Royalty Report: Drugs, Drug Discovery, Assay – Collection: 324663

$150.00

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

Description

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

Primary Industries

  • Drugs
  • Drug Discovery
  • Assay
  • Cancer
  • Diagnostic
  • Therapeutic
  • Genome
  • Molecular
  • Disease
  • Biotechnology
  • Antibody
  • Drug Testing
  • cell therapy
  • cardiac
  • Medical

IPSCIO Report Record List

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

IPSCIO Record ID: 324663

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 319203

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

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

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

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

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

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

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

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

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

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

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

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

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

DPI Orthologue means a human orthologue.

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

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

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

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

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

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

IPSCIO Record ID: 282831

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

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

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

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

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

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

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

IPSCIO Record ID: 368517

License Grant
The Parties previously entered an agreement to discover targets suitable for the development of small molecule oncology therapeutic and/or prophylactic agents which target essential tumor maintenance genes.

For Therapeutic Use, Licensor grants an exclusive license in the Territory under the Licensor Patent Rights and 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, Licensor grants to a non-exclusive license in the Territory under the Licensor Patent Rights and 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, Licensor grants a non-exclusive license in the Territory under the Licensor Patent Rights and Licensor Know-How, with a right to sublicense to Licensees Affiliates 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,  Licensor grants a non-exclusive license under the Licensor Patent Rights and 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 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
Licensor has developed Know-How and has rights to related Patent Rights.

Licensor Genetic Screen Data means all data with respect to Potential Collaboration Targets generated by A YEO in conducting the MaSS Screen under the Research Program using the Collaboration Models.

Pilot Experiments mean the portion of the Research Program which involves the use of Licensors proprietary INK4A-/-/kRAS Spontaneous Inducible Melanoma Model to explore the potential use of Licensors proprietary model systems for responder identification.

Target means a nucleotide sequence, including all expressed variants of such nucleotide sequence.

Target Package shall mean the package of info1mation relating to a Non-MAP Nominated Target.

Target packages include, but are not limited to
—  Recurrence Information regarding frequency of integration in MaSS Screen or cDNA complementation screen in Collaboration Models, along with map of integration site.
—  Homology and Human Expression Identity and degree of homology between murine gene and closest human homolog. Available data regarding expression of target in human tissues and tumors.
—  Cellular Location Outcome of algorithm(s) to predict cellular location (intracellular v. extracellular) and/or reference(s) to experimental evidence demonstrating actual cellular location.

Licensor's Human Response Prediction platform is based on Licensor'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.  Consequently, compared with traditional xenograft models that have proven to be non-predictive of efficacy, often leading to expensive and time consuming hit or miss outcomes in clinical trials, Licensor's cancer models are improved predictors of human response.

Field of Use
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.

The 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: 121121

License Grant
The purpose of this agreement is to establish a research collaboration to apply such Licensors technology and expertise to the identification and characterization of targets that mediate the effect of test compounds in model organisms, and to provide for the development and commercialization, based on such research, of novel prophylactic, therapeutic and diagnostic products or new indications or expanded labeling for existing products.

The parties desire to establish a technology sharing program that relates to its high throughput lead optimization technology, and Licensor will transfer to Licensee its proprietary technology that relates to genetics and molecular biology in C. elegans and Drosophila.

Licensor grants a limited, non-exclusive, non-transferable, worldwide, perpetual license to use and practice the Licensors Core Technology, Core Technology Patents, and any Improvement Inventions made solely by Licensor to the Licensees Core Technology solely for its own internal research and discovery efforts in the Field.

Licensor grants a limited, non-exclusive, non-transferable, world-wide, perpetual license to use, adapt, reproduce, modify, localize, and create derivative works of the FlyTag Database, provided that all such uses of the FlyTag Database are solely for Licensees internal or collaborative research purposes, are used in the same manner, and subject to the same terms and conditions, as apply to the FlyTag Database Research Results.

For Research Results, Licensor grants an exclusive, worldwide, royalty-bearing license to use Research Results pertaining to Selected Targets, Product Targets, Mammalian Targets and Pursued Disclosed Targets for research and drug discovery and development in the Field, and to research, develop, import, use, sell, offer for sell, and commercialize Collaboration Compounds, Licensed Products and New Indications in the Field.

For Target Patents, Licensor grants a non-exclusive, worldwide, royalty-bearing license under any Patents that are Controlled by Licensor or its Affiliates and claim any of the Research Results and/or any Selected Targets, Pursued Disclosed Targets or Mammalian Targets, solely to discover, research and develop Collaboration Compounds, Licensed Products, and New Indications in the Field, and to research, develop, import, use, sell, offer for sell, and commercialize Licensed Products and New Indications in the Field.

For Novel Target Patents, Licensor grants an exclusive, worldwide, royalty-bearing license under any and all Novel Target Patents that, but for the license granted hereunder, would be infringed by the manufacture, use or sale of Gene Products and other Biotherapeutics, solely to discover, research, develop, import, use, sell, offer for sell, and commercialize Gene Products and Biotherapeutic Products.

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

A Novel Target means a mammalian orthologue of a Selected Target, which orthologue was identified by or on behalf of Licensor pursuant to work conducted under the Mode of Action Program.

An Unlinked Related Target means a Related Target that, at the time of identification of such target by Licensee or Licensor, is not Known to be a target for drug discovery.

A Biotherapeutic Product means any therapeutic or prophylactic product for treatment or prevention of diseases or conditions in humans that comprises or incorporates an antibody against a Mammalian Target, or an antisense compound based upon a Mammalian Target sequence, or a gene therapy product based upon the sequence of a Mammalian Target.

A Diagnostic Product means a product that facilitates identification of patients having a particular disease or having a predisposition to a particular disease, and/or monitors the prognosis or progression of a disease in a patient, by the detection of either sequence differences in different alleles of a Mammalian Target, or the presence or absence of a certain Mammalian Target, or the presence or absence of the protein product of a certain Mammalian Target.

A Gene Product means any therapeutic or prophylactic product for treatment of humans that comprises or incorporates the gene product of a Mammalian Target or a mutein or fusion protein based thereon.

A Pharmacogenomic Product means a product that is primarily used to select between two or more therapeutic or prophylactic regimens for a human, wherein at least one such therapeutic or prophylactic regimen involves a compound that could be used to treat and/or prevent a disease, and where the selected regimen is judged based on the use of the pharmacogenomic product to be of most likely benefit and/or to do the least harm to a patient, and provided that such selection is made based on the genotype of such human at certain genetic loci (including by detection of certain protein products indicative of the necessary genotype) as determined by use of such product to detect either sequence differences in different alleles of a Mammalian Target, or the presence or absence of a certain Mammalian Target, or the presence or absence of the protein product of a certain Mammalian Target.

The FlyTag Database means the sequence data within the database maintained by Licensor under the name FlyTag as of the Effective Date in the form previously released by Licensor to a contractual partner

Field of Use
The Field is the treatment, prophylaxis and diagnosis of disease in humans.  Licensee is a multinational health care company that has expertise and capability in developing and marketing human pharmaceuticals and has research and development programs in the area of medicinal chemistry.

IPSCIO Record ID: 282893

License Grant
For the Commercial License, Licensor grants a worldwide, exclusive license under the Licensor Technology to develop, make, use and sell Products. Licensee may sublicense such rights to third parties.

For the sub-License to Beta-lactamase technology, Licensor grants a non-exclusive, non-transferable, sub-license to use, solely for use by Licensee employees for Functional Analysis of disease genes and genetically validated molecular targets, beta-lactamase technologies which are covered by patent applications and invention disclosures, and subsequent improvements and new inventions related thereto developed by Licensor, the Beta-lactamase Technology.

License Property
The targets are Positionally Cloned Disease Genes.

Licensor Technology shall mean the Licensor Patents and all know-how, technology, trade secrets, processes, data, methods or other information and any physical, chemical or biological material that is useful in the discovery, development, manufacture, use or sale of Products which Licensor owns, controls or has a license to, with a right to sublicense, as of the Effective Date or acquires ownership, control or license rights to, with a right to sublicense, or in the course of carrying out the Research Program.

Licensor is a start-up drug discovery company focused on fluorescence assays for use in genetically engineered mammalian cells and the development of ultra-high throughput screening systems.

Licensor provides functional analysis, assay development and screening for such targets.

Field of Use
The use by Licensee employees is for Functional Analysis of disease genes and genetically validated molecular targets, beta-lactamase technologies which are covered by patent applications and invention disclosures, and subsequent improvements and new inventions related thereto developed by Licensor.

IPSCIO Record ID: 290396

License Grant
By this agreement each Partys technology and expertise is applied as part of a program for the generation, screening and validation of therapeutics directed against certain targets in the Notch signaling pathway, and to provide for the development and commercialization of such therapeutics.

For the Research Licence, Licensor agrees to grant a worldwide, non-exclusive license, with the right to grant and authorize sublicenses, under the Licensor Licensed IP, under Licensors Sole Collaboration IP, and under other Collaboration IP and the Yale Licensed IP to the extent exclusively licensed to Licensor, during the Research Term, to perform its obligations and carry out any tasks or activities pursuant to the Research Plan, including the right to practice any methods or processes.

For the Collaboration Reagents and Collaboration Assays, Licensor agrees to grant a worldwide, non-exclusive license, under Licensors Sole Collaboration IP, under any other Collaboration IP to the extent licensed exclusively to Licensor by Licensee under this Agreement, and under Yale Licensed IP to the extent licensed exclusively to Licensor by Licensee under this Agreement to make and use Collaboration Reagents and Collaboration Assays, solely for purposes of Licensee internal research, including screening, but only to the extent such research is not directed to any Collaboration Targets, or, not done in collaboration with a Third Party, and to research, develop, make, and have made, use, sell, offer for sale and import any Licensee Reagent Products that result from activities within the license, subject to Licensors right to negotiate.

For the Screening License, Licensor agrees to grant a worldwide, non-exclusive license, under the Yale Patents to the extent exclusively licensed to Licensor, to screen Small Molecule Compounds against the Collaboration Targets.

License Property
Licensor is a health care company that has expertise and capability in developing and marketing human biopharmaceuticals and has research and development programs.

Licensor Screening Product means any human therapeutic or prophylactic product that comprises or incorporates any Small Molecule Compound and that is identified or developed by or on behalf of Licensor, where the methods or materials used for so identifying or developing that Small Molecule Compound are Covered by a Valid Claim of a Yale Patent and is not a Licensed Product.

Collaboration Reagent means any hybridomas, antibodies, including rodent, phage, or rabbit, but not humanized antibodies or human antibodies generated by means other than phage, and other non-antibody reagents that are created or made by or on behalf of a Party, or the Parties jointly, during the Research Term pursuant to the Research Plan, excluding; Collaboration Assays; any Licensed Products; and cell lines to the extent useful for producing Licensed Products.

Field of Use
The collaboration agreement is for the discovery and development of therapeutics to target cancer, inflammatory diseases, and tissue growth and repair. The collaboration combines the intellectual property and biological capabilities of both companies to target proteins and genes that are involved in cell proliferation and differentiation.

Licensee is a drug discovery company that has expertise and proprietary technology relating to the Notch signaling pathway.

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: 289203

License Grant
By this agreement each Partys technology and expertise is applied as part of a program for the generation, screening and validation of therapeutics directed against certain targets in the Notch signaling pathway, and to provide for the development and commercialization of such therapeutics.

For Licensor Research IP, Licensor agrees to grant a worldwide, co-exclusive license, with the right to grant and authorize sublicenses, under the Licensor Research IP to perform its obligations and carry out any tasks or activities pursuant to the Research Plan, and under the Licensor KnowHow to research, develop, make, and have made, use, sell, offer for sale, and import Licensed Products in the Field, in each case including the right to practice any methods or processes.

For the Yale Licensed IP, Licensor agrees to grant a worldwide, exclusive license, with the right to grant and authorize sublicenses, under the Yale Licensed IP, to perform its obligations and carry out any tasks or activities pursuant to the Research Plan, and to research, develop, make, and have made, use, sell, offer for sale, and import Licensed Products in the Field, in each case including the right to practice any methods or processes.

For the Collaboration IP, Licensor agrees to grant a worldwide, exclusive license, with the right to grant and authorize sublicenses, under Licensors interest in and to any Collaboration IP, whether Joint Collaboration IP or Licensors Sole Collaboration IP, to perform its obligations and carry out tasks and activities pursuant to the Research Plan, and to research, develop, make, and have made, use, sell, offer for sale, and import Licensed Products in the Field, in each case including the right to practice any methods or processes.

For the Screening License, Licensor agrees to grant a worldwide, non-exclusive license, under the Yale Patents, to screen Small Molecule Compounds against targets that are not Collaboration Targets but are within the Notch signaling pathway.

For the Collaboration Reagents and Collaboration Assays, Licensor agrees to grant a worldwide, license to make and use Collaboration Reagents and Collaboration Assays for any purpose, which license is exclusive under the Yale Licensed IP and Collaboration IP, and nonexclusive under the Licensor Know-How.

For the Collaboration Inventions, Licensor agrees to grant a worldwide license, including the right to grant and authorize sublicenses, to Collaboration Inventions, other than Collaboration Reagents, Collaboration Assays, or Licensed Products, including making, and having made, using and selling any such Collaboration Inventions, which license is exclusive under the Yale Licensed IP and Collaboration IP, and non-exclusive under the Licensor Know-How.

For the Follow-On Licensor IP, Licensor agrees to grant a worldwide, non-exclusive license, with the right to grant and authorize sublicenses, under the Follow-On Licensor IP, to research, develop, make, and have made, use, sell, offer for sale, and import Licensed Products in the Field, in each case including the right to practice any methods or processes.

License Property
Licensor is a drug discovery company that has expertise and proprietary technology relating to the Notch signaling pathway.

Collaboration Target means Notch 1, Notch 2, Notch 3, Notch 4, Jag 1, Jag 2 and DLLl; and any other target added.

DLLl means the human gene DLLl and the protein, or fragment or epitope thereof, encoded by such gene, including the protein encoded by the nucleic acid sequence set forth in REFSEQ accession No. NM 005618 and NP 005609, and naturally occurring variants and fragments thereof.

Notch l means the human gene Notch 1 and the protein, or fragment or epitope thereof, encoded by such gene, including the protein encoded by the nucleic acid sequence set forth in REFSEQ accession No. NM 017617 and NP 060087 and naturally occurring variants and fragments thereof.

Jag l means the human gene Jag 1 and the protein, or fragment or epitope thereof, encoded by such gene, including the protein encoded by the nucleic acid sequence set forth in REFSEQ accession No. NM 000214 and NP 000205 and naturally occurring variants and fragments thereof.

Field of Use
The collaboration agreement is for the discovery and development of therapeutics to target cancer, inflammatory diseases, and tissue growth and repair. The collaboration combines the intellectual property and biological capabilities of both companies to target proteins and genes that are involved in cell proliferation and differentiation.  

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

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: 263957

License Grant
For the Collaborative Research Licenses  Licensor grants the Licensee of Japan a non-exclusive, non-transferable, worldwide license, under the Licensor Technology, solely for the purpose of carrying out, during the Research Term, Licensees responsibilities under the Research Program.

For the Assay Licenses,  Licensor grants an exclusive, non-transferable, except via assignment, worldwide license, under the Assay Technology, to use the Assays, during and after the end of the Research Term, to identify and perform research upon Pre-Hit Compounds, Hit Compounds and Lead Compounds.

Licensor grants a non-exclusive, non-transferable, except via assignment, worldwide license, under the Assay Technology, to use the Assays during and after the end of the Research Term, to identify compounds that fail to qualify as Pre-Hit Compounds.

For the Development and Commercialization Licenses, Licensor grants a worldwide, sublicensable license under the Licensor Compound Know-How, Licensor Compound Patents, Licensors Sole Inventions and Licensors interest in the Joint Inventions, to develop, use, make, have made, sell, offer for sale, import and export Products.

License Property
The Product means any product that contains, comprises or incorporates a Lead Compound and that was developed to diagnose, prevent or treat a human disease or condition.

The Target Molecule shall mean MDM2 ubiquitin ligase.

Field of Use
The collaboration will focus on the development of the assay for this specific target and the initiation of high-throughput screening to identify small molecules with therapeutic oncology applications.

IPSCIO Record ID: 283198

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

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

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

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

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

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

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

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

IPSCIO Record ID: 289175

License Grant
For the Commercial License to Clinical Candidates and Corresponding Products, Licensor grant an exclusive license, with the right to grant and authorize sublicenses through multiple tiers, under the Licensor Technology and Licensors interest in the applicable Collaboration Technology, to make, have made, use, offer for sale, sell, import, export and otherwise exploit Active Compounds, Clinical Candidates, Lead Compounds and Products for use in the Field and in the Territory.
License Property
The Parties have each identified multiple oncology kinase targets that have the potential to be used as the basis for drug discovery programs.

Active Compound shall mean a Compound that modulates a Target, the mechanism of which is a binding interaction with a Target, having a level of activity against a Target, expressed as an IC50, that is – less than forty (40) nanomolar- as measured in the applicable in vitro biochemical assay set forth in the Discovery Plan; and a Compound that modulates at least two of the following receptors TrkA, TrkB or TrkC, the mechanism of which is a binding interaction with the applicable Trk receptor, having a level of activity against the applicable Trk receptor, expressed as an ICso, that is less than forty (40) nanomolar as measured in the applicable in vitro biochemical assay set forth in the Discovery Plan.

Clinical Candidate shall mean, with respect to each Target or Trk, any Active Compound that meets the Clinical Candidate Criteria set forth in the Discovery Plan.

Compound shall mean any one or more chemical entity(ies) made and tested against Trk in the course of Licensors pan-Trk program prior to the Effective Date, or synthesized by Licensor in the course of performing or in connection with the Discovery Program, in each case together with any salt, hydrate, solvate, clathrate, polymorph or isomer thereof.

Product shall mean any pharmaceutical product incorporating as an active ingredient an Active Compound.

Trk shall mean the Trk family of receptors TrkA, Tr kB and TrkC.
—  TrkA shall mean the protein known as UniProtKB/Swiss-Prot # P04629.
—  TrkB shall mean the protein known as UniProtKB/Swiss-Prot # Q16620.
—  TrkC shall mean the protein known as UniProtKB/Swiss-Prot # Q16288.

The Targets are
—  The protein family commonly known as Firbroblast Growth Factor Receptors (FGFR),
—  The protein commonly known as [p70S6 Kinase], identified with the following SwissProt entries
a) Ribosomal protein S6 kinase beta-1 (P23443)
b) Ribosomal rotein S6 kinase beta-2 (Q9UBS0]—  The protein commonly known as Telomerase reverse transcriptase, identified with the following SwissProt entries
a) Telomerase reverse transcriptase (014746)
b) Telomerase protein component 1 (Q99973)

Field of Use
The development and commercialization agreement pertain to certain Array-invented compounds targeted at a specified novel oncogenic activating mutation.

Licensee possesses pharmaceutical research, development and commercialization capabilities, as well as proprietary technology in the field of cancer treatment.

IPSCIO Record ID: 274909

License Grant
Licensor grants to the Licensee of the United Kingdom, and its Affiliates, an exclusive license under Licensor Background Patent Rights, Licensor Future Patent Rights, Licensor Alliance IP Rights, Licensor’s interest in Joint Alliance IP Rights, and Licensor Know-How to develop, have developed, make, have made, use, sell, have sold, and import Cellular Assay Products throughout the Territory in the Cellular Assay Products Field.

Licensor grants
—  a non-exclusive, irrevocable license under Licensor’s Alliance IP Rights, Licensor’s interest in Joint Alliance IP Rights and Licensor Know-How to develop, make, use, sell, have sold, and import products throughout the relevant territories in the Limited Field and,
—  a non-exclusive, irrevocable license under Licensor’s Alliance IP Rights and Licensor’s interest in Joint Alliance IP Rights to develop, have developed, make, have made, use, sell, have sold, and import products throughout the relevant territories in the Limited Field.

Licensor grants an option to negotiate in good faith and on commercially reasonable terms
—  an exclusive, payable license, with the right to sublicense for the Limited Field under Licensor Alliance IP Rights, and Licensor’s interest in Joint Alliance IP Rights, and;
—  a sub-license for the Cellular Assay Products Field in the Territory.

License Property
The patents and know-how are for certain intellectual property rights related to the propagation and differentiation of human embryonic derived cells.
Field of Use
The Cellular Assay Products Field shall mean the use of Cellular Assay Products for in vitro assay applications, including but not limited to drug discovery and development, drug monitoring, drug toxicology testing, and consumer products testing, but excluding the use of any Cellular Assay Product in any therapeutic or diagnostic application.

The Licensor Field shall mean therapies that comprise, or are derived from, or developed or manufactured using, human embryonic stem cells.

The Limited Field shall mean products or services that contain cells that comprise, or are derived from, or manufactured using, human embryonic stem cells (and not human induced pluripotent stem cells) in markets outside of the Licensor Field and the Cellular Assay Products Field.

Cellular assay products derived from human embryonic stem cells (hESCs) is for use in drug discovery, development and toxicity screening.

IPSCIO Record ID: 356954

License Grant
For the Development and Commercialization License, Licensor grants an exclusive license sublicenseable, under the Licensor Technology to research, make, have made and use Compounds in the Territory pursuant to the Next Gen Research Plan; to make or have made Licensed Compounds in the Territory for use in the manufacture of Licensed Products to develop, make, have made, use, sell, offer for sale, and import Licensed Products in the Field in the Territory; and, an exclusive license, sublicenseable, under the Licensor know-how to research Subsequent Compounds in the Territory, to make or have made Subsequent Compounds in the Territory for research use or for use in the manufacture of Subsequent Products and to develop, make, have made, use, sell, offer for sale, and import, Subsequent Products in the Field in the Territory; and,
an exclusive license, sublicenseable, under the Licensor know-how, solely after the end of the Restriction Period, to research, develop, make, have made, use, sell, offer for sale, and import Compounds in the Field in the Territory.

For the Research License, Licensor grants a perpetual, irrevocable, non-exclusive, non-sublicensable except to Third Party contractors and service providers performing for the benefit of Licensee,  license under the Licensor Technology and Licensee Technology to make, import, and use but not to sell or offer for sale Compounds for internal research purposes only.

Licensor grants an option to obtain an exclusive, sublicense from Licensor to certain Patent Rights licensed to Licensor under the Georgia Regents Research Institute License Agreement or Lankcnau Institute for Medical Research License Agreements, to research, develop, make, have made, use, sell, offer for sale and import Compounds and Licensed Products in the Field in certain countries in the Territory.

License Property
Licensor controls certain patents and know-how relating to its proprietary program regarding inhibitors of the IDO Target and TDO Target, including patents and know-hem covering the lead compound NLG919 and other compounds that are inhibitors of one or both targets.  IDO Target means indoleamine 2,3-dioxygenase 1.  TDO Target means tryptophan 2,3-dioxygenase.

Licensed Compound means NLG919 or any Next Generation Compound.

NLG919 means Licensor’s proprietary small molecule IDO inhibitor known as of the Execution Date as NLG919, as further described in IND 119045 or any enantiomer, polymorph, salt form, base, acid, racemate, isomer, diastereomer, tautomer, solvate, hydrate, ester or Known Prodrug thereof.

Compound means a compound with a molecular weight of two thousand (2,000) Daltons or less], that hinds to and inhibits the activity of one or both of the 100 Target and TDO Target. with an IC50 of 1 µMor less in the applicable Enzymatic Assay, and that is being researched, developed or commercialized to exert its influence through the inhibition of one or both of the IDO Target or TDO Target, including NLG919, but excluding Indoximod.

Enzymatic Assay means, with respect to the IDO Target, the assay described in IND 119045 Document PD0l-MRMP01 1-SP04-E248, and, with respect to the TDO Target. Enzymatic Assay shall also include an alternate means of detecting the products of the enzyme reactions or minor changes in the above enzyme assay protocols, as agreed upon by the JRC. Any IC50s of control compounds measured with an alternate assay format should fall within 3-fold of the assay method.

Indoximod means Licensor’s proprietary small molecule IDO pathway inhibitor known as of the Execution Date as indoximod, or 1-methyl-D-tryptophan, or any, enantiomer, polymorph, salt form, base, acid, racemate, isomer, diastereomer, tautomer, solvate, hydrate, ester or Known Prodrug thereof.

Field of Use
The agreement also calls for the Parties to engage in a research collaboration for the discovery of next generation IDO/TDO compounds, which represent potential breakthrough approaches to cancer therapy.

IDO pathway inhibitors are another class of immune check point inhibitors akin to the recently developed antibodies targeting CTLA-4, PD-1, and PD-L1 that represent potential breakthrough approaches to cancer therapy. The IDO pathway regulates immune response by suppressing T-cell activation which enables local tumor immune escape. Recent studies have demonstrated that the IDO pathway is active in many cancers, both within tumor cells as a direct defense against T-cell attack, and also within antigen presenting cells in tumor draining lymph nodes whereby this pathway promotes peripheral tolerance to tumor associated antigens (TAAs). When hijacked by developing cancers in this manner, the IDO pathway may facilitate the survival, growth, invasion and metastasis of malignant cells whose expression of TAAs might otherwise be recognized and attacked by the immune system. NewLink has a number of active programs directed at synthesizing inhibitors to the IDO pathway and additionally has discovered novel tryptophan-2,3-dioxygenase (TDO) specific inhibitors that are potential anti-cancer compounds which could function individually or in combination with IDO inhibition.

Indication means any separately defined. well-categorized class of human disease, syndrome or medical condition for which a separate MAA may be filed with a Regulatory Authority. Each different tumor type or a different hematological malignancy as classified by cell lineage (e.g., acute lymphoblastic leukemia is a different Indication from chronic myclogenous leukemia) shall be a separate Indication; however each different line of therapy for a particular tumor type or hematological malignancy will not he considered a separate Indication.

IPSCIO Record ID: 298928

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

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

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

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

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

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

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

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

IPSCIO Record ID: 240623

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

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 203376

License Grant
For the Research License,  Licensor grants, during the Research Term, a non-exclusive, non-sublicensable license under the Licensor IP Rights solely for the purpose of performing Licensees responsibilities under the Research Program.

For the Commercial License,  Licensor grants an exclusive, sublicensable license under the Licensors Existing Technology, Licensors Collaboration Technology and Licensors interest in Joint Collaboration Technology, to make, use, offer for sale, sell and import Compounds and Licensed Products in the Field in the Territory;  and,  the Licensor Future Technology to make, use, offer for sale, sell and import Compounds in the Field in the Territory.

License Property
Licensor has skills, expertise and proprietary technology for the discovery, generation, optimization and preclinical testing of small molecule clinical candidates from drug discovery programs.

The Licensed Product means any product incorporating a Compound as an active ingredient.

The Compound means a small molecule (modulator) of a Collaboration Target, the mechanism of which is a binding interaction with a Collaboration Target, having a level of activity against such Collaboration Target, expressed as an inhibition constant (K1), that is less than ten (10) micromolar as measured in the applicable in vitro biochemical assay set forth in the Research Plan, or as otherwise agreed with the consent of both Parties, which consent shall not be unreasonably withheld.

The existing compounds ar AKT and RAF.

AKT means the protein known as Akt or any of its isoforms including, without limitation, Akt-1 (Swiss-Prot # P31749), Akt-2 (Swiss-Prot # P31751) and Akt-3 (Swiss-Prot # Q9Y243), aod any ortbologues, or deletional, substitutional and/or insertional variants, or fragments of any of the foregoing that may be used as a surrogate for Akt or any of its isoforms in the Research Program; provided, however, inclusion of such surrogates shall be subject to the consent of both Parties, which consent shall not be unreasonably withheld.

RAF means the protein known as Raf or any of its isoforms including, without limitation, a-Raf (Swiss-Prot   # P10398), b-Raf (Swiss-Prot # P1 50S6) and c-Raf (Swiss-Prot # P04049), and any orthologues, or deletional, substitutional and/or insertional variants, or fragments of any of the foregoing that may be used as a surrogate for Raf or any of its isoforms in the Research Program; provided, however, inclusion of such surrogates shall be subject to the consent of both Parties, which consent shall not be unreasonably withheld.

Field of Use
Licensing and collaboration agreement is for the development of small molecule drugs invented by Licensor directed at multiple therapeutic targets in the field of oncology.

IPSCIO Record ID: 279355

License Grant
License to Commercialize Collaboration Compounds –  Licensor grants to Licensee a worldwide, exclusive license, with the right to sublicense, under the Licensor IP and Licensors interest in the Collaboration IP, to make, have made, use, sell, offer to sell and import Collaboration Compounds, and/or Collaboration Products based on such Collaboration Compounds, for any and all uses and indications in the Licensee Field.

License to Compounds (Other than Collaboration Compounds)  Derived from Licensee Compounds – Licensor grants to Licensee a worldwide, exclusive license, with the right to sublicense, under the Licensor IP and Licensors interest in the Collaboration IP, to make, have made, use, sell, offer to sell and import Collaboration Compounds, and/or Collaboration Products based on such Collaboration Compounds, for any and all uses and indications in the Licensee Field.

License Property
Collaboration Product shall mean a pharmaceutical product containing a Collaboration Compound that is sold by Licensee or Licensor, or their respective Sublicensees or Affiliates.  It is understood that, in the event any Collaboration Compound is sold for therapeutic purposes, such Collaboration Compound shall be deemed a Collaboration Product and shall be subject to milestones and royalties as set forth in this Agreement.

Collaboration Compound shall mean a Licensor Compound or a Non-Exclusive Compound or a compound that is derived, directly or indirectly, from a Licensee Compound, Licensor Compound, or Non-Exclusive Compound; in each case, that modulates the biological activity of a Collaboration Target at a level of potency to be established by the JRC.  A compound shall be deemed to have been derived directly from another compound if it (i) is the result of a chemical modification made to such a compound, (ii) is otherwise obtained from a chemical synthesis program based on one or more such compounds, (iii) is based on proprietary structure-activity data obtained from the testing of one or more such compounds, or (iv) is specifically or generically within the scope of one or more claims of any patent application or patent filed by Licensor or Licensee or their Affiliates to protect any compound in category (i), (ii) or (iii) above.  A compound shall be deemed to have been derived indirectly from another compound if it is the result of a series of iterations of any or all of (i) through (iv) above.  For purposes of clarity, any compound synthesized in the course of the Collaboration and based on a Licensee Compound, Licensor Compound, or Non-Exclusive Compound which is active against a Collaboration Target at the level of potency established by the JRC shall be deemed a Collaboration Compound.  Joint Research Committee or “JRC” shall mean the entity organized to manage the scientific implementation of the Collaboration.

Licensee IP shall mean Licensee Patents and Licensee Know-how.

Collaboration IP shall mean Collaboration Patents and Collaboration Know-how.  Collaboration IP shall not include Licensor IP or Licensee IP.

Licensor IP shall mean Licensor Patents and Licensor Know-how.  Licensor IP shall not include any intellectual property owned or licensed by Licensor or its Affiliates relating to the ECLiPSâ„¢ technology (i.e., the creation or use of encoded combinatorial libraries or any tag and/or marker compounds).

Licensee Patents shall mean all Patents in the Territory Controlled by Licensee or its Affiliates as the effective date, or any other Patent Controlled by Licensee during the Term; in each case, necessary for the discovery, development, manufacture, importation or use of one or more Collaboration Compounds and/or the development, manufacture, use, sale, importation or commercialization of corresponding Collaboration Products.

Licensor Patents shall mean all Patents in the Territory Controlled by Licensor or its Affiliates as the Effective Date, or any other Patent Controlled by Licensor during the Term; in each case, necessary for the discovery, development, manufacture, importation or use of one or more Collaboration Compounds and/or the development, manufacture, use, sale, importation or commercialization of corresponding Collaboration Products.

Collaboration Patents shall mean (i) all patents and patent applications claiming any invention or discovery which was conceived or reduced to practice during the Collaboration Term and in the course of the Collaboration, by employees or agents of Licensee, Licensor or any of their respective Affiliates, either alone or jointly (including, without limitation, the synthesis and composition of matter of any Collaboration Compound, or method of use thereof; and (ii) any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions or other governmental actions which extend any of the subject matter of the patent applications or patents in (i) above, and any substitutions, confirmations, registrations, revalidations, or additions of any of the foregoing, in each case, which is owned or Controlled, in whole or part, by license, assignment or otherwise by Licensor or Licensee during the term of this Agreement; provided, however, that Collaboration Patents shall not include any Licensee Patents or Licensor Patents.

Licensor Compound shall mean any compound brought to the Collaboration by Licensor, which is Controlled by Licensor at or after the Effective Date, and which is proprietary to Licensor by virtue of being within the Licensor IP.

Field of Use
The primary objective of the alliance is to identify active molecules and bring them forward to clinical proof of concept, yielding novel candidates for drug development in various therapeutic areas.

Licensor Field shall mean, with respect to each Collaboration Compound for which Licensor has received approval to develop pursuant, all human and animal disorders and diseases treated by modulation of a Collaboration Target by such Collaboration Compound.

Licensee Field shall mean, with respect to each Collaboration Compound, all human and animal disorders and diseases treated by modulation of a Collaboration Target by such Collaboration Compound.

IPSCIO Record ID: 329733

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

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

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

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

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

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

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

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

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

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

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

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

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

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