Royalty Report: Drugs, Drug Discovery, Alzheimer’s disease – Collection: 367326

$150.00

Curated Royalty Rate Report
Category: Technology Licenses, Created On: 2022-04-28, Record Count: 17

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: 17

Primary Industries

  • Drugs
  • Drug Discovery
  • Alzheimer’s disease
  • Disease
  • Therapeutic
  • Cancer

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: 367326

License Grant
Licensor assigns to Licensee of Japan all of its right, title and interest in and to each Licensor Patent existing as of the Effective Date that is solely owned by Licensor and that claims xx-214 or a Variant thereof.

Licensor grants an exclusive license, with the right to sublicense, under the Licensor Technology, including the Assigned Patents until such Assigned Patents are assigned to Licensee, to research, Develop, make, have made, use, sell, offer for sale, import and otherwise Manufacture or Commercialize Compounds and Products in the Field in the Territory.

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

License Property
Licensor is developing pharmaceutical products that inhibit Phosphodiesterase 1, including Licensors proprietary compound referred to internally as IC200214 or ITI-214.

A Compound means any of the following
–  the compound referred to by Licensor as IC200214 or ITI-214;
–  any compound in the xx-002 program that was identified by Licensor prior to the Effective Date, whether or not covered or claimed in any Patent Controlled by Licensor as of the Effective Date and that is identified by Licensor under the Research Program, that inhibits Phosphodiesterase I, including any of its subtypes and meets the criteria, collectively, Back-Up Compounds, and,
–   any pro-drug, metabolite, salt, free acid/base, solvate, ester, hydrate, anhydrous form. degradant, stereoisomer, polymorphic form, isotope or crystal form of any of the compounds, in each case that retains the activity of the applicable compound.

Field of Use
Field means the prevention and treatment of all human Indications, including, but not limited to, Schizophrenia, Alzheimers Disease ADHD and other central nervous system Indications. For clarity, the Field does not include diagnostic uses or animal health uses, it being understood that animal testing or diagnostic activities in the course of research or Development for human Indications, in accordance with the Research Plan or the Development Plan, are considered to be within the Field.

ITI-214 is the first compound in its class to successfully advance into Phase 1 clinical trials and is being developed for the treatment of cognitive impairment associated with schizophrenia, or CIAS, and other disorders.
Cognitive impairment associated with schizophrenia (CIAS) may include deficits in attention, working memory, and executive function.

IPSCIO Record ID: 369401

License Grant
Licensor shall, and hereby does, grant to Swedish Licensee, with effect on the Effective Date, an exclusive (even as to Licensor and its Affiliates), royalty-bearing, worldwide license, with the right to grant sublicenses, under Licensor Technology and Licensor Patent Rights and Licensor’s interest in Joint Technology and Joint Patent Rights
(a) to Exploit (i) Ispronicline and Ispronicline Products (including conducting the Pre-Phase IIb Program), (ii) any Licensed Derivatives with respect to Ispronicline, and (iii) any Additional Compounds with respect to the foregoing;
(b) to Exploit (i) Collaboration Candidates and Active+ Compounds until such time, with respect to each such Collaboration Candidate and Active+ Compound, as it becomes a Terminated Compound, (ii) Collaboration Compounds, Candidate Drugs, and Products (other than Ispronicline or Ispronicline Products (or any Licensed Derivatives with respect thereto), Option Compound Candidate Drugs or Option Compound Products), and (iii) any Additional Compounds with respect to the foregoing; and
(c) to Exploit (i) Option Compound Candidate Drugs and Option Compound Products and (ii) any Additional Compounds with respect to the foregoing;
License Property
Ispronicline means (2S)-(4E)-N-methyl-5-(5-isopropoxy-3-pyridyl)-4-pentene-2-amine, identified by the compound structure set forth in agreement and also identified as TC-1734 in U.S IND 69,110, including any salt form, polymorph, crystalline form, hydrate, solvate or formulation thereof.

Product means a product that consists of or contains a Candidate Drug as an active ingredient.

Candidate Drug means each of (a) Ispronicline, (b) each Active+ Compound that is not a Terminated Compound, (c) each Collaboration Compound for which Licensee commences GLP Toxicology Studies as provided in Agreement or for which Licensee does not commence GLP Toxicology Studies but Initiates a Clinical Trial, (d) each Option Compound for which Licensee exercises an Option, (e) each Licensed Derivative with respect to (i) any such Option Compound made by or on behalf of Licensee or its Affiliates or Sublicensees or (ii) Ispronicline or any such Active+ Compound or Collaboration Compound made by or on behalf of (A) Licensee, Licensor or any of their respective Affiliates or Sublicensees during the Research Program Term or the Tail Period or (B) Licensee, or its Affiliates or Sublicensees after the Tail Period and (f) in each case ((a) through (e)), any salt form, polymorph, crystalline form, hydrate, solvate or formulation thereof.

Compound means any compound Controlled by Licensor.

Licensor Patent Rights means any Patent Rights Controlled by Licensor or its Affiliates that contain one or more claims that cover (a) Licensor Technology, (b) any (i) Collaboration Candidate, Active+ Compound, Collaboration Compound, Candidate Drug or Product, (ii) Additional Compound or Derivative with respect to any of the foregoing, or (iii) product that contains any of the foregoing (including any Additional Product) or (c) the Exploitation of any of the foregoing ((a) and (b)) in the Field or in Schizophrenia.

Compound Family means (a) with respect to each Lead Collaboration Compound, such Lead Collaboration Compound, all Related Collaboration Compounds with respect to such Lead Collaboration Compound, and all Licensed Derivatives with respect to either of the foregoing, (b) with respect to Ispronicline, Ispronicline and all Licensed Derivatives with respect thereto, (c) with respect to each IND-Ready Option Candidate Drug, such IND-Ready Option Candidate Drug and all Licensed Derivatives with respect thereto and (d) with respect to each POC Option Candidate Drug, such POC Option Candidate Drug and all Licensed Derivatives with respect thereto.

Lead Collaboration Compound means each Active+ Compound that is selected by the JRC or Licensee, as a Lead Collaboration Compound during the Research Program Term or the Tail Period, including any salt form, polymorph, crystalline form, hydrate, solvate or formulation thereof. Notwithstanding anything in this Agreement to the contrary, in no event shall a Licensed Derivative with respect to Ispronicline be a Lead Collaboration Compound unless Licensee, designates it as a Lead Collaboration Compound pursuant to this agreement. For purposes of clarity, Ispronicline is not a Lead Collaboration Compound and, except as provided in the preceding sentence, Licensed Derivatives with respect to Ispronicline, even if Derived during the Research Program Term or the Tail Period, are not Lead Collaboration Compounds.

Option Compound means during the Option Term (and, if an IND-Ready Option Period or POC Option Period begins during the Option Term and has not expired as of the last day of the Option Term, thereafter until the last day of such IND-Ready Option Period or POC Option Period), any Secondary Pharmacology Compound or Other NNR Compound on which Licensor conducts research or development activities specifically for use in the Territory in the Field or, prior to the Schizophrenia Expiration Date, Schizophrenia and elects, in its sole discretion, to designate as an Option Compound. For purposes of clarity, (a) an Alpha4Beta2 Agonist shall not be an Option Compound, (b) an Unexercised Option Compound shall, upon becoming an Unexercised Option Compound, cease to be an Option Compound, (c) a Terminated Compound that was previously an Option Compound shall, upon becoming a Terminated Compound, cease to be an Option Compound and (d) an Excluded Zone Compound shall not be an Option Compound.

Ispronicline Product means any Product that contains Ispronicline as an active ingredient. For purposes of clarity, an Ispronicline Product is also a Product.

Field of Use
Licensee plans to continue development of AZD3480 (TC-1734) in Alzheimer's disease and cognitive deficits in schizophrenia.

Field means the treatment, prevention or diagnosis of Primary Indications and Small Market Indications in humans or animals including Schizophrenia.

Schizophrenia means a condition having the diagnostic criteria for schizophrenia identified in DSM-IV, ICD-10 or any other Diagnostic Manual, but excluding CDS. When used as reference to a field (as distinguished from an indication), Schizophrenia means the treatment, prevention or diagnosis of such a condition.

Small Market Indication means each of the following (a) Vascular Dementia; (b) Dementia due to HIV; (c) Dementia due to head trauma; (d) Dementia due to Parkinson’s disease; (e) Dementia due to Huntington’s disease; (f) Dementia due to Pick’s disease; and (g) Dementia due to Creutzfeldt-Jakob disease; (h) Dementia due to other general medical conditions (including Dementia with Lewy Bodies); (i) substance induced Dementia; (j) Dementia due to multiple etiologies; in each case ((a) through (j)) based on diagnostic criteria included in DSM-IV, ICD-10 or any other Diagnostic Manual; (k) any Newly-Defined Cognitive Disorder or Associated Cognitive Impairment; provided that, in the case of (h) through (k), only if such Dementia, Newly-Defined Cognitive Disorder or Associated Cognitive Impairment has a patient population in the United States of 200,000 or less based on the findings of such pharmaceutical market research organization(s) as Licensee may designate from time to time with Licensor’s consent, not to be unreasonably withheld, conditioned or delayed; and (l) any Additional Small Market Indication. For purposes of clarity, Schizophrenia is not a Small Market Indication.

IPSCIO Record ID: 362534

License Grant
For the Option, Licensor grants an irrevocable option, to be exercised at Licensee’s sole unfettered discretion, to acquire the license described.  The Option may be exercised any time from the Effective Date until March 31, 2009.

For the Grant of License, Licensor grants, commencing immediately upon exercise of the Option and for the term of this Agreement, a non-exclusive license under the Licensed Patents, with the right to grant sublicenses, to develop, have developed, make, have made, use, offer to sell, sell, import and have imported Licensed Products in the Territory in the Field.

License Property
Licensor is the owner of the Licensed Patents for DNA Encoding Recombinant Antibody Molecules End-Specific For Amyloid – B  Peptides, and, Pharmaceutical Compositions Thereof and Method of Preventing or Inhibiting Progression of Alzheimers Disease.

Lead Compound means Licensees antibody directed toward Amyloid Beta, commonly referred to within Licensee xx-04360365

Licensed Product means any product in any dosage form containing the licensed Pfizer Compound, the development, manufacture, use, sale or importation of which product would, absent the license granted by Licensor to Licensee herein, infringe any Valid Claim in any Licensed Patent.

Pfizer Compound means any antibody owned or licensed by Licensee or an Affiliate directed towards Amyloid Beta, including the Lead Compound.

Field of Use
The Field shall mean the treatment, prevention and/or control of all diseases and/or conditions in humans, including but not limited to Alzheimer’s Disease and Mild Cognitive Impairment.

IPSCIO Record ID: 362501

License Grant
For the Option. Licensor grants to the Licensee of England an irrevocable option, to be exercised at Licensees sole discretion, to acquire the license described.

For the Grant of License. when Licensee exercises the option, Licensor grants, commencing immediately upon exercise of the Option and for the term of this Agreement, a non-exclusive, license under the Licensed Patents, with the right to grant sublicenses, to develop, have developed, make, have made, use, offer to sell, sell, import and have imported Licensed Products in the Territory in the Field.

License Property
Licensor is the owner of the Licensed Patents for DNA Encoding Recombinant Antibody Molecules End Specific For Amyloid B Peptides, and, Pharmaceutical Preparations Thereof and Method of Preventing or Inhibiting Progression of Alzheimers Disease.

Licensees Compound means any compound, including but not limited to an antibody directed towards Beta Amyloid.

Licensed Product means any product in any dosage form, the development, manufacture, use, sale or importation of which product would, absent the grant by Licensor to Licensee of the license described herein, infringe any Valid Claim in any Licensed Patent. To avoid any doubt, Licensed Product shall include, without limitation, the Licensees Antibody currently under development for treatment of Alzheimers disease, designated x-933776A

Field of Use
Field means the treatment, prevention and/or control of all diseases and/or conditions in humans, including but not limited to Alzheimers and Mild Cognitive Impairment.

IPSCIO Record ID: 299222

License Grant
The Swiss and U.S. Licensees shall have the right with respect to each Product to obtain a sole and exclusive license, including the right to grant sublicenses, under the Licensor Patent Rights and to use the Licensor Know-How, to make, use, offer for sale, sell and import such Product in the Territory for use in the Field, each, a License.
License Property
Licensor has a development program relating to the neuronal nicotinic alpha-7 receptor, the Program, and owns related intellectual property rights.
Field of Use
Neurological Indication means prophylaxis or treatment of Alzheimers disease, including management of psychotic symptoms of Alzheimers disease, prophylaxis or treatment of mild cognitive impairment (MCI) or treatment of vascular dementia.

Psychiatric Indication means schizophrenia, including management of the manifestations of symptoms of schizophrenia, depression, bipolar disorders, anxiety and ADHD.

IPSCIO Record ID: 273373

License Grant
This Patent assignment and Option and Amended and Restated agreement is to restructure the relationship to terminate and supersede the Prior Agreement with this Amended and Restated Agreement so that the French Licensee will own all rights to the composition of matter patents for CX1632, Licensee will have a worldwide sublicense with respect to products containing CX1632 to the method of use patents licensed by Licensor from The Regents of the University of California, and Licensor will have a worldwide license to Licensor Know-How with respect to products containing CX1632.

For the License of Licensor Know-How, Licensor grants to the French Licensee a perpetual, exclusive, even as to Licensor license, with the right to sublicense, to use the Licensor Know How inside the Field, including to develop, have developed, manufacture, have manufactured, use, commercialize, have commercialized, distribute and have distributed for sale and sell Pharmaceutical Specialties in the Territory limited specifically to use with CX1632 or combination products which include CX1632.

Licensor grants an option between the Effective Date and October 31, 2011, exercisable upon written notice from Licensee, to an exclusive, even as to Licensor sublicense, with the right to further sublicense, to use the University License Rights inside the Field, including to further develop, have developed, manufacture, have manufactured, use, commercialize, have commercialized, distribute or have distributed for sale and sell Pharmaceutical Specialties in the Territory.

Licensor grants an exclusive option during the Option Period, exercisable upon written notice from Licensee, to acquire all right, title and interest in and to the Assigned Licensor Patent Rights.

License Property
The compound is Cordi, A and G Rogers, 3-substituted (1,2,3)-Benzotriazinone Compound for enhancing Glutamatergic Synaptic Responses.
Field of Use
The Field shall mean the use of CX1632 in humans.

CX1632 comprises a pharmaceutical medicine used for treating memory and cognitive impairments in patients with Alzheimer's disease and other disorders.

IPSCIO Record ID: 372521

License Grant
Licensor grants to Licensee of Germany, an exclusive right and license under the Licensor Patent Rights, the Licensor Know-How and Licensors interest in the Joint Patent Rights and Joint Know-How to research, have researched, develop, have developed, register, have registered, use, have used, make, have made, import, have imported, export, have exported, market, have marketed, distribute, have distributed, sell and have sold PET Ligand and Products in the Field in the Territory.

Licensee has the right to develop and commercialize the PET Ligand as set forth.

License Property
Licensor has discovered proprietary compounds of the NMDA class and possesses proprietary intellectual property rights relating thereto, including the Licensor Patent Rights.

Licensor patents and technology relate to Imidazole Derivatives.  The invention relates to novel Imidazole Derivatives which are NMDA receptor subtype specific blockers, useful in the treatment of acute forms of neurodegeneration (stroke, brain trauma) and  of chronic forms of neurodegeneration ( Alzheimers disease, Parkinson, Huntingtons disease, ALS).

The products covered by the License Agreement are xO0678867; xO0693960; xO4378536; xO4394127; xO0631908; and, xO0717626.

The term Compound shall mean any of xO-0631908, xO-0678867, xO-0693960, xO4378536, x0-4394127, xO-0717626 and other compound structures Covered by the patent applications and patents for NMDA-2B receptor antagonists listed to the Agreement, including their salts, polymorphs, crystal forms, esters, hydrates, solvates, chelates, clathrates, metabolites that are NMDA-2B receptor antagonists, pro-drugs, isomers and enantiomers.

The term EVT 101 shall mean xO-4394127.

The term EVT 103 shall mean xO-0717626.

The term PET Ligand shall mean a Compound, with the exception of EVT 101 and EVT 103,
appropriately labelled for use in positron emission tomography for the specific labelling of NMDA NR2B subunit containing receptors in vivo.

Field of Use
The patent portfolio covers NMDA receptor NR2B subtype selective antagonists (the
EVT 100 family) for the treatment of a variety of CNS disorders such as Alzheimer’s disease, neuropathic pain and Parkinson’s Disease.

IPSCIO Record ID: 336365

License Grant
For the Exclusive License in the Territory. Licensor grants to the Licensee of Japan, an exclusive license, under the Licensor Patents that cover the Territory and the Licensor Know-How and Licensors rights under the Joint Inventions and the Joint Patents, to research, develop, make, have made, use, import, market, offer for sale and sell the Licensed Molecules and Products in the Field in the Territory.

For Research and Manufacturing License Outside the Territory, Licensor grants a non-exclusive license, with the right to sublicense, under the Licensor Patents that cover outside of the Territory and the Licensor Know-How and Licensors rights under the Joint Inventions and Joint Patents, to research, develop and manufacture the Licensed Molecules and Products outside the Territory solely for the purpose of advancing the research, development and commercialization of the Licensed Molecules and Products in the Field in the Territory.

License Property
Licensor is developing the Licensed Molecules and Products for use in the Field;  Licensor is a biopharmaceutical company using technology to fuel drug discovery and clinical development of novel treatments for central nervous system disorders.

Licensed Molecules shall mean any and all compounds that arc claimed or covered by an Licensor Patent, including, but not limited to PCAP-872, PCAP-831, PCAP-924 and PCAP-130, and the salts, metabolites and pro-drugs of such compounds.

Product shall mean a pharmaceutical product containing at least one Licensed Molecule, including all dosage forms, formulations, line extensions and modes of administration thereof.

The patents include
–  Amino substituted diary [a,d.] Cycloheptene analogs as muscarinic agonists and methods of treatment of Neuropsychiatric disorders,
–  Use of N-Desmethylclozapine and related compounds as dopamine stabilizing agents, and,
–  Prodrugs of muscarinic agonists and methods of treatment of Neuropsychiatric disorders.

Field of Use
This collaboration agreement is to develop and commercialize a novel class of pro-cognitive drugs to treat patients with schizophrenia and related disorders in Japan and several other Asian countries.

IPSCIO Record ID: 369327

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 315528

License Grant
Licensor (a nonstock, nonprofit Florida corporation, and a direct support organization of the University of South Florida) grants to Licensee a) an exclusive license, limited to the Licensed Field and the Licensed Territory, under the Licensed Patents to make, have made, develop, use, lease, import, export, offer to sell, sell and have sold Licensed Products and/or Licensed Processes, and a non-exclusive license, limited to the Licensed Field and the Licensed Territory, under the Know-How to make, have made, develop, use, lease, import, export, offer to sell, sell and have sold Licensed Products and/or Licensed Processes. Licensor reserves to itself, University, and to all nonprofit entities with which it collaborates the right under the Licensed Patents to make, have made, develop, import and use Licensed Products and Licensed Processes solely for their internal research, clinical and educational purposes.
License Property
The patent is Organic Anion Lithium Ionic Cocrystal Compounds and Compositions.
Field of Use
Licensed Field means the field of LiProSal (lithium co-crystal) for the treatment of Neurodegenerative Diseases excluding Alzheimer’s Disease.

Licensee was formed to acquire and commercialize patented intellectual property and know how to prevent, treat and cure Alzheimer’s disease.

IPSCIO Record ID: 223130

License Grant
Licensor hereby grants to Licensee a permanent, worldwide, exclusive (even as to Licensor) license under Licensors interest in the Licensee Research Patents and Licensee Research Know-How, for any and all purposes; provided, however, that Licensor may exercise such interest solely as necessary to perform its obligations under the Research Program.

Licensor hereby grants to Licensee a worldwide, exclusive license under Licensors interest in the Collaboration Technology to develop, make, have made, use, import, offer for sale, sell, have sold or otherwise exploit (i) Development Candidates for any and all purposes in the Field; and (ii) Licensee-Derived Compounds outside the Field; in each case, alone or as incorporated into a Product.

Licensor hereby grants to Licensee a worldwide, exclusive license under the Licensor Prior Aspartyl Protease Patents to develop, make, have made, use, import, offer for sale, sell, have sold or otherwise exploit Development Candidates for any and all purposes in the Field, alone or as incorporated into a Product.

Licensor hereby grants to Licensee a worldwide, non exclusive license (i) under the Licensor Core Technology and Licensor Know-How as reasonably necessary or useful to develop, make, have made, use, import, offer for sale, sell, have sold or otherwise exploit Development Candidates for any and all purposes in the Field, and (ii) under the Licensor Know-How as reasonably necessary or useful to develop, make, have made, use, import, offer for sale, sell, have sold or otherwise exploit Licensee-Derived Compounds outside the Field; in each case, alone or as incorporated into a Product.  It is understood that the foregoing license under Licensor Core Technology shall not include the right to practice Licensor Core Technology to discover novel compositions outside the Field, and shall only include the right to exploit Development Candidates that are Licensor-Derived Compounds, or that are Licensee-Derived Compounds generated without the use of Licensor Core Technology in accordance with this Agreement.

License Property
Licensee Research Patents shall mean all patents, patent applications and invention disclosures the subject of which is an invention made (i) solely by Licensee personnel in the course of performing the Research Program; or (ii) solely by Licensee personnel during the Exclusivity Period in the course of activities directed to the discovery, research or development of compounds for use in the Field; as well as any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions, supplementary protection certificates, and other governmental actions which extend any of the patent applications or patents in (i) or (ii) above, and all foreign counterparts to any of the foregoing.

Licensee Research Know-How shall mean any information or material, including, but not limited to, discoveries, processes, methods, protocols, formulas, data, non- patented inventions, know-how, and trade secrets of Licensee, made or developed (i) solely by Licensee personnel in the course of performing the Research Program; or (ii) solely by or under authority of Licensee personnel during the Exclusivity Period in the course of activities directed to the discovery, research or development of compounds for use in the Field.

Collaboration Technology shall mean all Research Patents and Research Know-How.
Development Candidate shall mean any Collaboration Compound that is approved by Licensee in its sole discretion as a Development Candidate.

Collaboration Compound shall mean any chemical entity that is a protein, small molecule, or other compound that is synthesized by the Parties pursuant to work conducted under the Research Program and during the Research Term and Derivatives (as defined below) synthesized by a Party or its Affiliates on behalf of a Party prior to the third (3rd) anniversary of the end of the Research Term, and shall include any Licensee-Derived Compound or Licensor-Derived Compound, as the case may be.

Licensor Prior Aspartyl Protease Patents shall mean all patents and patent applications controlled by Licensor as of the Effective Date that claim small molecule inhibitors of Aspartyl Proteases, together with any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions, supplementary protection certificates, and other governmental actions which extend any of the patent applications or patents listed, and any all foreign counterparts of any of the foregoing.

Licensor Prior Aspartyl Protease Patents

SU-2400 P1 – Aspartyl Protease Inhabitors
SU-2499 P2 – Aspartyl Protease Inhabitors
SU-2600 P1 – Constructs for Homogeneously Processed Preparations of Beta Site APP-Cleaving Enzyme

Licensor will contribute an initial series of small molecule inhibitors and apply its proprietary fragment-based drug discovery 'Tethering' technology, a process in which the target selects fragments with binding affinity for a specific region on the target surface, to discover additional novel series of small molecules. The initial target in the collaboration is BACE ;-amyloid precursor protein-cleaving enzyme), an enzyme that mediates the deposition of amyloid plaque in the brain.

Field of Use
This agreement pertains to the drug industry relating to the field that shall mean the research, development and commercialization of Collaboration Compounds for any or all therapeutic indications of small molecule modulators of the Target.

The research collaboration agreement  is to discover novel oral therapeutics for the treatment of Alzheimer's disease.

IPSCIO Record ID: 344537

License Grant
The Canadian Licensor grants an exclusive right and license or sublicense during the Term under the Licensed Licensor Rights to research, develop, make, have made, use, sell, distribute and import Compounds and Collaboration Products in the Field throughout the Territory pursuant to a Research and Development Program or a Commercialization Program; provided, that, Licensor retains, for itself and its Affiliates, the rights under the Licensed Licensor Rights, to research, develop, make, have made, use, sell and import Compounds and Collaboration Products in the Field throughout the Territory in order to conduct those activities assigned to it in a Research and Development Program or a Commercialization Program.  Notwithstanding the foregoing, the license shall exclude the right to make or use, other than to internally make or use for research purposes in the Field, develop, import, sell or offer for sale  Non-ND Partner Selected Compounds, and Products containing Non-ND Partner Selected Compounds, Licensor Non-ND Selected Compounds and Products containing Licensor Non-ND Selected Compounds, and Opt-Out Non-ND Partner Selected HDAC Inhibitors and Products containing Opt-Out Non-ND Partner Selected HDAC Inhibitors.

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

License Property
Licensor has developed and owns and/or controls patents and patent applications claiming pan and isotypic selective small molecule inhibitors directly, specifically and solely targeting HDAC enzymatic activity, an enzyme family regulating gene expression, has the biological tools for research into HDAC expression in diseases, and has medicinal, combinatorial, analytical and computational expertise to design and synthesize HDAC inhibitors as well as other possible therapeutics in the Field.

Compounds means compounds that were or are identified, synthesized, discovered, designed or acquired by or on behalf of (A) Licensor or its Affiliates either prior to the date hereof or during the Term, (B) Licensee or its Affiliates during the term of the Research and Development Program, or (C) a Non-ND Partner or its Affiliates either prior to the date hereof or during the Term, but only if during the term of a Non-ND Research Program; either are HDAC Inhibitors or (b) are developed pursuant to the Collaboration (subject to the last sentence of this defined term Compound); possess certain basic drug characteristics and range of chemotypes with pan and sub-type selective HDAC inhibition characteristics, as mutually agreed to by the Parties from time to time; and are used or useful in the Field.

HDAC means HDAC Class I and HDAC Class II, collectively.

HDAC Inhibitors means Small Molecules that directly inhibit HDAC Class I or HDAC Class II enzymatic activity or which have therapeutic effect through the inhibition of HDAC Class I or HDAC Class II enzymes.

Licensor Program Compounds means the approximately(± 5%) 1014 Compounds.

Field of Use
The rights is to Licensor's HDAC inhibitors for specific neurodegenerative diseases.

Field means the treatment or prevention of Huntingtons disease, Parkinsons disease, Alzheimers disease, and the Other Neurodegenerative Diseases using an HDAC Inhibitor or any Compound developed pursuant to the Collaboration; provided, however, that the term Field shall cease to include ALS or Dementia if, as to a particular Subject Indication.

'Applicable Field' means the Field, but only as to the disease indications within the Research and Development Program that is the subject of a Back-Out (i.e., the AD R&D Program, the HD R&D Program or the PD R&D Program), in each case including any of the Other Neurodegenerative Diseases.

IPSCIO Record ID: 239026

License Grant
For selected targets, Licensor grants to Licensee and its Affiliates, within the Territory, a non-exclusive right and license, without any right to sublicense, except as set forth below,  under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and a co-exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Program Intellectual Property to identify and validate Selected Targets, other than Selected Targets that have become Licensee Inactive Selected Targets, Licensor Inactive Selected Targets, Licensee Targets or Licensor Targets, for the identification, evaluation and optimization of Small Molecule Compounds that are active against such Selected Targets for use in the CNS Field,  identify Small Molecule Compounds that are active against such Selected Targets through the use of such Selected Targets and undertake preclinical research and evaluation of Program Compounds, in each case in the conduct of the Research Program.

For the Inactive Selective Targets, Licensor grants to Licensee and its Affiliates, within the Territory,  a non-exclusive right and license, without any right to sublicense, except as set forth below,  under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and an exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Program Intellectual Property to validate Licensee Inactive Selected Targets for the identification, evaluation and optimization of Small Molecule Compounds that are active against such Selected Targets for use in the CNS Field,  identify Small Molecule Compounds that are active against such Licensee Inactive Selected Targets through the use of such Licensee Inactive Selected Targets and undertake preclinical research and evaluation of Small Molecule Compounds that are active against such Licensee Inactive Selected Targets.

For the Licensee targets, Licensor grants to Licensee and its Affiliates, within the Territory,  a non-exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and an exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Program Intellectual Property to identify Small Molecule Compounds that are active against Licensee Targets through the use of such Licensee Targets and undertake preclinical research and evaluation of Small Molecule Compounds that are active against such Licensee Targets.

For the Grants of Development and Commercialization Licenses, Licensor grants to Licensee and its Affiliates, within the Territory, an exclusive right and license, with the right to sublicense, under Licensors rights in the Program Intellectual Property to develop, make, have made, import, use, have used, offer for sale, sell and have sold Licensee Development Compounds and Licensee Products.

License Property
Licensor is engaged in the identification and validation of targets for use in the discovery of compounds potentially useful to prevent or treat diseases and conditions of the central nervous system.

Small Molecule Compound means a chemical compound having a molecular weight of less than 1,000 Daltons, as well as conjugates of such chemical compounds to larger molecules to improve the delivery bioavailability and/or pharmacokinetic properties of such chemical compound.

Licensors Product means a pharmaceutical product containing a Licensor Development Compound as an active ingredient.

Selected Target means any Target that is selected for research by the Joint Management Committee.

Field of Use
Both Parties are each in the business of discovering, developing and commercializing pharmaceutical products.

CNS Field means the prevention, palliation, control or treatment in humans of depression, schizophrenia, bipolar disease, dementia, anxiety, attention deficit hyperactivity disorder, anorexia nervosa and other affective disorders, Alzheimers disease and other cognitive disorders, Parkinsons disease, amyotrophic lateral sclerosis and other neurodegenerative disorders, pain, epilepsy, insomnia, narcolepsy and other sleep disorders, substance abuse and migraine.

IPSCIO Record ID: 314349

License Grant
Licensor hereby grants to Licensee a nonexclusive, worldwide right and license Under Licensor Intellectual Property, with the right to grant sublicenses without Licensors approval to Licensee Affiliate(s) and otherwise with Licensors approval, which approval shall not be unreasonably withheld, to identify, make, have made, import, modify, use, develop, test and file for regulatory approval on Licensee Compounds and/or Licensor Compounds for the benefit of Licensees discovery, development and commercial preparation of Licensee Compounds and/or Licensor Leads for use in the  Field.

Licensor hereby grants to Licensee a nonexclusive, perpetual worldwide license to make, have made, import, use, and/or develop any Program Invention(s), for which one or more employees of Licensor is/are the only Inventor(s) of such Program Invention and for which Licensee has a nonexclusive license, a nonexclusive right and license, during the Research Term, to practice any Program Invention and/or Joint Program Invention assigned to Licensor.

Licensor hereby grants to Licensee a perpetual, worldwide right and license under Licensor Intellectual Property, as applied specifically and solely to Licensee Compounds and/or Licensor Leads, with the right to grant sublicenses, to make, have made, modify, import, use, promote, offer to sell and sell Licensee Compounds and/or Licensor Leads for any purpose.

License Property
Product shall mean (a) any pharmaceutical formulation(s) containing one or more Licensee Compounds and/or Licensor Leads which is/are intended and promoted for human or animal use; or (b) a diagnostic product comprising one or more Licensee Compounds and/or Licensor Leads that is intended and promoted for the detection and/or monitoring of mycotic infections or diseases in humans, animals or plant protection; or (c) a plant protection formulation comprising one or more Licensee Compounds and/or Licensor Leads that is intended and promoted for the treatment, cure or prevention of mycotic  diseases or infections in plants.

Licensee Compound shall mean any synthetic chemical compound or biological material, which compound or material
        A.  is represented in compound libraries/collections owned or controlled by Licensee and/or Licensee Affiliate (where Affiliate' is defined hereinbelow) as of the Effective Date, whether or not the same compound or material is represented in compound libraries/collections owned or controlled by Licensor and/or Licensor Affiliate as of the Effective Date; or
        B.  is acquired by or prepared by Licensee independently of the Research Program; or
        C.  is acquired or prepared by Licensee under the Research Program, including any analog of any Licensor Compound (as defined hereinbelow) prepared by Licensee, but excluding any Licensor Compound prepared by Licensee; or
        D.  is discovered or identified by or for Licensee based on criteria developed under the Research Program.

Licensor Compound shall mean any synthetic chemical compound or biological material that has demonstrated antifungal activity according to Licensors translation inhibition screening assays, which  
        A. is either owned by or licensed, with permission to sublicense, to Licensor as of the Effective Date, including but not limited to a compound or material provided to Licensee by Licensor under the provisions of the Material Transfer Agreement between Licensor and Licensee effective June 7, 1995; or
        B. is in-licensed by, with the right to sublicense, or acquired by Licensor during the Research Term and which does not correspond to an Licensee Compound within Licensees or an Licensee Affiliates libraries/collections prior to the date of acquisition by Licensor; or
        C. is any salt, ester, amide, complex, chelate, hydrate, isomer, stereoisomer, crystalline or amorphous form, prodrug, metabolite, metabolic precursor, or analog of any of the above included compounds or materials.

Program Inventions shall mean all inventions, innovations, improvements, ideas, discoveries, technology, know-how, methods, applications and products (whether or not patentable) arising under the Research Program, which are conceived, derived, reduced to practice, made or developed during the term of and the four (4) months following conclusion of the Research Program by one or more individuals who are employees of one of the parties at the time of the inventive contribution of such individual(s).

Joint Program Inventions shall mean all inventions, innovations, improvements, ideas, discoveries, technology, know-how, methods, applications and products (whether or not patentable) arising under the Research Program, which are conceived, derived, reduced to practice, made or developed during the term of and the four (4) months following the conclusion of the Program by at least two individuals, at least one individual of which is an employee, at the time of the inventive contribution of such individual, of one of the parties hereto, and at least  one individual of which is an employee, at the time of the inventive contribution of such individual, of the other party hereto.

Licensor Lead shall mean a Licensor Compound which (a) in the judgment of the JMT under the Research Program, demonstrates selective fungal translation inhibition according to Licensors mycotic in vitro translation assays and mammalian in vitro translation assays; and (b) demonstrates an MIC equal to or less than 25ug/ml v. Candida albicans CCH 442, or such other Candida strain(s) agreed upon by the JMT; and (c) has a chemical structure amenable to modification through medicinal or combinatorial chemistry, as judged by the JMT. A compound or material shall cease to be a Licensor Lead if, after three (3) twelve (12) – month periods following the termination or expiration of the Research Term, Licensee has not Identified such compound or material to Licensor as among the up to ten (10) Licensor Leads that Licensee has selected as being those to which Licensee desires to retain exclusive rights, to the extent that Licensor can grant such exclusive rights.

Licensor is a drug discovery company focused on the identification of novel leads and the development of potential drug candidates for the treatment of infectious diseases.

Field of Use
Field shall mean the treatment, mitigation, cure, prevention, detection, and/or monitoring of fungal (mycotic) infections or diseases, not including those caused by Pneumocystis carinii, in humans, animals and/or plant protection.

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: 352729

License Grant
For the Option Grant, Licensor grants Licensee the exclusive option to obtain the License.

Upon ’s Licensees exercise of the Option, Licensor grants a worldwide, irrevocable, exclusive license, with the right to sublicense, under the Licensors Patents, Know-How and interest in the Joint Inventions and Joint Patents, to make, have made, use, sell, offer for sale and/or import Licensed Compounds and Products comprising Licensed Compounds in the Field in the Territory, and a worldwide, irrevocable, non-exclusive license, with the right to sublicense, under the Licensor Technical Information to make, have made, use, sell, offer for sale and/or import Licensed Compounds and Products comprising Licensed Compounds in the Field in the Territory, collectively the License.

License Grant Upon Expiration of the Royalty Term. SGI hereby grants to GSK a worldwide, non-exclusive fully paid-up license, with the right to sublicense, under the SGI Know-How and SGI Technical Information to continue to make, have made, use, sell, offer for sale and/or import Licensed Compounds and Products comprising Licensed Compounds in the Field in the Territory upon Expiration in Entirety.

License Property
Licensor owns or possesses certain intellectual property with respect to the discovery and development of novel drug compounds, and believes that certain of these drug compounds may have the potential to be used therapeutically for the treatment of human cancer and other diseases.

CLIMBâ„¢ or CLIMB means that certain proprietary process, comprising hardware, software, bench chemistry, synthesis, analysis and testing used by Licensor for the purpose of the discovery, evaluation and development of new chemical entities.

Compound means any inhibitor of DNA methyltransferases, including DNA methyltransferase 1 (DNMT·1) and/or DNA methyltransferase 3 (DNMT-3) owned or Controlled by SGI, as well as  any pro-drugs of such compounds, any metabolites of such compounds having DNMT target activity, all stereoisomers of such compounds including salts, and any solvates or polymorphs of such compounds. Compound will not include Decitabine (S-aza-2 – deoxycytidine) and all stereoisomers, salts, polymorphs, esters and acids of Decitabine, Vidaza'•, or analogues of azacitidine. Compound will also not include polynucleosides or polynucleotides comprising at least one base of cytidine or its derivatives or analogues, including Decitabine.

Field of Use
The Field of use means the treatment, prevention, palliation or diagnosis of any disease or condition adverse to human or animal health.

Epigenetics refers to the regulation of genes with mechanisms other than changes to the underlying DNA sequence. Epigenetic processes are widely believed to play a central role in the development and progression of almost all cancers.

IPSCIO Record ID: 239605

License Grant
For grant of research license, for Selected Targets, Licensor grants to Licensee and its Affiliates, within the Territory,  a non-exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and a co-exclusive right and license,without any right to sublicense, except as set forth below, under Licensor s rights in the Program Intellectual Property to identify and validate Selected Targets, other than Selected Targets that have become Licensor Inactive Selected Targets, Licensee Inactive Selected Targets, Licensor Targets or Licensee Targets, for the identification, evaluation and optimization of Small Molecule Compounds that are active against such Selected Targets for use in the CNS Field,  identify Small Molecule Compounds that are active against such Selected Targets through the use of such Selected Targets and undertake preclinical research and evaluation of Program Compounds, in each case in the conduct of the Research Program.

For Licensee Inactive Selected Targets,  Licensor hereby grants to Licensee and its Affiliates, within the Territory, a non-exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and an exclusive right and license (without any right to sublicense, except as set forth below) under Licensors rights in the Program Intellectual Property to validate Licensee Inactive Selected Targets for the identification, evaluation and optimization of Small Molecule Compounds that are active against such Selected Targets for use in the CNS Field, identify Small Molecule Compounds that are active against such Licensee Inactive Selected Targets through the use of such Licensee Inactive Selected Targets and undertake preclinical research and evaluation of Small Molecule Compounds that are active against such Licensee Inactive Selected Targets.

For the Licensee Targets, Licensor grants to Licensee and its Affiliates, within the Territory,  a non-exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Licensor Background Materials and the Licensor Background Technology and an exclusive right and license, without any right to sublicense, except as set forth below, under Licensors rights in the Program Intellectual Property to identify Small Molecule Compounds that are active against Licensee Targets through the use of such Licensee Targets and undertake preclinical research and evaluation of Small Molecule Compounds that are active against such Licensee Targets.

For the Grants of Development and Commercialization Licenses. Licensor grants to Licensee and its Affiliates, within the Territory, an exclusive right and license, with the right to sublicense, under Licensors rights in the Program Intellectual Property to develop, make, have made, import, use, have used, offer for sale, sell and have sold Licensee Development Compounds and Licensee Products.

License Property
Small Molecule Compound means a chemical compound having a molecular weight of less than 1,000 Daltons, as well as conjugates of such chemical compounds to larger molecules to improve the delivery bioavailability and/or pharmacokinetic properties of such chemical compound.

Licensors Product means a pharmaceutical product containing a Licensor Development Compound as an active ingredient.

Selected Target means any Target that is selected for research by the Joint Management Committee.

Field of Use
Both Parties are each in the business of discovering, developing and commercializing pharmaceutical products.

CNS Field means the prevention, palliation, control or treatment in humans of depression, schizophrenia, bipolar disease, dementia, anxiety, attention deficit hyperactivity disorder, anorexia nervosa and other affective disorders, Alzheimers disease and other cognitive disorders, Parkinsons disease, amyotrophic lateral sclerosis and other neurodegenerative disorders, pain, epilepsy, insomnia, narcolepsy and other sleep disorders, substance abuse and migraine.

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