Royalty Report: Drugs, Cancer, Antibody – Collection: 324661

$150.00

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

Description

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

Primary Industries

  • Drugs
  • Cancer
  • Antibody
  • Cell Line
  • Biotechnology
  • Drug Discovery
  • Disease
  • cell therapy
  • Diagnostic Substances
  • Genome
  • Diagnostic

IPSCIO Report Record List

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

IPSCIO Record ID: 324661

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 279976

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

Antibody means any antibody directed against an Antigen and shall include, without limitation, monospecific and bispecific antibodies (but a separate license shall be required for the antigen involved for each arm of  a  bispecific antibody); less than full-length antibody forms such as Fv, Fab, and F(ab)2; single-chain antibodies; and antibody conjugates bound to a toxin, label or other moiety.  The term 'Antibody' shall include any and all such constructs directed against any particular Antigen.

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

4,816,567 – Recombinant immunoglobin preparations

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

IPSCIO Record ID: 319209

License Grant
The Swiss Licensor hereby grants to the German Licensee, and the Licensee accepts, in relation only to the Product, a non exclusive license to use the Intellectual Property, the Licensed Know-How, the Licensed Patents and/or the Protein Free System to develop, have developed, to manufacture, have manufactured, to supply, have supplied, to import, have imported, to use, have used, and to sell and have sold, the Product in the Territory for the Approved Purpose only.
License Property
U. S. 6,593,140 – Animal cell culture

Licensed Patents means patents and patent applications, divisions, continuations, continuation-in-part applications, divisionals, extensions, substitutions, renewals, confirmations, supplementary protection certificates and reissues, throughout the world owned or Controlled by the Licensor and used in the development and/or manufacture of the Product.  Licensed Patents shall also include, but not be limited to patents and patent applications that cover the New General Applications Intellectual Property, as defined in the Development Agreement, as well as patents and patent applications comprised in the Improvements.  In the event the Licensee exercises its option under Clause 14 of the Development Agreement also for a technology transfer and license of the Protein-Free System, Licensed Patents shall also include the Protein-Free Patents.  Short particulars of the Licensed Patents as of the effective date of the Development Agreement are set out hereto.

Product means Licensees single-chain bispecific anti-CD19 antibody (CD19 BiTE®) also known as Blinatumomab or MT103, and any variant of MT103, including covalent modifications and sequence modifications of MT103.

Protein-Free System means Licensors chemically defined, animal component free system of media and feeds consisting of the Protein-Free Feeds, Protein-Free Media, Protein-Free Base Powders, Protein-Free Know-How, Protein-Free Patents and the Supplements used either in combination or individually, as it is used in the development and/or manufacture of the Product and owned or Controlled by Licensor.

Protein-Free Feeds means the concentrated nutrient solutions used in order to maintain the growth and productivity of mammalian cells.

Protein-Free Media means the solution of nutrients used in mammalian cell culture.

Protein-Free Base Powders mean the powders.

Protein-Free Know-How means any information specifically relating to the Protein-Free Feeds, Protein-Free Media, Protein-Free Base Powders or the Supplements.

Protein-Free Patents means any patents and applications covering the Protein-Free Feeds, Protein-Free Media, Protein-Free Base Powders, or the Supplements.

Supplements means the supplement solutions.

Intellectual Property means all intellectual property rights, including (without limitation) patents, patent applications, divisions, continuations, continuation-in-part applications, divisionals, substitutions, confirmations, supplementary protection certificates, reissues, utility models, trademarks, database rights and copyrights and all inventions, know-how, trade secrets, techniques and confidential information and other proprietary knowledge and information which may subsist anywhere in the world, in each case for their full term, and together with any renewals or extensions.

BiTE(R) antibodies are designed to direct the body's cytotoxic, or cell-destroying, T cells against tumor cells, and represent a new therapeutic approach to cancer therapy. Typically, antibodies cannot engage T cells because T cells lack the appropriate receptors for binding antibodies. BiTE antibodies have been shown to bind T cells to tumor cells, ultimately inducing a self-destruction process in the tumor cells referred to as apoptosis, or programmed cell death. In the presence of BiTE antibodies, T cells have been demonstrated to serially eliminate tumor cells, which explains the activity of BiTE antibodies at very low concentrations. Through the killing process, T cells start to proliferate, which leads to an increased number of T cells at the site of attack.

Field of Use
Blinatumomab is a BiTE antibody for the treatment of various hematologic cancers. Blinatomumab has achieved the primary endpoint in a phase 2 clinical trial for the treatment of patients with acute lymphoblastic leukemia (ALL), and has shown significant clinical activity in an ongoing phase 1 clinical trial for the treatment of patients with non-Hodgkin's lymphoma (NHL).

The field of use is for the treatment of cancer by activating the T cells of a patient’s immune system to eliminate cancer cells. T cells are considered the most powerful “killer cells” of the human immune system. Blinatumomab targets the human protein molecule CD19, which is expressed on the surface of tumor cells of certain cancers.

Licensee is a biopharmaceutical company focused on the discovery, development and commercialization of innovative antibody-based therapies for the treatment of cancer.

IPSCIO Record ID: 291107

License Grant
Collaborator hereby grants to Licensee of Ireland an exclusive license (exclusive even as to Collaborator), with the right to sublicense, under the Collaborator Technology, to use, have used, Develop, have Developed, Manufacture, have Manufactured, Commercialize and have Commercialized Antibodies and Products in the Territory.
License Property
Product means any pharmaceutical product containing one or more Antibodies whose manufacture, use, sale, offer for sale or importation by Licensee in a given country in the Territory is covered by a Valid Claim under a Collaborator Patent Right or Sponsored Research Patent Right in such country.

Collaborator Patent Right means any Patent Right that (a) is Controlled by Collaborator or any of its Affiliates as of the Effective Date (including the Collaborator Patent Rights that comes into the Control of Collaborator or any of its Affiliates during the Term (other than through the grant of a license by Licensee) and (b) claims or discloses any (i) Antibody or Product (including the composition of matter thereof), (ii) method of making any Antibody or Product or materials used in any method of making any Antibody or Product, or (iii) methods of using any Antibody or Product.

Collaborator Technology means the Collaborator Patent Rights and Collaborator Know-How.

Patent Rights means any and all (a) issued patents, (b) pending patent applications, including all provisional applications, substitutions, continuations, continuations-in-part, divisions and renewals, and all patents granted thereon, (c) patents-of-addition, reissues, reexaminations and extensions or restorations by existing or future extension or restoration mechanisms, including patent term adjustments, patent term extensions, supplementary protection certificates or the equivalent thereof, (d) inventor’s certificates, (e) other forms of government-issued rights substantially similar to any of the foregoing and (f) United States and foreign counterparts of any of the foregoing.

1. The Identification and Selection of individual Human B cell donors
Pre-requisites to I-STAR screen
• Initiate blood (B cell) collection program for non-small cell lung carcinoma.
• 200 donors to be screened serologically prior to selection for I-STAR memory B cell activation.
• Perform serum binding assay against NSCLC tumor cell lines.
• Selection of top 50 subjects/ B cell donors with serum reactivity against NSCLC tumor cell lines for IgG+ memory B cell isolation and activation (I-STAR platform). Subject selection to be done by Pfizer/ Theraclone joint project team.

2. I-STAR process for selection of native human bNAbs
I-STAR Antibody Discovery Platform
• Perform activation of short-term memory B cell cultures (B cell expansion and differentiation) from a total of 50 selected individuals.
• 2000-20,000 native human memory B cell clones from each of  50 selected donors to be activated in vitro in preparation for screening assay.
• Perform a two step screening process to identify NSCLC binding antibodies.
o Primary screening by a high-throughput cell binding assay with NSCLC tumor cell lines using supernatant from cultured B cells. Primary screens will provide initial identification of antibody binding of up to 10 tumor cell lines. The NSCLC tumor cell lines will be chosen by the Pfizer/ Theraclone joint project team. Screening will utilize pools of three to four tumor cell lines to increase throughput.
o Perform secondary screens on tumor cell line binding antibodies. Secondary screens will assess binding to NSCLC tumor cell lines by suitable techniques, and lack of binding to a normal cell line. Normal cells lines will be chosen by the joint project team.
• Deep sequencing of up to 2,880 hit wells to be performed and sequence analysis allowing clustering of hits into bins (based on V-region (VH / VL sequences). All DNA and amino acid sequences delivered to Pfizer.
• Joint project team to prioritize up to 200 mAbs for small scale expression.

3. Generation of recombinant mAh protein and re-screening against target cells
• Generation (expression and purification) of transiently transfected full-length, human mAbs from mammalian cells in an appropriate human IgG format for up to 200 target antigen positive V-region hits.
• Initial characterization of recombinant mAbs to confirm NSCLC tumor cell line binding, internalization and binding to disaggregated cells from PDX tissue.
• Develop an internalization assay based on cell killing by auristatin conjugates. Several antibodies, including anti-EGFR, anti-HER2, anti-transferrin receptor and TCN-462 will be evaluated as potential internalization control antibodies.

4. Generation of large scale recombinant mAh protein, characterization data and re-screening against targets
• Selection of up to 50 unique antibodies that the joint project team regards suitable for further analysis
• Selection criteria
o Binding to NSCLC PDX tissue
o Binding to cancer cells in vitro, Ko determination by tumor cell binding
o Lack of binding to normal cell lines
o Internalization into NSCLC tumor cell lines
• mAb expression and purification at Theraclone – highest 50 prioritized mAbs at 5 – 20 mg scale. Additional prioritized mAbs purified at 5-20 mg scale subject to joint project team approval.
• Quality control A280, SDS-PAGE, CIEX, SEC, target I antigen binding profile, endotoxin analysis

Field of Use
I-STAR technology relates to discover broadly protective monoclonal antibodies against up to four undisclosed targets in the areas of infectious disease and cancer.

IPSCIO Record ID: 369305

License Grant
Licensor, a nonprofit cancer research institute, hereby grants to Licensee and Licensee accepts subject to the terms and conditions hereof the following licenses
(a) a non-exclusive license to use, possess, culture and employ the Licensed Cell Line at its business premises solely in the United States;
(b) a worldwide, non-exclusive license to the Licensed Monoclonal Antibody to make and have made, to use, to sell, have sold and offer for sale the Licensed Products and the Licensed Services in the field for the term of this Agreement (collectively the Licenses). Notwithstanding any other provision of this Agreement, (1) Licensee and its Affiliates shall not use the Licensed Cell Line or Licensed Monoclonal Antibody for any purpose other than that expressly described in this Agreement (2) shall not transfer the Licensed Cell Line to any third party or affiliate for any purpose except to a sublicensee as provided in this Agreement and (3) shall in no event transfer the Licensed Cell Line outside of the United States.

Licensee shall have no right or power to grant sublicenses of the Licensed Cell Line, except Licensee shall have the right to sublicense third parties to make the Licensed Monoclonal Antibody on behalf of Licensee solely for the use of Licensee, its affiliates and sublicensees subject to Licensor prior written consent.

License Property
Licensed Cell Line means the hybridoma  cell line BC3 described in Anasetti, C et. al., 'Induction of specific nonresponsiveness in unprimed human T cells by anti-CD3 antibody and alloantigen', J Exp. Med., l 72, pp. 1691-1700 (1990) and Anasetti, C. et al., Treatment of acute graft-versus-host disease with a nonmitogenic anti-CD3 monoclonal antibody, Transplantation, 54, pp. 844~85 1 (1992) and all progeny, clones, derivatives and modifications thereof. Such derivatives and modifications shall not include antibodies which are not derived from or developed using the Licensed Materials and which have been entirely made with the use of information or materials available in the public domain.

Licensed Monoclonal Antibody means the monoclonal antibody BC3 and antigen binding fragments thereof, produced by or derived from the Licensed Cell Line.

Licensed Products means any product, including reagents, devices, kits and packages that contain, or are derived from, or result from the use of the Licensed Monoclonal Antibody including without limitation beads coated with the Licensed Monoclonal Antibody either by itself or in combination with other antibodies. Licensed Products does not include the Licensed Cell Line.

Licensed Services means any service performed for a third party using a Licensed Product or the Licensed Monoclonal Antibody. Services performed on biological materials from a single patient which are clinically defined to constitute a single course of treatment shall constitute the performance of a single Licensed Service procedure for purposes of this Agreement.

Field of Use
IP relates to using the monoclonal antibody that binds to the CD3 molecule for T cell stimulation for ex vivo therapeutic and research uses other than cell separation and selection.  T cells remain in a resting state until they become activated upon encountering antigens expressed by infected cells or tumor cells.

Field means any ex-vivo use for human prophylactic, therapeutic and research applications, excluding cell separation and selection applications.

IPSCIO Record ID: 5297

License Grant
Licensor hereby grants the right to use MoAb 7E11-C.5.3 solely for such purposes.
License Property
The term 'MoAb 7E11 shall mean and collectively include that certain antibody to PSMA known as MoAb 7E11-C5, which such antibody is claimed in United States Patent No 5,162,504, granted November 10, 1992, and entitled 'Monoclonal Antibodies to a New Antigenic Marker in Epithelial Prostatic Cells and Serum of Prostate Cancer Patients.'  One subclone of MoAb 7E11 is MoAb 7E11-C5.3.  To enable the licensee to utilize MoAb 7E11-C 5.3 in connection with the development, manufacturing, testing, or conducting quality control tests on Licensed Products and to practice Licensed Processes.
Field of Use
The term 'PSMA' shall mean prostate specific membrane antigen and shall include the PSMA protein.

The term 'PSMP' shall mean prostate specific membrane peptides which shall include any peptide sequence appearing within the PSMA protein.

The term 'Licensed Products' shall mean products for the immunotherapy of prostate cancer which are produced by [  ***  ], with a composition including PSMA and/or PSMP, and/or the mimetopes of PSMA or PSMP.

The term 'Licensed Processes' shall mean any process for the immunotherapy of prostate cancer in patients by [  ***  ] including, but not limited to [  ***  ], ex vivo, with a composition including PSMA and/or PSMP, and/or the mimetopes of PSMA or PSMP, and [  ***  ] the use or practice of which would, but for the licenses granted herein, infringe one or more Valid Claims of an issued patent or pending patent application included in SKICR Patent Rights.

IPSCIO Record ID: 294297

License Grant
The Swiss Licensor grants an exclusive option to obtain a non-exclusive, worldwide license, with the right to subl1cense through multiple levels of sublicensees, under the Licensor Patents, Technology and Know-How, any Licensee Cell Lines, and/or any Products, to propagate, have propagated, use, have used, import and have imported any Licensee Cell Lines, make, have made, manufacture, have manufactured, purify and have purified the recombinant antibody derived from the COMPANY Cell Lines, and (iii) research, develop, make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import and have imported any Products, in the attached License agreement.

Upon the Licensee exercising the Commercial License Option as provided in the Services Agreement, the Swiss Licensor grants to a non-exclusive license Under the Licensor Technology to propagate, have propagated, use, have used, import and have imported Cell Lines, develop, have developed make, have made, manufacture, have manufactured,_ to make, have .made; use, have used, offer for sale, have offered for sale, distribute for sale, have distributed_ for sale, sell, have sold, import, have  Imported Products in the Licensed Field of Use, and otherwise exploit Products, lnciuding the use of products in clinical trials.

License Property
The project is to rapidly develop high-performance clonal cell line(s) for the production of Licensee Product using Licensor Genetic Elementsâ„¢ (SGEs) and SURE Cell Line(s) Development process.

Cell Line shall mean a mammalian cell line.

The patents are Matrix attachment regions and methods for use thereof, and, High Efficiency. Gene Transfer and Expressions in Mammalian Cells by a Multiple Transfection Procedure of MAR sequences.

Field of Use
Licensee is for the development of high-expression production cell lines expressing our h16C3 and 31.1 antibodies

h16C3 is a humanized mAb that we believe recognizes TSAs from pancreatic/colorectal cancers and adenocarcinoma. This monoclonal antibody may increase diagnostic and therapeutic coverage for both colon and pancreatic cancer.

IPSCIO Record ID: 291169

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

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

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

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

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

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

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

IPSCIO Record ID: 240615

License Grant
The Parties previously entered into an Amended and Restated Development and License Agreement governing the Parties’ joint development of anti-CD40 antibodies.

Licensor has discontinued the anti-CD40 antibody program thereunder, and Licensee now wishes to continue development of anti-CD40 antibodies on its own.

As of the effective date, the Prior Agreement is terminated in its entirety.

For the Grant under Licensor CD40 Know How,  Licensor grants a license under the Licensor CD40 Know How, to research, develop, make or have made, use, import, export, sell or offer for sale, Licensed Products in the Field in the Territory.

For the Grant under Licensor CD40 Patents, Licensor grants a license under the Licensor CD40 Patents, to research, develop, make or have made, use, import, export, sell or offer for sale, Licensed Products in the Field in the Territory.

For the Grant under Licensor Patents,  Licensor grants a license under the Licensor Patents, to research, develop, make or have made, use, import, export, sell or offer for sale, Licensed Products in the Field in the Territory.

For the Right to Use Materials and Technology,  Licensor grants a license under Licensors rights in the Materials and Technology, to use the Materials and Technology in the form supplied by Licensor to Licensee under this Agreement to research, develop, make or have made, use, import, export, sell or offer for sale, Licensed Products in the Field in the Territory.

License Property
Antibody means the humanized anti-CD40 monoclonal antibody designated by Licensor as PRO64553.

Anti-CD40 Antibody means any anti-CD40 antibody, including, without limitation, the Antibody, any variant, including, without limitation, humanized versions, or fragment, including, without limitation, single-chain versions, of any such anti-CD40 antibody, conjugates, including conjugates with radionuclides, toxins or other compounds, of any of the foregoing which, in each case, was developed by Licensor in its performance of the Prior Agreement.

Licensor CD40 Patents include, no. 60/280805 and no. 10/099,818 entitled Combination Therapy.

Licensed Product means any product containing an Anti-CD40 Antibody.

SGN-40 is a humanized monoclonal antibody that targets the CD40 antigen, which is highly expressed on most B lineage hematologic malignancies including non-Hodgkin's lymphoma, multiple myeloma and chronic lymphocytic leukemia. CD40 is also found on many types of solid tumors, including bladder, renal and ovarian cancer, and may play a role in immunologic diseases.

Field of Use
SGN-40 is a humanized monoclonal antibody currently in Phase I and Phase II clinical trials for multiple myeloma, chronic lymphocytic leukemia and non-Hodgkin's lymphoma.

IPSCIO Record ID: 240613

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

Antibody means any antibody directed against an Antigen, including without limitation, monospecific and bispecific antibodies, but a separate license shall be required for each Antigen targeted by a bispecific antibody; less than full-length antibody forms such as Fv, Fab, and F(ab’)2; single-chain antibodies; and antibody conjugates bound to a toxin, label or other moiety.

Antigen means the CD40 antigen designated by Licensee.

CD40 is an integral membrane protein found on the surface of B lymphocytes, dendritic cells, follicular dendritic cells, hematopoietic progenitor cells, epithelial cells, and carcinomas. It is a 45-50 kDa glycoprotein of 277 aa, which is a member of the tumor necrosis factor receptor superfamily.

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

IPSCIO Record ID: 28795

License Grant
Licensor, a non-profit cancer treatment and research institution, grants an exclusive, worldwide right and license, including the right to sublicense, to the Biological Materials and the Licensor Program Patents and interest in Joint Program Patents to discover, develop, make, have made, use, sell, have sold, offer for sale and import Collaboration Materials and Licensed Products and to practice Licensed Processes.

Licensor grants a nonexclusive research and development license for Licensee to practice the use of Licensor' s cancer vaccines identified in the Licensor Patents and the antigens which they contain, to the extent that Licensor has a Valid Claim on any antigens included in any or all vaccines.

License Property
Licensor has been engaged in research efforts focused on the development of conjugated tumor antigens as cancer vaccines.  Licensor plans to conduct human clinical trials on such cancer vaccines which are expected to generate antisera against tumor antigens.

Biological Material shall mean human blood and lymphocytes obtained from patients enrolled in the Participating Licensor Clinical Trials.

The patents include
Ganglioside-KLH Conjugate Vaccines Plus QS21;
Synthesis of glycoconjugates of the globo-h epitope and uses thereof;
Synthesis Of The Breast Tumor-Associated Antigen Defined By Monoclonal Antibody MBR-1 And Uses Thereof;
Polyvalent Conjugate Vaccine for Cancer; and,
Optimal Polyvalent Vaccine for Cancer.

Field of Use
Licensee has expertise in the discovery, development and production of monoclonal antibodies using the lymphocytes of naturally exposed or vaccinated donors.

IPSCIO Record ID: 324838

License Grant
Licensor, a cancer treatment and research institution, grants an exclusive option to take an exclusive world-wide License under Licensed Patents and Technology.

Upon exercise of its option rights, Licensee shall have the exclusive rights in the Territory, with the right to grant sublicenses, to make, have made, use and sell, licensed products utilizing the Licensed Patents and Technology and products utilizing Licensed Technology.

License Property
The patent is titled Prostate-Specific Membrane Antigen.

Gene technology means that part of Licensed technology that pertains to any DNA encoding the prostate specific membrane (PSM) antigen or any portion of the PSM antigen and any DNA, cDNA, and other derivative or portion of said gene that expresses the PSM antigen, including, but not limited to, diagnostic methods employing DNA probes or PCR techniques to detect prostate cancer and gene therapy applications.

Know-how means the skill or ingenuity based upon the body of knowledge and data which comprise all of the methods, processes, designs, engineering information, trade secrets, and other information and data relating to prostate specific membrane (PSM) antigen recognized by the monoclonal antibody Licensees-356, any subunits of such antigen, any other monoclonal antibodies or binding proteins or peptides recognizing such antigen and any gene or gene segment encoding for such antigen or portion of such antigen, Confidential information and Gene technology which Licensor develops, employs in its own activities, or has available for use prior to or during the term of this Agreement.

Licensed technology means information and data relating to prostate specific membrane (PSM) antigen recognized by the monoclonal antibody Licensees -356, any subunits of such antigen, any other monoclonal antibodies or binding proteins or peptides recognizing such antigen and any gene or gene segment encoding for such antigen or portion of such antigen owned by Licensor as of the effective date or acquired during the term of this agreement; including without limitations, inventions, biological materials, computer programs, technical data, apparatus and Know-how, Gene technology and confidential information, whether patentable or unpatentable.

Licensees-356 is a prostate cancer monoclonal antibody conjugate.

Field of Use
The agreement relates to the detection of prostate cancer and gene therapy applications.

The Parties have a development program involving the prostate specific membrane antigen (PSM) and Licensees prostate cancer monoclonal antibody conjugate, -356.

IPSCIO Record ID: 243458

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 369249

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

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 279345

License Grant
The English Licensor hereby grants to the English Licensee (i) a non-exclusive worldwide sublicense, with the right to grant further Sublicenses, under the Licensed Patent Rights to make, have made, use, import, offer for sale, and/or sell Licensed Products; and (ii) an exclusive worldwide license, with the right to grant Sublicenses, under the Licensor IP to make, have made, use, import, offer for sale, and/or sell Licensed Products.
License Property
US Patent #5,225,539 – Recombinant altered antibodies and methods of making altered antibodies

Licensed Product shall mean a product comprising a Humanized Antibody, the manufacture, use, offer for sale, sale, or importation of which by an unlicensed third party would infringe one or more Valid Claims of the Licensed Patent Rights, or which incorporates Licensor IP or Licensor Inventions.  The term “Licensed Product” does not include chimeric antibodies or murine antibodies.

Humanized Antibody shall mean an antibody that binds to Sphingosine-1-phosphate and is made by Licensor under this Agreement, the antibody comprising murine complementarity determining regions derived from Sphingomabâ„¢ together with human framework regions, and any modifications thereof.

Licensor IP shall mean (i) any Licensor Invention and (ii) all patented and non-patented proprietary technology and information, in any form whatsoever, that is (a) necessary or useful for making and using the Licensed Products, without regard to whether or not the technology or information is patentable; (b) owned, controlled, or developed by Licensor, as of the Effective Date or hereafter during the term of this Agreement; and (c) provided by Licensor to Licensee hereunder, including, but not limited to discoveries, formulae, materials, practices, methods, knowledge, know-how, processes, trade secrets, ideas, concepts, manufacturing, engineering, standard operating procedures, flow diagrams and charts, quality assurance, quality control data, technical data, manufacturing technology, research data and records, and all other confidential or proprietary technical and business information relating to the humanization of murine antibodies, generation of chimeric antibodies, or any gene expression vectors used in such methods and all improvements or modifications thereto.  For purposes of clarity, Licensor IP includes Licensor Inventions that satisfy (a), (b) and (c), above, while Licensor IP does not include Licensed Patent Rights as defined hereunder.

Licensor Invention shall mean any discovery or invention to the extent (i) made or conceived or reduced to practice by or on behalf of Licensor in the performance of the humanization of Licensees Sphingomabâ„¢ antibody under this Agreement, whether or not patentable, and (ii) covering only generally applicable methods or techniques for humanizing antibody proteins or for constructing a vector or reagent used to humanize or express an antibody.

Field of Use
Licensee’s lead product candidate, Sphingomab™, is a monoclonal antibody (mAb) against sphingosine-1-phosphate (S1P), an innovative and validated cancer target.

Sphingomabâ„¢ is the original mouse version of this monoclonal antibody.

IPSCIO Record ID: 256278

License Grant
On the Effective Date the Parties have terminated a certain Collaboration Agreement, and with this agreement, the Parties desire to reallocate the rights and responsibilities of the Parties with respect to further research and development of the GM-CSF Target.

Licensor grants to Licensee of Germany an exclusive, worldwide, license under the Licensor Licensed Technology to Exploit Licensed Products.

Licensor grants a worldwide, non-exclusive, perpetual, irrevocable and non-terminable license under the Collaboration Patents, as defined in the Collaboration Agreement, with the right to grant and authorize the grant of sublicenses, to Exploit Licensed Products.

License Property
BiTE Product means any composition or formulation consisting of or comprising a bi-specific Single Chain Antibody expressed as a single polypeptide chain, binding to T-cells.

GM-CSF Target means the whole or part of the human granulocyte macrophage-colony stimulating factor identified by the SWISS-PROT entry name CSF2 HUMAN and accession number P0414 l.

Single-Chain Antibodies
Antibodies are proteins produced by the body's immune system in response to the presence of antigens, such as bacteria, viruses or other disease causing agents. Antibodies of identical molecular structure that bind to a specific target are called monoclonal antibodies. Single-chain antibodies are genetically engineered antibodies that incorporate only the antigen binding domains of an antibody. Thus, SCAs have the binding specificity and affinity of monoclonal antibodies; however, in their native form they are only one-fifth to one-sixth the size of a monoclonal. The small size of SCAs typically gives them shorter half-lives than monoclonal antibodies, making them better suited for use in acute indications or in other indications where the large size of a monoclonal antibody would inhibit the compound from reaching the area of potential therapeutic activity. In addition, SCAs are a well-established discovery format-of-choice in generating antibodies from phage or yeast display libraries.

Field of Use
The field for Patent 5,223,409 is solely in the field of manufacture, use or sale of Single Chain Antibodies.

The field of use for this agreement otherwise is limited to not include the right to exploit the Products for Radioimmunoguided Surgery(TM), Reagents and kits in the research market for production and cloning of genes encoding Single Chain Antibodies and their fusions in a filamentous bacteriophage-derived vector system, and for expression and screening of Single Chain Antibodies fused with the minor coat protein or attachment or adsorption protein of filamentous bacteriophage, and, Single Chain Antibodies fused with, or for the assay or purification of, Tumor Necrosis l Factor alpha (TNF-a.) or Lymphotoxin.

Products for Radioimmunoguided SurgeryTM (RIGS'), in which a radiolabelled Single Chain Antibody is administered to a cancer patient; time elapses for preferential concentration of the radiolabelled Single Chain Antibody in neoplastic tissue and decrease of background radioactivity in the patient; and such preferentially concentrated radiolabelled Single Chain Antibody is detected within a surgical operative field by a detector probe placed in juxtaposition with tissue suspected of containing said radiolabelled Single Chain Antibody.

IPSCIO Record ID: 1010

License Grant
Licensor hereby grants, and Licensee herby accepts, an exclusive, worldwide license, including the right to grant sublicenses, under the Licensor's Patent Rights and Licenso's Technical Information, to research, develop, make, have made, import, market, promote, use, sell, offer to sell and have sold Licensed Products in the Field.  Licensee shall have the right to grant sublicenses of its rights.
License Property
Licensor owns certain patents and related patent applications related to humanized antibodies and antibody humanization technology.
Licensor has certain rights to a humanized antibody directed against the CD33 antigen and designated by Licensor as HuM195.

HuM195 Antibody means the humanized version of the m195 antibody directed against the CD33 antigen.

Patent No. 5,585,089, Humanized Immunoglobulins
Patent No. 5,693,761, Polynucleotides Encoding Improved Humanized Immunoglobulins
Patent No. 5,693,762, Humanized Immunoglobulins
Patent No. 6,180, 370 Humanized Immunoglobulins and Method of Making the Same

Field of Use
Field means any form or derivative of the HuM195 Antibody conjugated with Actinium -225 or other alpha emitting radioisotopes (the HuM195 Antibody conjugate), including without limitation conjugates with biospecific, less than full-length antibody forms such as Fv, Fab, and F(ab), single-chain antibodies and hybrid antibodies, provided however, that the Field shall not include the unconjugated HuM195 Antibody (except as delivered as part of a mixture with the HuM195 Antibody Conjugate and delivered as a single therapy), the HuM195 Antibody conjugated with any radionuclide other than Actinium-225 or other alpha emitters, or the HuM105 Antibody conjugated with a peptide or small molecule toxin.

The Licensee secured exclusive rights to a specific antibody when conjugated with alpha emitting radioisotopes.

Alpha particles are of considerable interest for radioimmunotherapy applications since their short range in soft tissue is limited to only a few cell diameters. The delivery of such high energy in such a small volume, or high-linear-energy-transfer (LET), makes alpha particles especially well suited for targeting micrometastatic disease and single tumor cells such as leukemia and other blood-borne disease.

IPSCIO Record ID: 256279

License Grant
The German Licensor grants an exclusive. even as to Licensor, right and license under the Licensed Technology, to make, have made, use, offer for sale, sell, and import Collaboration Products in the Territory for any use in humans.

Licensor grants a worldwide, co-exclusive, with Licensor, right and license, with the right to grant sublicenses, under the Licensor Collaboration Technology to make, have made, use, offer for sale, sell, and import any product that is not a BiTE Product for any use in humans.

License Property
Collaboration Product means any composition or formulation containing a BiTE Molecule binding to a Collaboration Target.

BiTE Molecule means a polypeptide comprising a bi-specific Single Chain Antibody binding to T-cells.

Target means a cell-surface antigen.  The list of proprietary targets is epha2, alpha – V, and, beta-3.

BiTE(R) molecules are part of a novel class of antibody derivatives that may have the potential to selectively direct and activate the human immune system to act against cancer cells. This action is believed to occur as a result of the molecule's stimulation of T cells to target and destroy cancer cells that express a specific antigen.

Field of Use
This product collaboration is useful for the development of antibody-based pharmaceutical products.

BiTE molecule targeting CD19 is for the potential treatment of certain lymphomas.

IPSCIO Record ID: 245920

License Grant
Licensor grants an exclusive license in the Territory under the Licensor Technology solely for the purpose of conducting research and development activities on the Research Antigens and evaluating EOSs interest to exercise the Options.

Licensor grants an exclusive Option for each Research Antigen designated to obtain the Exclusive License set forth during the Option Period.

If Licensee elects to exercise its option to acquire an Exclusive License with respect to a particular Research Antigen, and Licensee pays the Option Exercise Fee, then subject to the terms and conditions of this Agreement, and commencing as of the date that Licensor has received the Option Exercise Fee from Licensee, Licensor is automatically deemed to grant, and in such event hereby grants, to Licensee, on a Research Antigen-by-Research Antigen basis, a worldwide, exclusive, even as to Licensor, nontransferable, royalty-bearing license under the Licensor Technology, with the right to sublicense, to discover, have discovered, to develop, have developed, make, have made, import, have imported, export, have exported, use, sell and have sold Products directed toward such Research Antigen within the Field in the Territory.

License Property
Licensor owns or controls intellectual property rights relating to certain drug conjugation and linker technology.

The licensors patents and technology are for Antibodies, Research Antigens, Exclusive Antigens, and Jointly-Invented Inventions Related thereto.

Antigen means any protein, including any glyco- or lipo-protein, carbohydrate, compound or other composition, and any fragment, peptide or epitope thereof, to which an antibody hinds.

Product means any and all products where the manufacture, sale or use of such products would have constituted a misappropriation of Drug Conjugation Technology, Licensor Know-How, Improvements or New Technologies, and/or an infringement of the Licensed Patents but for the licenses granted in this Agreement.

The binding of an antibody to the surface of a cancer cell rarely induces cell death by itself.  Enhancing the potency of antibodies through the linkage of drug payloads provides a means to selectively kill cancer cells while limiting damage to normal tissue.

Field of Use
The Parties will collaborate to use Licensor's toxic payload technology with Licensee's proprietary monoclonal antibodies directed against novel cancer targets derived from their analyses of the human genome.

IPSCIO Record ID: 279326

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

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

Antibody means any antibody directed against an Antigen and shall include, without limitation, monospecific and bispecific antibodies (but a separate license shall be required for the antigen involved for each arm of  a bispecific antibody); less than full-length antibody forms such as Fv, Fab, and F(ab)2; single-chain antibodies; and antibody conjugates bound to a toxin, label or other moiety.  The term 'Antibody' shall include any and all such constructs directed against any particular Antigen.

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

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

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

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