Royalty Report: Drugs, Cancer, Antibody – Collection: 369295

License Grant

Licensors, two Universities, hereby grant to Licensee and Affiliates (a) a worldwide, exclusive license to use (but not to sell or transfer) the Cell Line to make Materials for use in connection with Licensed Products; (b) a worldwide, exclusive license to make, use, offer to sell and sell Materials in connection with Licensed Products; and (c) a worldwide, exclusive license to Licensors’ rights in the Agreement Patents, along with the right by Licensee only to grant sublicenses, to make, have made, use, have used, provide, import, have imported, offer to sell, sell and have sold Licensed Products. Licensee will not grant any sublicense (or amend any sublicense) under Agreement Patents unless it first submits a full and complete draft of any such proposed sublicense (or amendment) to Licensors and then receives the prior written consent of Licensors.  Licensee shall provide Licensors with a full and complete copy of any approved sublicense (or amendment) within thirty (30) days of execution thereof by Licensee. The terms of any sublicense agreement shall be consistent with the terms of this Agreement and shall include (at least) the following provisions prohibiting any use of Licensors’ names, requiring indemnification of Licensors.

License Property

1. U.S. Provisional Patent Application No. 61/276,263, entitled “Tumor Microenvironment of Metastasis (TMEM) and Uses Thereof in Diagnosis, Prognosis, and Treatment of Tumors”, inventors Frank Gertler, John Condeelis, Thomas Rohan, and Joan Jones; assigned to MIT, Cornell (D-4846) and Einstein (96700/1532);

2. U.S. Continuation-in-part of PCT/US08/1343, entitled “Metastasis specific splice variants of Mena and uses thereof in diagnosis, prognosis and treatment of tumors”, inventors John Condeelis, Sumanta Goswami, Paola Nistico, and Frank Gertler; assigned to Einstein, IFO and MIT (96700/1343);

3. U.S. Patent Application No. 12/462,324, entitled “Metastasis specific splice variants of Mena and uses thereof in diagnosis, prognosis and treatment of tumors”, inventors John Condeelis, Sumanta Goswami, Paola Nistico, and Frank Gertler; assigned to Einstein, IFO and MIT (96700/1533)

Cell Line means a hybridoma cell line that produces Anti-pan Mena murine monoclonal antibodies.

Materials means Anti-pan Mena murine monoclonal antibodies produced by the Cell Line.

Field of Use

Field of use is for uses thereof in diagnosis, prognosis and treatment of tumors.

The License Agreement covers pending patent applications, patent disclosures, cell lines and technology surrounding discoveries in the understanding of the underlying mechanisms of metastasis in solid tumor epithelial cancers.

License Grant

The Licensor grants the Licensee a world-wide exclusive license to materials and methods for use in the diagnosis and treatment of metastatic spread of solid tumor cancers.

License Property

Licensors have developed certain hybridoma cell lines that produce and uses thereof in diagnosis, prognosis and treatment of tumors.

U.S. Provisional Patent Application No. 61/276,263, entitled 'Tumor Microenvironment of Metastasis (TMEM)

Cell Line means a hybridoma cell line that produces Anti-pan Mena murine monoclonal antibodies.

Materials means anti-pan Mena murine monoclonal antibodies produced by the Cell Line.

Diagnostic Field means products and services for diagnostic use.
Therapeutic Field means products and services for therapeutic use.

U.S. Patent Application No. 12/462,324, entitled 'Metastasis specific splice variants of Mena and uses thereof in diagnosis, prognosis and treatment of tumors'

U.S. Continuation-in-part of PCT/US08/1343, entitled 'Metastasis specific splice variants of Mena and uses thereof in diagnosis, prognosis and treatment of tumors'

In return, the Licensee has agreed to grant equity to Licensors, to reimburse Licensors patent expenses thus far incurred, to pay all future patent expenses, pay a royalty on any sales of product using Licensed technology, as well as certain minimum royalties and milestone payments.

Field of Use

The Licensee was formed to allow cancer patients to benefit from the latest discoveries in how cancer spreads to other organs in the body. The Licensee's goal is to become an industry leader in the emerging field of personalized cancer therapy.

License Grant

Licensors hereby grant to Licensee and its affiliates for the term a royalty-bearing, exclusive license to their rights in the Patent Rights to develop, make, have made, use, sell, offer to sell, lease, and import Licensed Products, Discovery Products and/or Therapeutic Products in the field in the territory and to develop and perform Licensed Processes solely to the extent necessary to develop Licensed Products, Discovery Products, Discovery Products and/or Therapeutic Products in the filed in the territory, subject to any Retained Rights and Mandatory Sublicensing.

License Property

United States Patents and Applications
(A) United States of America Provisional Application Serial No. 61/446,162, Filed February 24, 2011
“Alternatively Spliced mRNA Isoforms as Prognostic and Therapeutic Tools for Metastatic Breast Cancer and Other Invasive/Metastatic Cancers”
by Christopher B. Burge, Wu Albert. Cheng, John Condeelis, Frank B. Gertler, Maja Oktay and Irina M. Shapiro
(B) United States of America Provisional Application No. 61/498,387, Filed June 17, 2011
“Alternatively Spliced mRNA Isoforms as Prognostic and Therapeutic Tools for Metastatic Breast Cancer and Other Invasive/Metastatic Cancers”
by Christopher B. Burge, Wu Albert. Cheng, John Condeelis, Frank B. Gertler, Maja Oktay and Irina M. Shapiro
(C) United States of America Serial No. 14/000995, Filed August 22, 2013
“Alternatively Spliced mRNA Isoforms As Prognostic Indicators For Metastatic Cancer”
by Christopher B. Burge, Wu Albert. Cheng, John Condeelis, Frank B. Gertler, Maja Oktay and Irina M. Shapiro

Discovery Product shall mean a pre-clinical Licensed Product identified through a Screening Assay which possesses desirable properties of a therapeutic or prophylactic agent for the treatment of a clinical condition based on in vitro studies.

Screening Assay shall mean the use of Licensed Product or Licensed Process for drug screening and drug discovery for small molecules (e.g., a small organic molecule, nucleic acid, or peptide).

Therapeutic Product shall mean an agent with prophylactic or therapeutic activity for the prevention and/or treatment of cancer, developed, in whole or in part, from a Discovery Product and intended to be used, or is used, to treat cancer in humans.

Field of Use

Field shall mean the use or intended for use in the treatment and/or prevention of cancer in humans.