Royalty Report: Drugs, Cancer, Disease – Collection: 356954

$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
  • Disease
  • Drug Discovery
  • Therapeutic
  • Assay
  • Diagnostic
  • Medical
  • DNA

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: 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: 359061

License Grant
Included with this license and collaboration agreement is a license grant upon voluntary termination.

With respect to the applicable Reversion Compounds being terminated, Licensor grants, effective upon such termination, an exclusive even us to Licensor. sub-licensable, worldwide license under the Licensor Reversion Technology to research, develop, import, use, make. have made, offer for sale and sell Reversion Compounds and Reversion Products including as part of a Licensee Combination Therapy in the Field in the Territory.

License Property
Licensors Reversion Technology means Licensor Technology that both was actually used or generated by Licensor or its Affiliates or Sublicensees with respect to the applicable Reversion Compound or Reversion Product, and is necessary to continue development, manufacture or commercialization without unreasonable delay of the applicable Reversion Compound or Reversion Product.

Reversion Compound means NLG919, any Next Generation Compound or any Subsequent Compound.

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

Next Generation Compound means any Compound other than NLG919 that is invented, by or on behalf of Licensee or its Affiliate, whether solely or jointly, as of the Effective Date or thereafter during the Restriction Period, whether or not pursuant to the Research Plan, that is invented or otherwise the subject of research or preclinical development conducted, by or on behalf of Licensor or its Affiliate or Sublicensee, but excluding the pRED Organization, whether solely or jointly, during the Next Gen Research Term, whether or not pursuant to the Research Plan, the composition of matter, manufacture or use of which is Covered by a Valid Claim of a Licensee Patent or Collaboration Patent; or that is an enantiomer, polymorph, salt form, base, acid, racemate, isomer, diastereomer, tautomer, solvate, hydrate, ester or Known Prodrug of a Compound described above.

Field of Use
Field means any use.

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: 367301

License Grant
Licensor, nonprofit biomedical research center, grants the exclusive, world-wide license, with the right to grant sublicenses, to use and practice the Licensor Technology and the Patent Rights in all fields and to make, have made, use, sell, offer for sale, and/or import Licensed Product in all fields the License.

For the Exclusive Option to Future IDO Discoveries, Licensor grants the exclusive option to obtain an exclusive, worldwide, sublicensable license under Licensors interests in and to any or all Future IDO Discoveries, including any patent rights or other intellectual property covering or appurtenant to such Future IDO Discoveries, for any and all purposes, including to develop, make, have made, use, sell, offer for sale, and import products.

License Property
Licensor owns certain technology and intellectual property rights developed by its employees relating to inhibitors of lndoleamine 2, 3 Dioxygenase -2 (IDO-2), and related inventions.

The patent application is titled Indoleamine 2,3 Dioxygenase-2.

Expression of IDO has been described in a number of types of cancer, such as acute myeloid leukemia, ovarian cancer or colorectal cancer. IDO is part of the malignant transformation process and plays a key role in suppressing the anti-tumor immune response in the body, so inhibiting it could increase the effect of chemotherapy as well as other immunotherapeutic protocols.

Field of Use
IDO pathway inhibitors represent a key class of immune checkpoint inhibitors that are regarded as potential breakthrough approaches to cancer therapy.

IPSCIO Record ID: 248292

License Grant
This amendment changes the Licensee to Licensee or its Affiliate, compensation and other details.  The agreement includes patents relating to Tryptophan.
License Property
As of the March 28, 2006 the patents include
–  Regulation of T-Cell Mediated Immunity by Tryptophan
–  High Affinity Tryptophan Transporter
–  Antigen-Presenting Cell Populations and Their Use as Reagents for Enhancing of Reducing Immune Tolerance
–  Chemokine Receptor Antagonists as Therapeutic Agents
–  Regulation of T Cell-Mediated Immunity by D Isomers of Inhibitors of Indoleamine-2,3-Dioxygenase
–  Inhibitors of Indoleamine-2,3-Dioxygenase and Methods of Use
–  Regulation of T Cell-Mediated Immunity by D Isomers of Inhibitors of Indoleamine-2,3-Dioxygenase, and,
–  Use of Inhibitors of lndoleamine-2,3-Dioxygenase in Combination with Other Therapeutic Modalities
Field of Use
Licensee was formed for the purpose of developing treatments for cancer and other diseases.

IPSCIO Record ID: 248355

License Grant
The University grants an exclusive right and license under the Licensed Patents and Licensed Technology to make, use, import, offer to sell and sell Licensed Products for the Field of Use in the Licensed Territory during the term of this Agreement.
License Property
The patents are for Regulation of T-Cell Mediated Immunity by Tryptophan;  High Affinity Try to ban Transporter;  Antigen-Presenting Cell Populations and Their Use as Reagents for Enhancing or Reducing Immune Tolerance;  Chemokine Receptor Antagonists as Therapeutic Agents; and,  Regulation of T Cell-Mediated Immunity by D Isomers of Inhibitors of Indoleamioe-2,3 -Dioxygenase.
Field of Use
The Field of Use means any and all medical applications, including without limitation, prevention, diagnostics, and therapy, including action as an adjuvant.

IPSCIO Record ID: 306496

License Grant
The Licensee was granted an exclusive license to certain Intellectual Property.
License Property
Licensor is the exclusive licensing agent for a University and representing Mayo Clinic’s interests in certain patents and intellectual property rights.  The Intellectual Property encompasses the inhibition of tumor growth using compounds that inhibit QSOX1 enzymatic activity and, specifically, to anti-neoplastic compounds targeting QSOX1 (the parent molecule referred to as SBI-183).

The enzyme Quiescin Sulfhydryl Oxidase 1 (QSOX1) is a master regulator of extracellular matrix remodeling, and its overexpression by tumor cells.  Overexpression of QSOX1 has been unambiguously linked to promoting tumor invasion and metastasis.  It has been discovered that a small molecule SBI-183 inhibited the enzymatic activity of QSOX1 and as a result suppressed tumor cell invasion in vitro and metastasis of breast tumor cells in vivo.

This license is to technology relating to SBI-183, an anti-metastatic compound suppressing tumor cell growth and blocking metastasis.  Small molecule SBI-183 inhibited the enzymatic activity of QSOX1 and as a result suppressed tumor cell invasion in vitro and metastasis of breast tumor cells in vivo. Through its medicinal chemistry efforts the Licensee synthesized multiple structural analogs of SBI-183 and unveiled SPX-1009 lead compound that demonstrated ten-fold improvement in suppressing invasion and metastasis in several cancer models.

SBI-183 enhances the activity of cytotoxic drugs in vitro.

Field of Use
Licensee was formed to develop a unique biomarker for cancer (QSOX1) as well as cancer diagnostic and therapeutic products based on QSOX1.  Licensee is a research and development company that aims to improve global cancer care through the development of proprietary therapeutics for inhibiting cancer growth and metastasis.

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: 324643

License Grant
For the Clinical Development and Commercialization.
–  Licensor grants a co-exclusive license under the Licensor Licensed Patents and Licensed Know-How to clinically develop, make, have made, use, sell, offer for sale and import Co-Developed Products in the U.S.
–   Licensor grants an exclusive license under the Licensor Licensed Patents and Licensed Know-How to clinically develop, make, have made, use, sell, offer for sale and import (A) Royalty-Bearing Products in the U.S.; and (B) Products in the Royalty Territory.

Licensor grant a nonexclusive license to use Licensor Marks solely in connection with the Commercialization of the Products in the Territory.

License Property
Product means any therapeutic or prophylactic product, for use in animals or humans, that contains or comprises a Collaboration Compound.

Royalty-Bearing Product means (a) any Product containing or comprizing XL281 (but not XL184); or (b) any XL184 Product for which either (i) an opt-out has occurred or;  (ii) Licensee has converted Licensors right to profit-share.

XL184 means (a) the small molecule compound with Licensor identifier -02977184; (b) the small molecule compounds listed on the Letter Agreement; ( c) any Program Backups to -02977184; and (d) any isomer, racemate, salt, solvate, hydrate, metabolite, conjugate, ester, or prodrug of the compound described.

XL281 means (a) the small molecule compound with Licensor identifier -03832819; (b) the small molecule compounds listed on the Letter Agreement; (c) any Program Backups to -03832819; and (d) any isomer, racemate, salt, solvate, hydrate, metabolite, conjugate, ester, or prodrug of the compound described.

XL880 means (a) the small molecule compound with Licensor identifier -03052880; (b) the small molecule compounds specifically related to -03052880 and licensed by Licensor to Licensee, together with -03052880; and (c) any isomer, racemate, salt, solvate, hydrate, metabolite, conjugate, ester, or prodrug of the compound described.

Field of Use
XL184 inhibits MET, RET and VEGFR2, key drivers of tumor growth and vascularization.

XL281 specifically targets RAF, which is a cytoplasmic serine/threonine kinase that lies immediately downstream of RAS, and is a key component of the RAS/RAF/MEK/ERK pathway that is frequently activated in human tumors. Activating mutations in B-RAF occur in approximately 60% of melanoma patients, indicating a potentially pivotal role for deregulation of this kinase in the progression of melanoma. XL281 is a potent and highly selective inhibitor of RAF kinases, is orally bioavailable and exhibits substantial efficacy in tumor xenograft models.

XL880 is a potent inhibitor of MET and VEGFR2, which play synergistic roles in promoting tumor growth and angiogenesis. Activation or overexpression of MET has been documented as a negative prognostic indicator in patients with various carcinomas and in patients with multiple myeloma, glioma and other solid tumors.

IPSCIO Record ID: 369302

License Grant
Licensor hereby grants to Licensee an exclusive (even as to Licensor and its Affiliates, royalty-bearing right and license, under the Licensor Intellectual Property, to (i) Manufacture and use Licensor Molecules to identify and synthesize Licensee-Derived Molecules, (ii) Develop Licensor Molecules and Licensee-Derived Molecules into Licensed Products, and (iii) make and have made, use, offer for sale, sell, have sold, import and otherwise Commercialize or have Commercialized Program Molecules and Licensed Products in the Field in the Territory.

Licensee shall have the right to grant sublicenses through multiple tiers under the licenses granted to Licensee, under this Agreement, to its Affiliates and to Third Parties without Licensors prior written approval.

License Property
Licensor Molecule means (a) any Hexokinase Inhibitor that is (i) Controlled by Licensor as of the Effective Date, (ii) disclosed or claimed in the Licensor Patent Rights, or (iii) invented solely by or on behalf of Licensor in the conduct of the Research Program or (b) any other Small Molecule disclosed or claimed in the Licensor Patent Rights existing as of the Effective Date. For clarity, HPP399 is a Licensor Molecule.

HPP399 means the molecule identified by Licensor using Licensors internal reference number 00309399, the structure of which Licensor has disclosed to Licensee as of the Effective Date. For purposes of clarity, HPP399 shall be deemed to be a Hexokinase Inhibitor.

Hexokinase Inhibitor means any Small Molecule having the following characteristic IC50 of less than I micromolar in a human HK2 enzyme.

Licensor Patent Rights means (a) all Patent Rights that are Controlled by Licensor as of the Effective Date or thereafter during the Term that are necessary or reasonably needed to Develop, make, have made, use, sell, offer for sale or import Program Molecules or Licensed Products and (b) Licensor’s interest in the Joint Patents. The Licensor Patent Rights existing as of the Effective Date are included but not limited to application #61/892,018, #61/892,028 and #61/892,044.

Licensee-Derived Molecule means any Hexokinase Inhibitor that is (a) [specifically disclosed or claimed in the Program Patent Rights, (b) conceived during the Covered Period by or on behalf of Licensee or any of its
Sublicensees, or (c) in-licensed by Licensee or any of its Sublicenses from a Third Party during any portion of the Covered Period that is during the Term. Notwithstanding the foregoing, Licensee-Derived Molecule  (excludes all Hexokinase Inhibitors either conceived by or on behalf of any Sub licensee prior to the Effective Date or after termination or expiration of the applicable sublicense.

Small Molecule means any organic compound or molecule with a molecular weight less than three thousand (3000) atomic mass units, other than a protein or an antibody, but including peptides, peptide analogs, metabolites, prodrugs, solvates, hydrates, esters, salts, isomers, stereoisomers, racemates, tautomers, and polymorphs thereof. A protein refers to a sequence of ten (10) or more amino acids joined to each other by peptide bonds or modified peptide bonds.

Licensed Product means any pharmaceutical preparation containing a Program Molecule, including any Combination Product.

Field of Use
Hexokinase II- An essential pathway in the cancer cell utilization of glucose.

Hexokinase is the first enzyme in the pathway that enables cancer cells to convert glucose to energy to fuel cancer cell growth. Due to their higher glucose needs, cancer cells frequently increase the level of this critical enzyme, specifically the isoform hexokinase II. Overexpression of hexokinase II is associated with more aggressive and invasive tumors. Pre-clinical studies in mice have confirmed that the reduction of hexokinase II activity through genetic deactivation (siRNA knockdown studies) results in  a significant reduction of tumor growth. Licensee believes inhibitors of hexokinase II will significantly impede the ability of cancer cells to survive and proliferate.

IPSCIO Record ID: 356289

License Grant
This agreement is to jointly develop and commercialize FLT3 kinase inhibitors in oncology and non-oncology indications.

Licensor grants an exclusive right and license under the Licensor Technology, Licensor Program Technology and Licensors interest in the Joint Program Technology, with a right to sublicense through multiple tiers of sublicenses, solely to Exploit Licensed Compounds and Products in the Field in the Territory.

This agreement includes a non-exclusive grant back to Licensor from Licensee.

License Property
Licensor is engaged in the research and development of small molecule compounds that inhibit human kinase enzymes, and it has identified a compound known as AC220 that may be useful in treating cancer, and Licensor has obtained or filed for patents with respect to AC220, and certain related compounds, and their use in human therapeutic applications.

Lead Product means the Product containing AC220 being developed by Licensor.

AC220 is a novel, orally available, potent and highly selective small molecule that was specifically designed as a second generation FMS-like tyrosine kinase-3 (FLT3) inhibitor using Licensors
proprietary drug discovery engine, KINOMEscanâ„¢.

Licensors Compound means AC220; AC886; or any salt, human metabolite, human prodrug, including ester prodrugs, free-base, hydrate, solvate, polymorph, isomer or enantiomer of AC220 or AC886.

Field of Use
Quizartinib is currently in Phase 2b clinical development in patients with relapsed/refractory acute myeloid leukemia, or AML, who express a genetic mutation in FLT3.

IPSCIO Record ID: 256313

License Grant
Licensor grants
–  a non exclusive license in the Territory under the Licensor Know-How and Patent Rights for the limited purpose of allowing Licensee to conduct the obligations and responsibilities allocated to Licensee under the Research Program, including without limitation, to evaluate Licensees interest in designating a Nominated Compound as a Licensed Compound pursuant to this Agreement.

–  a perpetual, non exclusive license in the Territory under Licensor Patent Rights and Know-How solely for Licensee and its Affiliates internal research purposes for screening compounds against the Target for the sole purpose of identifying compounds that do not modulate and/or bind to the Target.

–  an exclusive license in the Territory, with the right to sublicense under Licensor Patent Rights, Know-How and interest in Joint Information and Inventions and Joint Patent Rights, to develop, use, make, have made, offer to sell, sell or import Licensed Compounds and Products for any and all purposes.

License Property
The Target shall mean STAT3 with Gene entrex ID#6774.

Prerequisites for Proof of Concept for Lead Compounds.
1. Global gene expression of inhibitor is consistent with global gene expression caused by STAT3 RNAi knockout or STAT3 inhibitor peptide in multiple cancer cell line;

2. Pathway specific differential gene expression activity (the compound has limited off target activity as assessed in cellular systems where STAT 3 is not induced).

3 Stat 3 protein cellular status is altered in on or more of its properties (ie,
phosphorylation state, nuclear localization, DNA binding, and cellular protein levels.

4. The compound inhibition correlate target activity in a dose dependent manner with inhibition of cell proliferation and/or induction of apoptosis in a cellular system when STAT3 is activated. Percentage inhibition is statistically significant (at least 3 standard deviations) in two independent experiments.

5. Demonstrated chemistry tractability as defined below
Apparent Structure Activity Relationship profile (with 10 compounds)
Equal to or over 20 fold selectivity for the STAT3 pathway over STAT1 pathway as measured by IC50, IC70 or IC90 with a P value of at least 0.05. During the Research Program either Party may propose a different level of selectivity or assay format as being more appropriate, but such different level shall apply only if the Parties mutually agree in writing.

Field of Use
The field of use is for Cancer Indications, meaning a separate and distinct disease or medical condition in humans for which a Product that is in Clinical Trials is intended to treat and/or prevent and/or for which a Product has received Marketing Authorization for such treatment and/or prevention for the following disease and medical conditions the following solid tumor  cancers non small cell lung cancer, prostate cancer, breast cancer and co!orectal cancer; each a Major Tumor Indication; or any cancer type in humans.

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: 263778

License Grant
This is a global collaboration covering two novel cancer programs  XL 184, a small molecule inhibitor currently in Phase III development and its associated development program; and,  XL281, a small molecule inhibitor of RAF kinase currently in Phase I development and its associated development program.

Licensor grants a co-exclusive license under the Licensors Licensed Know-How to clinically develop, make, have made, use, sell, offer for sale and import Co-Developed Products in the U.S.

Licensor grants a co-exclusive license under the Licensors Licensed Patents to clinically develop, make, have made, use, sell, offer for sale and import Co-Developed Products in the U.S.

Licensor grants an exclusive, subject to Licensors right to conduct Licensor Clinical Trials and work under the Backup Programs pursuant to this Agreement, license under the Licensor Licensed Know-How to clinically develop, make, have made, use, sell, offer for sale and import  Royalty-Bearing Products in the U.S.; and Products in the Royalty Territory.

Licensor grants an exclusive, subject to Licensors right to conduct Licensor Clinical Trials and work under the Backup Programs pursuant to this Agreement, license under the Licensor Licensed Patents to clinically develop, make, have made, use, sell, offer for sale and import  Royalty-Bearing Products in the U.S.; and Products in the Royalty Territory.

Licensor will grant a non-exclusive license to use such Licensor Marks solely in connection with the Commercialization of the Products in the Territory, the Trademark License Agreement.

License Property
Trademark is EXELIXIS®

Product means any therapeutic or prophylactic product that contains or comprises a Collaboration Compound. The Collaboration Compounds means  XL184; and  XL281.

XL184 means  the small molecule compound with Licensor identifier 02977184; the small molecule compounds listed in the Letter Agreement; any Program Backups to 02977184; and any isomer, racemate, salt, solvate, hydrate, metabolite, conjugate, ester, or prodrug of the compound.

XL281 means the small molecule compound with Licensor identifier 03832819;  the small molecule compounds listed in the Letter Agreement; any Program Backups to 03832819; and any isomer, racemate, salt, solvate, hydrate, metabolite, conjugate, ester, or prodrug of the compound.

XL184 provides a novel approach to the treatment of a variety of solid tumors where signaling through MET, VEGFR2 or RET plays an important role in dysregulated tumor growth and progression. XL184 has recently begun a Phase III clinical trials in medullary thyroid cancer, a disease in which RET mutations are found in a large proportion of patients. In addition, clinical trials to exploit the MET and VEGFR2 targeting of XL 184 are ongoing in patients with non-small cell lung cancer and glioblastoma. Preclinically, XL184 also exhibits inhibitory activity for .MET and VEGFR2 in a variety of breast, colon and brain tumor models.

XL28 l is a novel small molecule designed to selectively inhibit RAF kinase, which lies immediately downstream of RAS and is a key component of the RAS/RAF/MEK/ERK kinase signaling pathway. The RAS/RAF/MEK/ERK pathway plays a key role in the transmission of growth-promoting signals downstream of receptor tyrosine kinases. Dysregulation of this pathway plays a pivotal role in the progression of many human tumors, and inhibition of the pathway may be useful in the treatment of cancer. Phase I trials with this molecule are underway in order to select a dose and schedule for Phase II disease-directed trials.

Field of Use
The field of use is oncology in animals or humans.  XL 184 is currently in Phase III development for medullary thyroid cancer.  XL281 is currently in Phase I development for the treatment of patients with advanced solid tumor malignancies.

IPSCIO Record ID: 369254

License Grant
Licensor grants to Licensee of the Russian Federation an exclusive right and license or  sublicense, as applicable, to the Licensed Technology to research, develop, make, have made, use, sell, offer for sale and import the Licensed Compound, Licensed Products and Licensed Product Biomarkers for the Field in the Licensee Territory.

This agreement includes a non-exclusive grant back to Licensor from Licensee.

License Property
Licensor develops, manufactures and commercializes products incorporating the proprietary compound known as tivozanib for the treatment of cancer.

Licensed Compound means the chemical compound 1-[2-chloro-4-(6,7-dimethoxyquinolin-4-yl)oxyphenyl]-3-(5-methyl-1,2-oxazol-3-yl)urea, otherwise known as tivozanib, and any and all pharmaceutically acceptable, acids, bases, esters, isomers, enantiomers, salts, stereoisomers, racemates, tautomers, polymorphs, complexes, chelates, crystalline and amorphous forms, prodrugs, solvates (including hydrates), metabolites and metabolic precursors, whether active or inactive, thereof.

Licensed patents are
Neuropilin-1 as a serum based biomarker;
Quinoline Derivatives and Quinazoline Derivatives having Azolyl Group; and,
Tivozanib Response Prediction.

Licensed Know-how is module 3 of the New Drug Application for tivozanib hydrochloride for the treatment of renal cell carcinoma.  

Licensed Product Biomarker means any and all biomarkers, including metabolite, DNA, RNA and protein profiles, discovered or developed by or on behalf of Licensor or Licensee during the Term that are for use with, including use in clinical testing of or use in any decision whether to prescribe, or relate to, are associated with or are correlated with patient populations who do or do not respond to treatment with, in the case of each, any one or more Licensed Products.

Tivozanib A potent, selective, long half-life vascular endothelial growth factor (“VEGF”) tyrosine kinase inhibitor (“TKI”) of VEGF receptors 1, 2 and 3. The Licensor is evaluating several potential paths for the development of tivozanib, including a second phase 3 trial of tivozanib in refractory renal cell carcinoma, or RCC.

Field of Use
The Field means the diagnosis, prevention and treatment of any disease or condition in humans other than non-oncologic diseases or conditions of the eye.

This agreement purpose is for the development, manufacturing and commercialization of Licensors small molecule vascular endothelial growth factor (YEGF) tyrosine kinase inhibitor tivozanib in the territories of Russia, Ukraine and the Commonwealth of Independent States (CIS), for all indications excluding ocular conditions.

IPSCIO Record ID: 289241

License Grant
Licensor grants the German Licensee an exclusive, worldwide, sublicensable license under the Licensor Technology to research, develop, make, have made, use, sell and import for sale Licensed Compounds and Licensed Products in the Field.

Licensor also grants a nonexclusive, worldwide, sublicensable license under Non-uPA Inhibitor Patents to carry out research and development in respect of uPA Inhibitor Compounds during the Research Program and to use any results of such research and development for the development, manufacture or commercialization of Licensed Compounds and Licensed Products.

Licensor also grants a nonexclusive, worldwide, sublicensable license under Improvements that are Controlled by Licensor during the term of this Agreement to research, develop, make, have made, use, sell and import for sale Licensed Products in the Field.

License Property
Licensor has identified a class of non-peptidic, potent urokinase plasminogen activator (uPA) inhibitors with potential application in various therapeutic fields.

Urokinase Plasminogen Activator (uPA) Inhibitor means a compound that has uPA Ki as determinated by Licensor using a standardized assay reasonably acceptable to the Joint Research Committee less than 1.0 micromolar, and selectivity with respect to the Ki for the compound for uPA of at least 2X with respect to the Ki, as determined by Licensor using a standardized assay reasonably acceptable to the Joint Research Committee, for complement proteases; and selectivity with respect to the Ki for the compound for uPA of at least 10X with respect to the Ki, as determined by Licensor using a standardized assay reasonable acceptable to the Joint Research Committee, for Thrombin, Factor VIIa and Xa.

Licensor Technology means Licensor Know-How and Licensor Patents.

Licensed Compound means a Base Compound or a New Compound.

Licensed Product means a product in finished dosage form containing a Licensed Compound as active ingredient for use in the Field.

Base Compound' means a uPA Inhibitor existing at the Effective Date which falls within the claims of the Patents referenced or falls within the same Chemical Class as such compounds; or falls within Licensors orally available uPA Inhibitor lead series, exemplified by 5-bromo-4 (phenylamino) thiophene-2-carboxamidine hydrochloride and derivatives thereof, as described in the Outline Research Plan.

New Compound means any uPA Inhibitor and members of the same Chemical Class which is identified, discovered, created or synthesized by Licensor in the course of the Research Program; any chemical entity, and any member of the same Chemical Class as such chemical entity, that is identified, discovered, created or synthesized by Licensor and is  discovered during the Research Term, but outside of the Research Program, to be a uPA Inhibitor, to the extent that such chemical entity is Controlled by Licensor; and any chemical entity, and any member of the same Chemical Class as such chemical entity that is identified, discovered, created or synthesized by Licensor and is discovered to be a uPA Inhibitor after the end of the Research Term but within 6 months thereafter, to the extent that such chemical entity is Controlled by Licensor.

Licensor Non-uPA Inhibitor Compounds mean compounds and data relating to such compounds discovered during the Research Program by Licensor which do not constitute uPA Inhibitors but which the Joint Research Committee considers have some biological activity of interest to the Research Program or are of potential commercial interest to Licensee.

Licensor Non-uPA Inhibitor Patents means Patents Controlled by Licensor which claim Non-uPA Inhibitor Compounds.

Licensor Patents means Heteroaryl Amidines, Methyl Amidines and Guanidines…; Patents to be filed by Licensor that claim Licensors orally available uPA Inhibitor lead series, and derivatives thereof, as described in the Outline Research Plan; and Patents that claim New Compounds.

Field of Use
The Field means all uses of Licensed Products for the prevention, treatment, cure or mitigation of all disease states, conditions, disorders and indications in humans.  Among the therapeutic indications under consideratlon are Solid Tumor Growth ( Chemotherapy) e.g. breast. lung, prostate;  Aortic Aneurysm (prevention); Post-PTCA Restenosis (t stent); Rheumatoid Arthtitis, Inflammation; Macular Degeneration; and, Wound Fibrosis (keloid formation, scarring).

IPSCIO Record ID: 363524

License Grant
The parties are collaborating to discover, develop and manufacture CAR-NK cells that target certain solid tumors using Licensor’s proprietary platform. Licensee and Licensor agreed to engage in up to three different research programs, each covering a collaboration target. Licensee has sole responsibility for all development and commercialization activities (including regulatory filing and approval).
License Property
CAR-NK cells are known to be effective against hematological malignancies, and a growing number of preclinical findings indicate that they have activity against non-hematological neoplasms.
Field of Use
The collaboration and license agreement is to develop novel chimeric antigen receptor (CAR)-NK cell therapies targeting solid tumor-associated antigens.
Licensee is developing and commercializing primary allogeneic natural killer (NK) cell therapies to treat cancer.

IPSCIO Record ID: 211864

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

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

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

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

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

This agreement pertains to drug discovery.

IPSCIO Record ID: 372553

License Grant
Licensor grants to the Swiss Licensee a sole and exclusive license, even as to Licensor, in and to the Compound and the Product under the Licensor Intellectual Property Rights and Licensor interest in the Joint Patents, to develop, have developed, use, have used, sell, have sold, offer for sale, make, have made, manufacture, have manufactured, register, have registered, commercialize and have commercialized the Compound and Products, in any Indication in the Field of Use, in the Territory.
License Property
Licensor is a drug development company developing innovative signaling pathway drug technology to seek to create new medicines, primarily in the field of oncology, and has all the proprietary rights in and to the compound known as Licensors compound-305.

Compound shall mean x-305, any prodrug or metabolite of x-305, any isomer, ester, salt, hydrate, solvate, or polymorph of x-305, including any Backup Compound.

Backup Compounds shall mean all Hsp90 Inhibitors claimed in the Patent Cooperation Treaty  application of publication number WO 2008/115719, as well as their prodrugs and metabolites, and all isomers, esters, salts, hydrates, solvates, and polymorphs thereof.

The Patents are for x-305 or Hsp90 inhibition, meaning a compound that binds to, and selectively and specifically inhibits, Hsp90.

An Hsp90 inhibitor is a substance that inhibits that activity of the Hsp90 heat shock protein. Since Hsp90 stabilizes a variety of proteins required for survival of cancer cells, these substances may have therapeutic benefit in the treatment of various types of malignancies.

Field of Use
The compound, formerly called CUDC-305, will be evaluated in an open label, multi-center dose escalation trial evaluating the safety and maximum tolerated dose of multiple doses of Debio 0932 in patients suffering from advanced solid tumors or lymphoma.

IPSCIO Record ID: 299247

License Grant
Licensor grants
—  an exclusive license, with right to sublicense through one or more tiers, under the Licensed Patent Rights to make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import and have imported Products in the Field.  
—  an exclusive license, with right to sublicense through one or more tiers, under the Know-How, to make, have made, use, have used, sell, have sold, offer  for sale, have offered for sale, import and have imported Products in the Field and a nonexclusive license to any other know-how existing on the Closing Date and provided to Licensee which is useful to develop or commercialize the Products in the Field.
License Property
Licensor has research regarding small-molecule immune response modifier compounds and other small molecule compounds, some of which act by stimulating basic immune cell receptors known as toll-like receptors  (TLRs) 7 and/or 8.

The Assigned Patent Rights and Licensed Patent Rights include any prodrug or any hydrate, solvate, conjugate, salt, ester, stereoisomer or polymorph of such compound or prodrug.

Field of Use
The Field means the diagnosis, treatment, mitigation, or prevention of any disease or condition in humans or animals, other than uses that are within the Excluded Fields. The Excluded Fields are
—  the treatment, topically or systemically, of diseases of the cervix or vaginal tract caused by human papilloma virus (HPV) infection, including cervical high risk·HPV infection and cervical dysplasia, and the treatment of cervical malignancy by topical application to the cervix, but not including systemic treatments of cervical malignancy;
—  any use of imiquimod, 848 (resiquimod}, 850 (sotirimod), and the alkyl ureas S-32913 and S-33005, including any acid, ester, salt, amide, prodrug, polymorph, enantiomer or isomer thereof, and any pharmaceutical product containing such compounds, in the Topical Field, which means the treatment, mitigation, or prevention of a disease or condition by topical application (e.g., dermatological, pulmonary or vaginal) of the drug to the skin or mucosa (e.g., bronchialand vaginal tissue) of a patient by, for example, but not limited to, gels, creams, ointments, foams, lotions, salves, roll-ons, powders, sprays, or inhalants, like aerosols such as for asthma and allergic rhinitis;
—  marketing the 3MIRM Compounds 852 (N-[4-(4-amino-2-ethyl-1Himidazo[4;5 c]quinoliri-1-yl)butyl]methanesulfonamide) and/or 854 (N-{2-[4-amino-2 ( ethoxymethyl)-1 H-imidazo[ 4, 5-c]quinolin-1-yl]-1 , 1-d imethylethyl}methanesulfonamide)  (including any acid, ester, salt, amide, pro-drug, polymorph, enantiomer or isomer thereof, and.any pharmaceutical product containing such compounds) for the indications of genital warts, common warts, basal cell carcinoma, actinic keratosis, tattoo removal, or photoaging; and
— any use of the 3M Compounds as a Vaccine Adjuvant.

IPSCIO Record ID: 248277

License Grant
The Licensor, an Australian medical research institute wholly dedicated to the prevention and treatment of childhood cancer, hereby grants to Licensee an exclusive license under the Licensed Patents and the Know-How in the Territory and within the Licensed Field to (a) make, have made, develop, use, practice, import, export, distribute, market, promote, offer for sale, and sell the Licensed Products, (b) use and practice any method, process, or procedure within the Licensed Patents, and (c) otherwise use and exploit the Licensed Patents.

The Institute hereby grants to Licensor an exclusive option to exclusively license any and all Improvement Inventions and Non-Improvement Inventions (the Option).

License Property
Licensed Patent shall mean
U.S. Patent Application #61/392,296 – Small Molecules Inhibiting Oncoprotein MYC
U.S. Patent Application #61/423,832 – Small Molecules inhibiting Oncoprotein MYC

ANTIMYCON
· Drug summary MYC inhibitor.
· Indications Drugs for treatment of a broad range of solid tumors (breast, prostate, colon, non-small cell lung carcinoma, etc.) and hematological malignancies (various types of leukemia and lymphoma).
· Mechanism of action CBLC-M compounds were generated to selectively target and inactivate oncoproteins of the Myc family, which are frequently upregulated in tumor cells. Although Myc has long been recognized as a highly attractive target for anti-cancer treatment, there are no experimental
or approved drugs targeting this transcription factor. CBLC-M compounds target Myc family proteins with a high degree of specificity and cause their selective degradation. This mechanism of action is translated into both a direct tumor-suppressive effect and increased susceptibility of tumor cells to conventional chemotherapeutic drugs. Combining CBLC-M with such drugs as doxorubicin, 5FU, irinotecan and others within composite nanoparticles will result in improved anti-tumor effects due to precise targeted drug delivery that will concentrate the synergistic effects of the combined compounds on the tumor cells while reducing toxicity to normal cells.

Field of Use
The rights granted apply to the healthcare industry.  Licensed Field shall mean all fields of use.
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