Royalty Report: Drugs, Drug Discovery, Disease – Collection: 367570

$150.00

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

Description

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

Primary Industries

  • Drugs
  • Drug Discovery
  • Disease
  • Therapeutic
  • Cancer
  • Technical Know How
  • Pharmaceuticals
  • Alzheimer’s disease
  • ribonucleic acid
  • Assay
  • Bacterial Infection

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: 367570

License Grant
By this agreement, the Parties will jointly carry out research and development programs to discover and develop boron-based small molecule compounds directed against four targets.

For the Options, Licensor grants the exclusive right, exercisable at Licensees sole discretion, to elect to include any or all of the following as Licensee Development Compounds
–  With respect to Project 1 the Candidate Selection Compound or PoC Compound, as applicable, from Project 1 that triggered Licensees right to exercise its Candidate Selection Option or PoC Option, as applicable, all Back-Up Compounds and Follow-On Compounds with respect thereto, and  all other Collaboration Compounds under development in Project 1 that are Hits;
–  With respect to each TPP Subprogram in Project 2, the PoC Compound from such Target Product Profile or TPP Subprogram in Project 2 that triggered Licensees right to exercise its PoC Option, all Back-Up Compounds with respect thereto, and all other Collaboration Compounds included within such TPP Subprogram in Project 2 that have at a minimum achieved the Lead Declaration Criteria, as confirmed by the JRC;
–  With respect to Project 3, the PoC Compound that triggered Licensees right to exercise its PoC Option, all Back-Up Compounds with respect thereto, and all other Collaboration Compounds included in Project 3 that have at a minimum achieved the Lead Declaration Criteria, as confirmed by the JRC; and
–  With respect to each TPP Subprogram in Project 4, the PoC Compound that triggered Licensees right to exercise its PoC Option, all Back-Up Compounds with respect thereto, and all other Collaboration Compounds included within such TPP Subprogram in Project 4 that have at a minimum achieved the Lead Declaration Criteria, as confirmed by the JRC.

For the Research Collaboration, Licensor grants a non-exclusive license under the Licensor IP, solely as and to the extent necessary or important to conduct activities for which Licensee is responsible under the Research Plans during the Research Collaboration Term.

For the Development and Commercialization, Licensor grants the exclusive right and license in the Territory, with the right to grant sublicenses, under the Licensor IP to make, have made, use, sell, offer for sale and import the Licensee Collaboration Compounds as and into Products in the Field during the Term.

License Property
Licensor possesses proprietary technology and know-how related to the discovery, identification, synthesis and development of boron-based small molecule drug candidates.

Target means any of the following the hepatitis C virus protease; LeuRS;  P-lactamase; or the Designated Target, which target shall be selected from the following two targets transpeptidase and signal peptidase.

Licensor Compound means a boron-containing small molecule compound Controlled by Licensor or a Licensor Affiliate.

LeuRS means bacterial leucyl tRNA synthetase.

PoC Compound means a Collaboration Compound resulting from PoC Trials.

Field of Use
The research and development collaboration is for the discovery, development and worldwide commercialization of boron-based systemic anti-infectives.

The Field means any use or purpose, including the treatment, palliation, and/or prevention of any human or animal disease, disorder or condition; provided, however, that the Field shall specifically exclude the treatment, palliation, and/or prevention of onychomycosis.

Onychomycosis is a fungal infection of the nails that causes discoloration, thickening, and separation from the nail bed.

IPSCIO Record ID: 24743

License Grant
This agreement is for the discovery and development of boron-based small molecule compounds directed against the Target.

Licensor desires to grant an exclusive license under Licensor Exclusively Licensed IP to make, have made, use, sell, offer for sale and import Products throughout the Territory.

To facilitate the Research Collaboration, either Party the Transferor, shall upon request by the other Party provide the other Party certain biological materials or chemical compounds, such as cell based assays or research tools owned by or licensed to the Transferor.

For the License at the time the Transferor provides Materials to the Recipient, the Transferor does grant to the Recipient, a non-exclusive license under the Material IP Controlled by the Transferor or its Affiliates to use such Materials for the purpose set forth in the Transfer Record.

For the Development And Commercialization, Licensor grants the exclusive right and license in the Territory, with the right to grant sublicenses, under the Licensor Exclusively Licensed IP, to make, have made, use, sell, offer for sale, import and otherwise exploit the Licensee Development Compounds and any Derivatives thereof as and into Products during the Term.

For Licensee's Derivatives Research, following Licensee's exercise of the PoC Option and the expiration or termination of the Research Collaboration Term, Licensor grants a non-exclusive, worldwide license under the Licensor Exclusively Licensed IP, commencing upon the expiration or termination of the Research Collaboration and continuing for the remainder of the Term, solely to conduct the research described.

License Property
Licensor possesses proprietary technology and know-how related to the discovery, identification, synthesis and development of boron-based small molecule drug candidates.

Licensor has discovered five clinical compounds which are currently in development, including its three lead programs AN2690, a topical antifungal for the treatment of onychomycosis; AN2728, a topical anti-inflammatory PDE-4 inhibitor for the treatment of psoriasis; and GSK 2251052, or GSK ‘052 (formerly referred to as AN3365), a systemic antibiotic for the treatment of infections caused by Gram-negative bacteria.

Licensor's Exclusively Licensed IP means, collectively, Licensor's Compound IP with respect to the Licensee Development Compounds; Licensor's Target Patents; Licensor's Target KnowHow; Collaboration Compound IP with respect to the Licensee's Development Compounds that is owned or Controlled by Licensor on the Effective Date or at any time during the Term; Licensee's Development Compound IP owned or Controlled by Licensor on the Effective Date or at any time during the Term; and to the extent not included in the foregoing, Licensor's Patents with respect to the Licensee's Development Compounds or Products.

Licensor Compound means any small molecule compound that is generated or discovered by Licensor during the Term or is within Licensor's existing compound bank, is within the Field and is a Ribosomal Peptidyl Transferase Center inhibitor that displaces radioactive linezolid from P. acnes ribosomes (1µM) with an IC5O of 10 µMor less.

Antibiotic means a compound with a minimum inhibitory concentration (MIC) against P. acnes of less than 8 µg/ml.

Target means the Ribosomal Peptidyl Transferase Center (PTC) of the P. acnes ribosome.

Field of Use
The field means the use of a human Antibiotic for the treatment, palliation. or prevention of any human disease, disorder or condition.

This target indication is for acne.

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: 280326

License Grant
The parties wish to enter into a collaboration employing Licensees medicinal chemistry, analytical chemistry and primary biology capabilities and Licensors chemistry, in vitro biology, and in vivo biology capabilities, in order to develop and commercialize pharmaceutical compounds subject to and in accordance with the terms and conditions of this Agreement (the “Collaboration”).

License to Commercialize Collaboration Compounds – With respect to all Collaboration Compounds for which Licensee has received Licensors approval to develop and commercialize, Licensor grants to Licensee a worldwide, exclusive license, with the right to sublicense, under the Licensor IP and Licensor’s 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, perpetual, exclusive, royalty-free license, with the right to sublicense, under Licensors interest in the Collaboration IP, to exploit for any and all purposes all compounds (other than Collaboration Compounds) derived, directly or indirectly, from Licensee Compounds.

Research Licenses – The Parties hereby grant each other non-exclusive, worldwide, royalty-free research licenses, without the right to sublicense, under their respective interests in the Licensee IP, Licensor IP and Collaboration IP, in order for each Party to perform its research obligations pursuant to Research Plans during the Collaboration Term.

License Property
Collaboration Compound shall mean a Licensee Compound or a Non-Exclusive Compound or a compound that is derived, directly or indirectly, from a Licensor 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 Licensee or Licensor 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 Licensor Compound, Licensee 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.

Licensee IP shall mean Licensee Patents and Licensee Know-how.  Licensee IP shall not include any intellectual property owned or licensed by Licensee 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).

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

Licensor 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.

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.

IPSCIO Record ID: 324839

License Grant
Licensor grants an exclusive, worldwide license, including the right to grant sublicenses, to make, have made, use, offer for sale, sell, have sold and import Licensed Products in the area under all of Licensors licensable rights in the Intellectual Property and Patent Rights.
License Property
Licensor has expertise in the biochemistry and molecular biology of tRNA synthetases from microorganism and human sources.

AMINOACYL-tRNA Synthetases means those enzymes responsible for the aminoacylation of tRNA molecules with their cognate amino acid.

Anti-infective agent means any compound resulting from the Collaboration with inhibitory activity/against a Program tRNA Synthetase or any other AMINOACYL-tRNA Synthetase.

Compound means any chemical entity or natural product sample that is identified as a HIT or synthesized in the Medicinal Chemistry and Drug Discovery Program; provided, however, that the term Compound shall not mean or include any Restricted Compound.

HIT means any compound in the Licensee Compound Library which, in the course of the Primary Screening Program, is shown to meet the criteria for inhibitory activity against a Program tRNA Synthetase, as such criteria is set forth in the Research Plan.

Field of Use
The field of use, or area, means research or development with respect to Anti-infective Agents useful in the prevention, treatment or management of any disease states in human beings, animals or plants.

IPSCIO Record ID: 203240

License Grant
Pursuant to this Agreement, Licensor will undertake and be responsible for the conduct of the Research Program, the Early Development Program(s) and all PoC Trials.

For commercialization, Licensor grants to the Licensee of England, the exclusive, right and license in the Territory, with the right to grant sublicenses, under all of Licensors rights, title and interest in and to the Licensors Technology, to make, have made, use, sell, offer for sale and import the Progressed Compounds which are the subject of each of such Product Options as and into Product Candidates and as and into Licensed Products in the Field during the Term of this Agreement.

For Trademarks for licensed Products, Licensor shall assign its rights and title to such trademark(s) to Licensee, upon request.

Licensor grants the exclusive right, exercisable at Licensees sole discretion, to elect to obtain exclusive worldwide rights to continue to develop and commercialize at least four (4) and no more than six (6) Option Compounds (and their associated Back-up Compounds), as Product Candidates and into Licensed Products.

License Property
Licensor possesses proprietary technology and know-how related to the research, discovery, identification, synthesis and development of small molecule drug candidates targeting certain chemokine receptors.  CCR9 shall mean that certain chemokine receptor.

The patents include Sulfonamides, Piperazines and derivatives for inflammation and immunes.

Traficet-EN is intended to control the inflammatory response underlying inflammatory bowel disease, or IBD, by targeting the chemokine receptor known as CCR9. In adults, CCR9 is found primarily on a population of T cells, a subset of the body’s inflammatory cells, that migrate selectively to the digestive tract.

CCX354 targets the chemokine receptor known as CCR1. Synovial fluid from the joints of RA patients contains high levels of activated CCR1 chemokine ligands. Blocking CCR1 is intended to reduce inflammation and prevent subsequent joint destruction by suppressing the infiltration of inflammatory cells into the arthritic joint.

Traficet-EN (CCX282 or GSK’786) — Our most advanced drug candidate, currently in three pivotal Phase III clinical trials being conducted by our partner for the treatment of patients with moderate-to-severe Crohn’s disease.

Field of Use
Licensee possesses expertise in the pharmaceutical research, development, manufacturing and commercialization of human pharmaceuticals, and Licensee is interested in developing such small molecule drug candidates as drug products;

Field shall mean any use or purpose, including without limitation the treatment, palliation, and/or prevention of any human or animal disease, disorder or condition; provided, however, that the Field shall specifically exclude the commercialization of protein therapeutics directed against Collaboration Targets.

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: 203296

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

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

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

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

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

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

IPSCIO Record ID: 369410

License Grant
Licensor grants to Licensee of England and Wales the exclusive option, exercisable on a Licensor Program-by-Licensor Program basis at GSKs sole discretion, to obtain the exclusive license.

Licensor shall be hereby deemed to have granted and hereby grants to Licensee the exclusive right and license, even as to Licensor and its Affiliates, except for the limited purpose of conducting Research and Development activities with respect to Back-up Compounds or formulations in the Territory, with the right to grant sublicenses, right, title and interest in and to the Exclusively Licensed lP to make, have made, use, sell, offer for sale and import Compounds under such Licensor Program as and into Licensee Products in the Field during the Term.

For the Technology Transfer after Option Exercise,  Licensor shall deliver to Licensee, all Information and material in its possession and Control relating to the Compounds, in such Licensee Development Program, and any other such Information as may be in Licensors Control and in the possession of any subcontractors appointed by Licensor.

License Property
Licensor possesses proprietary technology and know-how related to the discovery, identification, synthesis and development of oligonucleotides as drug candidates.

This strategic alliance is to discover, develop and commercialize novel inhibitors of endosomal Toll-like Receptors (TLRs) for the treatment of immuno-inflammatory diseases.  TLRs are key receptors of the innate immune system that can induce strong inflammatory responses.

Compound means each compound comprising an oligonucleotide-based immunoregulatory sequence (IRS) that inhibits IC50 < 200nM in a cellular assay.

Field of Use
The strategic alliance is to discover, develop, and commercialize endosomal TLR inhibitors for diseases such as lupus, psoriasis, and rheumatoid arthritis

The Field means any use or purpose, including without limitation, the treatment, palliation, prevention and/or diagnosis of any human or animal disease, disorder or condition, whether as a prescription pharmaceutical product or over-the-counter medicine or otherwise.

This agreement will carry out up to three different research and development programs to discover and develop oligonucleotides as inhibitors of certain toll-like receptors or combinations thereof.

IPSCIO Record ID: 299249

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 211827

License Grant
The parties wish to collaborate in a chemical lead and drug discovery program.  This agreement has an exclusive period.  Licensee has a non-exclusive right to use Licensors Technology as necessary to conduct activities under the Research Program.  Additionally, Licensor grants an exclusive, worldwide license, with the right to sublicense to use such Licensor Technology as is necessary to make, have made, use, have used, sell, have sold, import and export Active Compounds, Development Compounds and/or Products in the Territory.
License Property
Licensor has developed, licensed and/or owns certain drug discovery technology and intellectual property rights, including chemical library design software, multi-parallel synthesis and purification methods, chemical libraries suitable for high throughput biological screening assays and medicinal chemistry (collectively, 'CombiChem Technology').

Licensee desires to utilize CombiChem Technology for its drug discovery activities under Licensee know-how concerning the identification and characterization of novel small molecule inhibitors for development as therapeutics for treatment of diseases in humans.

Licensee and its Affiliates have developed and own certain drug discovery and intellectual property rights, including certain assays, methods and know how regarding the Initial Target, among other things (collectively 'ICOS Technology').

The Product means any product containing an Active Compound or Development Compound with such compound as the active ingredient or one of the active ingredients, which is the subject of one or more claims under a Collaboration Patent and which is granted regulatory approval by the governing health regulatory authority of the applicable country for marketing in the Field.

The Product means any product containing an Active Compound or Development Compound with such compound as the active ingredient or one of the active ingredients, which is the subject of one or more claims under a Collaboration Patent and which is granted regulatory approval by the governing health regulatory authority of the applicable country for marketing in the Field.

Field of Use
The Field means all therapeutic indications in humans for any Target against which a Collaboration Compound, Active Compound, Development Compound or Products may be directed.

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: 273856

License Grant
The Dutch Licensor grants Licensee a worldwide, exclusive, license with the right to sublicense under the Licensor Base Technology, Licensors interest in the Developed Technology and any other enabling technology Controlled by Licensor to make, have made, and use Reverted Lead Compounds in order to make, have made, use, import, offer for sale and sell products based thereon.
License Property
Collaboration Product means any therapeutic or prophylactic product that contains a Second Research Term Lead Compound or Derivative Compound thereof or an Optionable Development Candidate.

Lead Compound means a Licensee Compound, other than a Non-Designated Lead Compound or Non-Designated Development Series, which meets the criteria set forth and is available for license to Licensor pursuant to the terms and conditions of this Agreement. For clarification purposes, it is understood that Licensor can independently find compounds against the Target from its own discovery activities. These compounds will not be designated as Lead Compounds if Licensor, as shown by contemporaneous documentation, has developed these compounds independently of the intellectual property described in agreement. Further, it is understood that Lead Compounds with respect to a Target shall not include a compound if information about such compound’s activity against the Target already was in the public domain.

Field of Use
This agreement pertains to the drug industry.

IPSCIO Record ID: 324840

License Grant
Licensor grants a worldwide right and license under any Licensor Technology and Licensor Patent Rights (A) to run the Primary Screening Program to identify inhibitors of any Program tRNA Synthetase, and (B) to conduct research and drug development of Hits, Lead Compounds and Approved PLP Compounds resulting from the Primary and/or Secondary Screening Programs pursuant to, and in accordance with, the terms and conditions of this Agreement.  The research term rights are exclusive.

Licensor grants a worldwide, nonexclusive right and license under any Licensor Technology and Licensor Patent Rights to screen Hits, Lead Compounds and Approved PLP Compounds in a Secondary Screening Program in order to identify inhibitors of any eubacterial, fungal and human Aminoacyl-tRNA Synthetases.

License Property
Aminoacyl-tRNA Synthetases means those enzymes responsible for the aminoacylation of tRNA molecules with their cognate amino acids.

Program tRNA Synthetases mean the eubacterial Aminoacyl-tRNA Synthetases that charge the amino acids valine (VAL), glycine (GL Y), arginine (ARG), phenylalanine (PHE), histidine (HIS) and the fungal Aminoacyl-tRNA Synthetase that charges the amino acid tyrosine (TYR).

Covered Product means a product approved for marketing in a country for the diagnosis, treatment or prevention of human disease indications and (i) which has Inhibitory Activity against an Aminoacyl-tRNA Synthetase.

Field of Use
The Field means the use of a Hit, Lead Compound, Approved PLP Compound or Product in the research, testing, prevention, diagnosis and treatment of human disorders, diseases, and conditions.

Area means research or development of compounds or agents having Inhibitory Activity useful in the treatment, prevention, or management of disease states in human beings.

IPSCIO Record ID: 282831

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

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

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

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

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

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

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

IPSCIO Record ID: 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: 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: 279318

License Grant
For the exclusive license, Licensor grants to the Licensee of Japan an exclusive right and license in the Territory under Licensors interest in the Collaboration Patent and the Collaboration Know-How, with a right to sublicense, to develop, make, have made, use, offer for sale and/or sell, import and export any Active Compound, Active Claimed Compound and/or Derivative Compound, and, also with a right to sublicense, to develop, make, have made, use, import and export, offer for sale and/or sell any Collaboration Product or Product.

For the Non-Exclusive Licenses for
—  The Collaboration Technology, Licensor grants to a non-exclusive, sublicensable license in the Territory under Licensors interest in the Collaboration Patent and the Collaboration Know-How, to develop, make, have made, use, offer to sell, sell, import and export any Inactive Compound or Claimed Compound, other than Active Claimed Compounds, and upon Licensees discovery that a particular Inactive Compound or such Claimed Compound is active against a particular target, the right to negotiate to obtain the exclusive rights to such Inactive Compound or Claimed Compound, in each case in the Territory.
—  The Pre-existing Licensor Patents, In the event that the development, making, having made, use, offer for sale, sale, import and export by Licensee of any Active Compound, Inactive Compound, Active Claimed Compound, Claimed Compound or Derivative Compound, any Collaboration Product, Product or any product containing an Inactive Compound, a Claimed Compound or Derivative Compound would infringe during the term of the Agreement a claim of Pre-existing Licensor Patent, Licensor grants to the extent Licensor is legally able to do so, a non-exclusive, sublicensable, license in the Territory under such Pre-existing Licensor Patent for those purposes, and,
— The Inactive Compounds and Claimed Compounds, with respect to an Inactive Compound or a Claimed Compound, at least 90 days prior to Licensor entering into material and substantial negotiations to grant to a Third Party any rights to such Inactive Compound or Claimed Compound, Licensor agrees to notify Licensee in writing, together with a description of the chemical entity that would be the subject of such negotiations. Within 30 days after receipt from Licensor of such notice, Licensee shall notify Licensor whether or not it desires to discuss terms and conditions under which Licensor would grant exclusive rights to such Inactive or Claimed Compound to Licensee.

License Property
Licensor has expertise and proprietary technology for the discovery, generation, optimization and preclinical testing of small molecule clinical candidates from drug discovery programs.
Field of Use
The Field means the discovery, development and commercialization of small molecules for the diagnosis or therapeutic or prophylactic treatment of diseases and conditions, wherein the primary mechanism of action of such small molecules is to modulate the activity of a Collaboration Target.

IPSCIO Record ID: 246201

License Grant
The Parties desire to form a collaboration for the co-development and commercialization of certain products.

For each Project, Licensor grants an exclusive, exclusive even as to Licensor, worldwide, sublicensable exclusive right and license under Collaboration Rights, Licensor Patent Rights, and Licensor Know-How to make, have made, use, sell, offer to sell and import Product and such license shall automatically terminate for each Product of a Project as to which Licensee becomes an Opt-Out Party effective as of the Opt-Out Date or as to which Licensee becomes a Non-Selling Party.

For each Project, Licensor grants a non-exclusive license under Patent Rights owned by Licensor to perform research under the Research Plan for such Project, which license shall terminate for each Project when Licensee becomes an Opt-Out Party for such Project.

License Property
Licensor has know-how, expertise, intellectual property rights and technology with respect to chemical libraries and chemical synthesis.

Project means research activities with respect to identifying compounds with activity against an Approved Target, synthesizing compounds based on such identified compounds, identifying and selecting a Development Compound, developing, manufacturing, obtaining Regulatory Approval and commercializing a Product.

Product means a Development Compound and/or a Replacement Compound and/or a pharmaceutical composition that includes a Development Compound and/or Replacement Compound.

The Selected Compounds shall be provided as 384 well plates with each well containing 0.7 micromoles of compound per well, dissolved in 70 microliters of DMSO, with the compound being at a final concentration of 10 micromoles.

Licensor will provide Licensee access to its Discovery outSource(TM) services platform, including the world's largest commercially available chemical library, as well as medicinal and synthetic chemistry for the discovery and development of new active compounds.

Field of Use
Licensee possesses know-how, expertise, intellectual property rights and technology with respect to screening of libraries to identify compounds of interest and the development of compounds.

The target means a protein and/or peptide and/or polynucleotide.

The Parties have entered into a collaboration for the discovery and development of small molecule oncology therapeutics.

IPSCIO Record ID: 266847

License Grant
The Parties enter this agreement to collaborate to identify novel molecules derived from Licensor Technology that demonstrate efficacy against assays that are designed to identify compounds having antibacterial or antifungal properties.

Licensor grants an exclusive, worldwide license under the Licensor Technology to the Compound Set to the extent necessary or useful to develop, make, have made, use, sell, offer for sale and import Products in the Territory and within the Field.   This License also includes the right to identify and develop new compounds that are Compound Derivatives of members of such a Compound Set by medicinal chemistry.

Licensor grants a non-exclusive worldwide license to use a Licensor microbial strain and an exclusive,  worldwide license to genes, in each case, solely to manufacture or have manufactured a Compound or Product in the Territory and within the Field, provided such strain and genes direct the synthesis of a compound included within a Compound Set or a Product and were identified or otherwise known or available as part of the R&D Program prior to the expiration of the research period, or, with respect to those Compound Sets opted to be carried into the six month period, were identified or otherwise known or available as part of the R&D Program prior to the expiration of such six month period; and provided further that such licenses shall not include any rights to genetically modify any strains or genes.

Licensor grants a nonexclusive, perpetual license to practice any and all Program Inventions that are not covered by Compound Patents (or applications related thereto, so long as such applications are being prosecuted) made by Licensee employees or consultants, either alone or jointly with Licensor employees or consultants, and assigned to Licensor for any purpose, and a nonexclusive, perpetual license to practice any and all Program Inventions made by Licensee employees or consultants either alone or jointly with Licensor employees or consultants, for Licensee to carry out its responsibilities in accordance with this Agreement.

License Property
Licensor has developed proprietary technologies for the rapid discovery, development and optimization of Compounds.

Compound Set shall mean, with respect to a particular Compound, such Compound and all Compound Derivatives with respect to such compound.  A Compound Set shall not include any Excluded Compound.

Excluded Compound shall mean any chemical compound with respect to which Licensor has granted rights or an option to obtain rights to a Third Party.

Field of Use
Field shall mean use in the treatment, prevention or diagnosis of a fungal or bacterial infection in humans.

Under the terms of this agreement, the companies planned to collaborate to identify and develop novel drugs derived from Licensee's recombinant natural product libraries that demonstrate antibacterial or antifungal properties.

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