over 150 proprietary lipids that Licensor rationally designed to be versatile, maximizing efficacy and increasing tolerability of a diverse selection of nucleic acids, target cell types and routes of administration. A key feature of our LUNAR lipids is their biodegradability, decreasing the undesired effects caused by lipid accumulation that are associated with tolerability issues present in other lipid-mediated RNA medicine delivery platforms.  LUNAR® and nucleic acid technologies are covered by a patent portfolio of 152 patents and patent applications, issued in the United States, China, Europe, Japan and other countries.

Unlocked Nucleic Acid (UNA) – are RNA analogues in which the C2’-C3’ bond of the ribose ring is absent. UNA chemistry technology can potentially be applied to multiple types of RNA medicines including mRNA, siRNA, microRNA and guide RNAs for gene editing. One or more UNAs can be positioned strategically along a nucleic acid strand to manipulate the chemical properties of the molecule.  UNAs can potentially improve the efficiency and specificity of siRNA-mediated protein suppression. siRNAs are short double-stranded RNA molecules. Once inside the cell, they become part of the RNA-induced silencing complex (RISC) and are split into two single siRNA strands. One of these strands stays with RISC and binds to any mRNA with a complementary sequence. If the wrong siRNA strand stays with RISC, it can bind to different mRNAs than the target mRNA and therefore inhibit translation of other proteins. This is an undesired off-target effect and is one of the major barriers to developing effective siRNA medicines. Incorporating a single UNA into siRNA molecules can make one of the strands preferentially bind to RISC improving specificity. Additionally, incorporation of UNA modifications can reduce susceptibility of the siRNA to nuclease degradation, improving the efficiency of siRNA-mediated protein suppression.  The comprehensive suite of UNA technology patents for therapeutic and reagent use, enabling Licensor to operate freely and to independently pursue nucleic acid therapeutic candidates incorporating this technology.

The Agreement provides that each party owns their respective collaboration know-how and collaboration patents and jointly own all joint collaboration know-how and joint collaboration patents.

Field of Use
This partnering is to develop up to ten mRNA therapeutic candidates for certain rare disease targets.  Target means any single protein (i.e., a protein designated by a unique NCBI reference sequence but including all of its naturally-occurring mutations and variants) that could be used as a potential treatment for a rare or ultra rare disease and that is expressed in the liver, including  Glycogen Storage Disease Type 3 (GSD), caused by genetic mutations in the glycogen debranching enzyme, known as  AGL, which leads to glycogen accumulation in liver and muscle.  There are approximately 10,000 patients worldwide with this type of GSD, who experience enlarged liver, increased fats in the blood, low blood sugar, decreased stature and late-onset muscle weakness.

The Licensed Field is for the diagnosis, prevention or treatment of human diseases.

IPSCIO Record ID: 372622

License Grant
For the Commercialization grants, Licensor of Iceland grants an exclusive license in the Territory under Licensors Collaboration Patents, Joint Collaboration Patents, and Licensor Know-How, with a right to sublicense to make, have made, use, offer to sell, sell or import Information Rich Clinical Trial (IRCT) Compound and Products and related Tests and to practice any other invention claimed in the foregoing patents solely with IRCT Compounds and Products or use any licensed Know-How solely with IRCT Compounds and Products and related Tests.

For the Compound Development Grants, Licensor grants
—  an exclusive license in the Territory under Licensor Collaboration Patents, Joint Collaboration Patents and Licensor Know-How with a right to sublicense for the development of compounds Controlled by Licensee and related Tests in the Therapeutic Field for Disease Areas and Associated Information.
—  a non-exclusive license in the Territory under Licensor Prior Know-How and Licensor Patents with a right to sublicense for the development of compounds Controlled by Licensee and related Tests in the Therapeutic Field for Disease Areas and Associated Information.

For the Licensee Option to Compounds, in the Non-exclusive Disease Areas Licensor may research and develop Licensor Compounds. During the Research Term, for each Licensor Compound in a Non-exclusive Disease Area that Licensor Controls, Licensor grants to Licensee an exclusive option to negotiate for an exclusive license to that Licensor Compound in the Territory.

License Property
Licensor has expertise in conducting research in the field of human genetics and genomics and in the conduct of clinical trials.

Information Rich Clinical Trial or IRCT shall mean a clinical trial which includes the following, as specified in the protocol for such clinical trial
—  Patient Genotyping with respect to allelic variants of the genes in the pathways involved and/or activated by the selected compound;
—  Comprehensive information on pedigree of relatives of patients in the trial such as inheritance of disease including genotype of selected relatives, where indicated;
—  Comprehensive patient history data;
—  Complete characterization at baseline by laboratory tests relevant to the disease;
—  Characterization of drug response with respect to the primary and multiple secondary endpoints;
—  RNA obtained from relevant tissues of all patients, unless not feasible under the protocol, including but not limited to blood and adipose tissue; and
—  Integration of the foregoing information in a database in a manner that will permit analysis using appropriate software.

Exclusive Disease Areas shall mean at least one of the following Obesity, Diabetes or Alzheimers Disease.

Non-Exclusive Disease Areas shall mean Atherosclerosis.

Associated Information shall mean information about drug response of secondary endpoints taken in an IRCT performed as part of the Research Program which endpoints are neither an endpoint in a disease in an Exclusive Disease Area or a Non-exclusive Disease Area, where the drug response to that secondary endpoint is associated with the drug response to  an endpoint (primary or secondary) within the Disease Area being studied in that IRCT.

Field of Use
Therapeutic Field shall mean any and all application of technology to evaluate in an IRCT the safety and efficacy of a compound in alleviating, treating or curing a patient suffering from at least one disease or condition.  Disease Areas shall mean Exclusive Disease Areas and Non-exclusive Disease Areas.

IPSCIO Record ID: 202861

License Grant
This grant in the agreement is for research.  Licensor grants a co-exclusive license, with Licensor, without the right to grant sublicenses, under the Licensors Intellectual Property Rights and Licensors rights in and to the Collaboration Technology, to practice the Licensors Technology and the Collaboration Technology for the purpose of conducting research within the Territory under the Research Program in order to identify drug candidates that comprise Hedgehog-based Molecular Entities for use in the Field.

Licensor grants a non-exclusive license, under Licensors rights in and to the Collaboration Technology, to practice the Collaboration Technology for the purpose of discovering and developing products that do not embody, or are not developed through the use of Technology related to the Vertebrate Hedgehog Family, and make, have made, import, use, have used, offer to sell, sell and have sold Licensee Non-Hedgehog Products in and outside the Field within the Territory

Licensor grants an option to initiate one or more Development Programs.

License Property
This agreement is for technology and patents for a Hedgehog-based Molecular Entity.  Licensors Hedgehog Protein means Desert Hedgehog and/or Indian Hedgehog and/or Sonic Hedgehog.

Licensor possesses proprietary rights to another important family of proteins that induce cell and tissue growth and differentiation, referred to as the hedgehog family. Sonic Hedgehog has neuro-inductive, growth factor and neuroprotective properties, and offers the potential for treatment of neurodegenerative diseases such as peripheral neuropathy (i.e., a loss of nerve function in the extremities of the body), Parkinson's disease, Alzheimer's disease, Amyotrophic Lateral Sclerosis and Multiple Sclerosis. Desert Hedgehog plays a role in normal peripheral nerve signaling. Licensor is exploring its use in disorders related to nerve signaling such as chemotherapy- and diabetes- induced neuropathy.

Field of Use
'Field' means all therapeutics and prophylactics, other than therapeutics and prophylactics based on the administration of cells (except with respect to autologous cells administered in connection with Hedgehog Gene Therapy), that are administered by the Specified Delivery Methods for any disease indication, other than the excepted disease indications

Neurology therapies based upon the hedgehog proteins are being developed in partnership with the Licensee.

IPSCIO Record ID: 300744

License Grant
This agreement is to identify Prognostic Signatures capable of predicting responsiveness of an organism to therapeutic compounds upon the terms and conditions.

For Therapeutic Use, upon exercise of the Option for a specified Non-MAP Collaboration Target,  Licensor grants  an exclusive license in the Territory under the Licensor Patent Rights and Licensor Know-How, with a right to sublicense for any and all Therapeutic Uses, to develop, make, have made, use, offer to sell, sell and/or import Collaboration Compounds and/or Products Directed at such Non-MAP Collaboration Target for Therapeutic Use.

For Diagnostic Use, upon exercise of the Option for a specified Non-MAP Collaboration Target Licensor grants a non-exclusive license in the Territory under the Licensor Patent Rights and Licensor Know-How, with a right to sublicense for any and all Diagnostic Use, to develop, make, have made, use, offer to sell, sell and/or import Collaboration Compounds and/or Products Directed at such Non-MAP Collaboration Target for Diagnostic Use.

For Biologicals, upon exercise of the Option for a specified Non-MAP Collaboration Target that is not an Additional Biological Target,  Licensor grants a non-exclusive license in the Territory under the Licensor Patent Rights and Licensor Know-How, with a right to sublicense, to develop, make, have made and use Biologicals Directed to a NonMAP Collaboration Target or Discovery Target for the sole purpose of the research and/or development of a Product for Therapeutic Use and/or Diagnostic Use.

For MAP Collaboration Targets, upon Licensees payment of the MAP Technology Access Fee for a specified MAP Collaboration Target Licensor grants a non-exclusive license under the Licensor Patent Rights and Licensor Know-How that arise from the activities under the MAP Target Research Plan to develop, make, have made, use, ·
offer to sell, sell and/or import inhibitors or modulators directed to such MAP Collaboration Target for Therapeutic Use and Diagnostic Use.

For the Option for Non-MAP Collaboration Targets, Licensor grants an exclusive Option to obtain an exclusive license, and a non-exclusive license for up to seven Non-MAP Nominated Targets at any one time.

License Property
Collaboration Model means
—   INK4A-/-/kRAS Spontaneous Inducible Breast Cancer Model
—   INK4A-/-/HER2 Spontaneous Inducible Breast Cancer Model
—   INK4A-/-/kRAS Spontaneous Inducible Lung Cancer Model.

Product means any preparation in final form, either for sale by prescription, over-the-counter or any other method or for administration to human patients in Clinical Trials, for any and all uses in the Field, which preparation contains a Collaboration Compound, or in the case of a Product for Diagnostic Use, utilizes the relevant Discovery Target and/or Collaboration Compound for Diagnostic Use.

Human Response Platform is a novel method of building preclinical models of human cancer, which are intended to more accurately represent cancer biology in patients.

Human Response Prediction platform is based on AVEO's proprietary, genetically-defined mouse models of human cancer. Each of these models is engineered to contain signature genetic mutations that are present in human disease. Beyond these cancer-initiating engineered mutations, the resultant tumors acquire common and distinct spontaneous mutations during tumor progression, providing additional natural genetic variation more akin to the range of genetic heterogeneity encountered across different primary human tumors. The tumor-to-tumor genetic variation in the system provides the opportunity to identify genetic correlations between responding and non- responding tumor populations, and to apply such genetic profiles in clinical development.

Field of Use
Human Response Platform provides an unique insights into cancer biology and mechanisms of drug response and resistance, and represents a significant improvement over traditional approaches.  The parties will use the Human Response Prediction platform to identify patient populations likely to be responsive to a number of investigational cancer drugs currently being developed.  The collaboration is focused on identifying genetic profiles that correlate with drug response to more effectively guide the clinical and market development of Licensee's cancer compounds.

Field means the use of Non-MAP Collaboration Targets, MAP Collaboration Targets, Discovery Targets, Collaboration Compounds and/or Products for any and all Therapeutic Uses and/or Diagnostic Uses.

IPSCIO Record ID: 249721

License Grant
Licensor grants to the English Licensee
– an exclusive, worldwide, right and license, within the Territory to Licensor Technology and interest in any Program Technology, as embodied in or related to any Preliminary Compound(s), Primary Active Compound(s), QSCD Preliminary Compound(s), QSCD Primary Active Compound(s) and Designated Compounds solely for the purpose of conducting Licensees activities under the Research Collaboration, to research, develop, make, have made, use and import Preliminary Compound(s), Primary Active Compound(s), QSCD Preliminary Compound(s), QSCD Primary Active Compound(s) and Designated Compounds to develop Licensed Product(s); and

– an exclusive, worldwide, right and license, within the Territory, to the Licensors Technology and interest in any Program Technology, as embodied in or related to any Designated Compounds, necessary to make, have made, develop, have developed, use, distribute for sale, promote, market, offer for sale, sell, have sold, import and export Licensed Product(s).

Licensee may grant sub-licenses.

License Property
Licensed Products shall mean any product whose pharmaceutical composition contains any formulation or dosage of a Designated Compound or any Licensee Derivatives or improvements thereof as a pharmaceutically active ingredient and the development, manufacture, use, or sale of which, absent the rights assigned and licenses granted to Licensee under this Agreement, would infringe the Licensor Technology or which makes use of any Patents comprised in Program Technology with respect to which Licensor is an inventor.

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

NeoMorph Focuses Libraries shall mean those compounds synthesized by Licensor during the optimization of either the Preliminary Compounds identified from the NeoMorph Screening Library or further optimization of compounds identified in any rounds of optimization.

NeoMorph Screening Library shall mean the constantly expanding collection of libraries consisting of mass-encoded small molecule organic compounds owned by Licensor and developed with NeoMorph Chemistry, currently comprising about 10,000,000 unique compounds.

Preliminary Compound shall mean any Licensor compound identified from the NeoMorph Screening Library which binds an Approved Target with a minimum affinity set by the Steering Committee on an Approved Target by Approved Target basis.

QSCD shall mean Quantisized Surface Complementary Diversity, a technology proprietary to Licensor, in terms of which discrete chemical complements to the surfaces of Approved Targets may be defined.

Field of Use
Licensee is a biopharmaceutical company with an ongoing interest in research, development and commercialization of pharmaceutical products for treatment of certain human diseases and wishes to identify compounds that exhibit a high affinity and functional activity to protein targets for the development, manufacture and commercialization of pharmaceutical products.

IPSCIO Record ID: 369327

License Grant
Licensor hereby grants to Licensee a royalty-bearing, worldwide, exclusive license, with the right to sublicense (subject to Section 5.5), under Licensor Know-How and Exclusive Patents, solely to Develop Collaboration Leads and Commercialize Licensed Products in the Field.

The parties will collaborate to develop biopharmaceutical products containing one or more macrocycles.

License Property
Collaboration Compound shall mean any macrocycle compound developed or generated by or on behalf of either Party (or the Parties jointly) arising from activities conducted or permitted under this Agreement, and any Analog, derivative, salt, ester, polymorphic, stereoisomer, metabolite, pro-drug form of any such Collaboration Compound. For clarity, Collaboration Compounds shall include all Collaboration Hits (including all compounds provided by Licensor to Licensee as part of the NPY2 program) and Optimized Collaboration Hits and shall exclude all other compounds first synthesized by a Party prior to the Effective Date.

The term compound when used herein shall include the particular compound structure in question, its optical isomers, plus all solvates (including hydrates), salt forms and polymorphs of the foregoing.

Licensor Core Technology shall mean all Patents and Know-How Controlled by Licensor or any of its Affiliates covering or claiming the creation of macrocycle libraries using its MATCHâ„¢ Technology, the macrocycle compounds in Licensors HITCREATEâ„¢ Library, assay methods for interrogating or selecting HITCREATEâ„¢ Libraries or any Materials Controlled by Licensor and provided to Licensee under this Agreement. For clarity, neither the generation of compounds by Licensee that are derived from the HITCREATEâ„¢ Library nor any such derived compounds, shall be considered Licensor Core Technology.

The HITCREATEâ„¢ Library is a MATCHâ„¢ Based Drug Discovery Library consisting of 21,200 macrocycles available for screening as of the Effective Date of the Agreement.

Licensor Patents shall mean all Patents (other than Patents claiming any Licensor Core Technology) Controlled by Licensor or any of its Affiliates, and containing a Valid Claim Covering any of the Collaboration Compounds or Licensed Products. For clarity, Licensor Patents shall include, if applicable, Licensors interest in Patents within its Sole Research Program IP and within the Joint Research Program IP.

Collaboration Lead(s) shall mean any Collaboration Compound that binds to or has activity with regards to the applicable Collaboration Target and is designated as a Collaboration Lead, and in each case certain Analogs as described below, along with any derivative, salt, ester, polymorphic, stereoisomer, metabolite, pro-drug form of such Collaboration Compound. Upon designation of a Collaboration Lead, such designation shall include those Analogs of the selected Collaboration Compound, which exhibit the same structure-activity relationship with the applicable Collaboration Target, such structure-activity relationship as mutually agreed in good faith by the JSC, such agreement shall require approval of (a) both Parties representatives on the JSC or (b) if the term of the JSC has expired or Licensors participation on the JSC has ceased, then the approval of designees of each Party, in each case with a Partys consent not to be unreasonably withheld.

Field of Use
The collaboration will deploy Licensor’s proprietary drug discovery technology, Macrocyclic Template Chemistry (MATCH™), to identify and develop new drug candidates for multiple targets in diverse therapeutic areas.

The goal of the collaboration is to explore the molecular chemistry space accessed by MATCHâ„¢ to discover novel bioactive macrocycles. These macrocycles represent a distinct and underexplored compound class that displays favorable characteristics exhibited by large biomolecules, such as high potency and selectivity, while maintaining the benefits typically associated with small molecule drugs, such as high oral availability and low cost of goods. The collaboration will deploy Licensors proprietary drug discovery technology,

IPSCIO Record ID: 211864

License Grant
For the Non-Exclusive Research License to Licensor Base Technology, Licensor grants a non-exclusive, world-wide license under the Base Technology to conduct research and development activities pursuant to the Research Plan, with no right to sublicense.   Licensor also grants the right to sublicense or transfer the rights granted under the Collaboration Technology to Affiliates; and to Third Parties.
License Property
License agreement is for the development of orally bioavailable small-molecule compounds identified through the application of PTC’s proprietary GEMS (Gene Expression Modulation by Small Molecules) technology.

GEMS (Gene Expression Modulation by Small-Molecules) is a novel drug discovery platform technology which enables identification of compounds that target the post-transcriptional regulation of gene expression.

GEMS-UTR (Gene Expression Modulation by Small-Molecules Untranslated Region) is a proprietary screening technology for the identification of small molecules that modulate gene expression by targeting the post-transcriptional control processes that act through the UTRs of mRNA molecules.

The Licensed Product shall mean any Product which incorporates a Collaboration Compound as an active ingredient.  The Collaboration Compound shall mean, on a Target-specific basis, a chemical compound that is synthesized or identified by the Parties, and any metabolites, prodrugs, solvates, including without limitation hydrates, analogs, esters, salts, derivatives, stereoisomers, racemates, tautomers and polymorphs of such chemical compound which are determined to be Active. Collaboration Compound shall include any of a Hit, a Research Compound, a Lead Compound or an IND Candidate.

Field of Use
Field shall mean the prevention, treatment or diagnosis of all diseases or conditions in humans or animals.

This agreement pertains to drug discovery.

IPSCIO Record ID: 310414

License Grant
The Company was assigned an Option by a Third Party and would like to exercise its right under the Option Agreement to take an Exclusive License to the technology covered in the Option Agreement

University grants an exclusive right and license to practice under the Licensed Patents and Licensed Technology to make, have made, develop, promote, market, import, export, distribute, offer for sale and sell and otherwise use the Licensed Products in the Field of Use within the Licensed Territory during the Term of this Agreement, with rights to Sublicense any and all of such rights to Sublicensees in accordance with the terms of this Agreement.

License Property
Licensor is a research university,  These products are related to patents filed by University directed to methods using the active ingredient in the anti-cancer agent Imatinib, as an anti-infective. These compounds were designed to inhibit c-Abl in patients for a therapeutic purpose. These patents formed the starting point for Licensees RAMP drug discovery program.

The Patents are
Compositions and Methods of Use of Tyrosine Kinase Inhibitors to Treat Infections caused by HIV-1, by Mycobacterium Tuberculosis, and by Polyoma and Related Viruses;  Development of Novel Tyrosine Kinase Inhibitors for Treating Infectious Diseases; Use of Tyrosine Kinase Inhibitors to Treat Mycobacterium Tuberculosis and Related Infections; and, Use of Tyrosine Kinase Inhibitors as Therapeutics for Polyomavirus Infections.

Option Invention shall mean any patentable addition, enhancement, modification, development, alteration, technical advance to Licensed Patents or Licensed Technology to the extent any such improvement is owned or controlled by University.

These products are related to patents filed by Licensor directed to methods using the active ingredient in the anti-cancer agent Imatinib, as an anti-infective.

Field of Use
The Field of Use shall include the prevention, diagnosis, treatment or control of human and animal infectious diseases or related conditions other than Tuberculosis.

The patent rights related to the application of Imatinib or a series of novel analogs for the treatment of infections caused by both viruses and bacteria that utilize c-Abl protein kinase to reproduce in human hosts.

This License grants is related to the application of Imatinib or a series of novel analogs for the treatment of infections caused by both viruses and bacteria that utilize c-Abl protein kinase to reproduce in human hosts.

Licensee is a clinical stage pharmaceutical company developing therapeutics for Parkinson’s Disease, or PD, and related disorders that arise inside and outside of the brain.

IPSCIO Record ID: 289190

License Grant
Licensor grants a worldwide, exclusive license, with the right to sublicense, under the Licensed Compound Patent Rights, the Licensed Compound Know-How and Licensors interest in the Joint Patent Rights, to make, have made, use, develop, sell, offer for sale, have sold, import and export Products.

Licensor grants an option, the License Option, to acquire a worldwide, nonexclusive, or to the extent available, exclusive license, with the right to sublicense, under some or all of the Additional Patent Rights and the Additional Know-How to make, have made, use, develop, sell, offer for sale, have sold, import and export Products.

License Property
Licensor is a drug discovery company that has expertise and proprietary technology relating to compounds that modulate the Farnesoid X Receptor.

Licensed Compound means any Existing Compound or any Derivative. Any Licensed Compound shall also include any salt, metabolite, prodrug, constitutional or geometric isomer, regioisomer, stereoisomer including any enantiomer or diastereoisomer, salt form, hydrate, solvate, polymorph or other physical form of any such compound.

Bioisosteric Scaffold means any scaffold that is bioisosteric to a Licensor Agreement Scaffold and Controlled by Licensee.

Field of Use
This agreement is related to compounds targeting the farnesoid X receptor, or FXR, a nuclear hormone receptor implicated in a variety of metabolic and liver disorders.

Licensee is a multinational health care company that has expertise and capability in developing and marketing human pharmaceuticals and has research and development programs.

Farnesoid X receptor is a nuclear receptor that is encoded by the NR1H4 gene in humans.

XL335 targets the Farnesoid X Receptor (FXR) and has been shown to function as a bile acid receptor regulating genes involved in lipid, cholesterol and bile acid homeostasis. We have identified proprietary, potent and selective FXR ligands (a compound that binds to a receptor) that have good oral bioavailability and drug metabolism and pharmacokinetic properties. In rodent models of dyslipidemia, these compounds lowered triglycerides by decreasing triglyceride synthesis and secretion. In addition, they improved the high-density lipoprotein (HDL)/low-density lipoprotein (LDL) ratio and are anti-atherogenic (preventing the formation of lipid deposits in the arteries) in animal models of atherosclerosis. XL335 is also effective in models of cholestasis (a condition in which bile excretion from the liver is blocked), cholesterol gallstones and liver fibrosis. These data suggest that small molecule ligands targeting FXR should function as novel therapeutic agents for treating symptoms and disease states associated with metabolic syndrome as well as certain liver disorders.

IPSCIO Record ID: 289150

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

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

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

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

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

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

IPSCIO Record ID: 316393

License Grant
Licensor hereby grants to Licensee a non-exclusive royalty bearing license, under Licensor Contributed Know-How Patent Rights and Licensor Contributed Know-How, to use Licensee Accessible Program Clones and Proteins encoded therein in order to discover, research, develop, make, import, use, offer to sell include the right to grant sublicenses.
License Property
Program Clone means a clone (including the DNA sequence information, whether partial or full-length, pertaining to the clone), identified in the course of the Licensee Discovery Program or included in the Existing Tango Technology, Licensee Contributed Know-How or Licensor Contributed Know-How.

Licensee Program Methodology Patent Right means a Patent Right that relates to methods that are or were at any time included in Licensee Program Metholodogy.

Protein means a high molecular weight (i.e., weighing greater than 1000 daltons) polymer compound composed of a variety of amino acids joined by peptide linkages, including allelic variants thereof and post-translationally modified variants thereof (i.e., glycosylated Proteins). For purposes of this Agreement, Protein does not include an Antibody.

Small Molecule Drug means a therapeutic or prophylactic product, the active ingredient of which is a synthetic small molecule (including but not limited to a Peptido Mimetic), a natural product or a macromolecule that (a) is identified in a screening assay on the basis of its interaction with a biological target that has been identified through use of a Program Clone, or (b) is designed or developed using medicinal chemistry, SAR or combinatorial chemistry techniques to interact with a biological target that has been identified through use of a Program Clone, provided, however, that a Small Molecule Drug does not include any Therapeutic Product or any therapeutic and/or prophylactic product in which the active ingredient is a Protein, an Antibody, an Antisense Drug or a Gene Therapy Drug.

Gene Therapy Drug means any drug or drug candidate, excluding an Antisense Drug, which consists of nucleic acid or a functional analog, derivative or homologue thereof and which, upon delivery by any means, provides a gene product encoded therein which is expressed.

Antisense Drug means any drug or drug candidate which consists of nucleic acid or a functional analog, derivative or homologue thereof and which is complementary to a segment of DNA of a target gene or such target genes cognate RNA and which, upon delivery by any means, alters the transcription, processing, elaboration, RNA expression or Protein production of or by such target gene.

Antibody means (a) a molecule comprising four (4) polypeptide chains (two (2) identical light chains and two (2) identical heavy chains) that are held together by disulfide bonds and form two (2) identical antigen binding sites or (b) any combination, fragment or altered form of a molecule(s) of the type described in (a) (e.g., single chain antibodies).

Licensor Small Molecule Drug means a Small Molecule Drug identified or designed by Licensor through the use of a Licensor Accessible Program Clone and/or the Protein encoded therein.

Existing Tango Technology means the cDNA libraries, genomic sub-libraries, signal peptide trap libraries (including the clones derived from such libraries and the Proteins encoded therein) and the Proteins and all associated data and information.

Therapeutic Product means a therapeutic and/or prophylactic product in which the active ingredient is a Program Protein or a Derivative thereof.

Peptido Mimetic means  synthetic organic molecule that (a) is designed or developed using medicinal, SAR or combinatorial chemistry techniques to incorporate key structural features of a Protein (the 'Mimicked Protein'). Cb) if a peptide • has an amino acid sequence that is at least fifty percent (50%) different from that of the  Mimicked Protein, and (c) has a molecular weight that is less than twenty (20%) percent of that of the Mimicked Proteina,

Diagnostic Product means any diagnostic product, in the form of a device, compound, kit or service, with utility in the diagnosis, prognosis, prediction or disease management of a disorder that (a) is developed through the use of Licensee Program Know-How or, subject to any limitations on the use of such Know-How by Licensor, Licensee Contributed Know-How and/or is covered by a Valid Claim included in Licensee Program Know-How Patent Rights or, subject to any limitations on the use of such Patent Rights by Licensor, Licensee Contributed Know-How Patent Rights, (b) embodies, or operates through the detection of a Program Clone or a Program Protein (or a Derivative thereof), and (c) will complement the use of any therapeutic product under development or marketed by Licensor or a development or marketing partner of LIcensor (a Licensor Corresponding Drug).

Licensor Contributed Know-How means Know-How (a) which is necessary or useful in order to discover, develop, make, use, sell or seek approval to market Therapeutic Products, and (b) to which Licensor has the right to grant licenses or sublicenses without violating the terms of any agreement with a third party, and (c) which is in Licensors possession on the Effective Date or is developed or acquired by Licensor during the term, but not in the course, of the Licensee Discovery Program, and (d) which Licensor has elected to contribute to the Licensee Discovery Program through written notification to, and with the approval of, the Joint Management Team, which notification shall include any limitations on the use of such Know-How by Licensee, provided, however, that if such Know-How is a biological source for the identification of Program Clones, then the only permitted limitation shall be that Licensee shall not have the right to use any such Program Clone for the identification or design of Licensee Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified, and (e) which is not properly in the public domain.

Licensor Contributed Know-How Patent Right means a Patent Right that relates to Know-How that is or was at any time Licensor Contributed Know-How.

Licensor Selected Protein means a Program Protein selected by Licensor for further pre-clinical development, clinical development, manufacture and commercialization.

Licensor Accessible Program Clone means (a) a Program Clone that is not identified through the use of Licensee Contributed Know-How, or (b) a Program Clone that is identified through the use of Licensee Contributed Know-How and with respect to which either (i) Licensee has not placed any limitation on Licensors use of such Program Clone for the identification or design of Licensor Small Molecule Drugs or (ii) Licensee has placed the limitation that Licensor shall not have the right to use such Program Clone for the identification or design of Licensor Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified and such twelve (12) month period has elapsed.

Licensee Discovery Program means the therapeutic Protein  discovery program to be undertaken by Licensee pursuant to this Agreement, with the goal of identifying and qualifying potential therapeutic Proteins for further pre-clinical development, clinical development, manufacturing and commercialization, as described in greater detail in the Program Plan.

Licensee Program Methodology means any methods (including without limitation bioinformatics tools, processes, protocols, assays, automated and semi-automated techniques, molecular biology methods and other methods for
the discovery, production and/or characterization of Proteins), that (a) are developed in the course of the Licensee Discovery Program, including any improvements in methods technology derived from, or based upon, any Licensor Contributed Know-How and/or Licensee Contributed Know-How and (b) are not properly in the public domain.

Licensee Accessible Program Clone means (a) a Program Clone  that is not identified through the use of Licensor Contributed Know-How, or (b) a Program Clone that is identified through the use of Licensor Contributed Know-How and with respect to which either (i) Licensor has not placed any limitation on Licensees use of such Program Clone for the identification or design of Licensee Small  Molecule Drugs or (ii) Licensor has placed the limitation that Licensee shall not have the right to use such Program Clone for the identification or design of Licensee Small Molecule Drugs for a period of twelve (12) months from the date on which such Program Clone is identified and such twelve (12) month period has elapsed.

Field of Use
The field of use is for the therapeutic and/or prophylactic application in human health care of Proteins or Derivatives thereof. The goal is to identify and qualify potential therapeutic proteins, small molecule targets and diagnostics for further development and commercialization.

Licensee is in the business of employing various discovery methodologies to identify proteins with therapeutic utility.

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