Royalty Report: Drugs, Drug Discovery, Disease – Collection: 369401

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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
  • Technical Know How
  • Alzheimer’s disease
  • Diagnostic
  • Central Nervous System
  • Cancer
  • Assay

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: 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: 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: 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: 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: 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: 223128

License Grant
The Swiss Licensors hereby grant to Licensee an exclusive license, with the right to sublicense with the prior written consent of Licensors, such consent not to be unreasonably withheld, under the Licensor Patents and Licensor Know-How, to develop, use, make and have made Compound and Product in the Field of Use and in the Territory.
License Property
Product shall mean a formulated pharmaceutical product containing the Compound or Back-up Compound as an active ingredient and packaged for the use by the ultimate consumer.

Compound shall mean the compound currently identified by Licensors as NDD-094 or isomers or epimers thereof and any metabolites and salts thereof and more particularly described Licensor Patents shall mean those Patents Controlled by Licensor claiming Compound, Product, or their metabolites or any formulation of Compound, processes, uses and intermediates of the foregoing.

Licensor Know-How shall mean any proprietary or nonproprietary information specific to the Compound or Product within the Field of Use and of a confidential nature necessary or useful for the manufacture, preparation or development of the Compound or Product Controlled by Licensors during the term of this Agreement and shall include, without limitation, data, knowledge and information., including chemical, stability, pharmacological, toxicological, pre-clinical, clinical and manufacturing data, samples, documentation, analytical standards, and gene expression data.

Patents – United States
5,635,521 – Imidazolylmethyl-pyridines
5,856,343 – Imidazolylmethyl-pyridines used for senile dementia

Field of Use
This agreement pertains to the drug industry relating to the Field of Use that shall mean application to all conditions, disorders and diseases in humans.

Iloperidone is an atypical antipsychotic for the treatment of schizophrenia.

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: 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: 240609

License Grant
Licensor hereby grants the Japanese Licensee the right and license, with the right to sublicense, to develop, make, have made, use and sell Products in the Territory solely within the Field under Licensor Technology and the Licensor-owned and jointly owned Collaboration Technology. The license granted herein shall be exclusive, even as to Licensor, except for the co-promotion rights retained by Licensor as set forth in this agreement. All Licensed Compounds and the patents and patent applications included in the Licensor Technology and the Licensor-owned and jointly owned Collaboration Technology licensed under this subsection is updated from time to time to include new Licensed Compounds and the patent applications and issued patents relating thereto. Licensee covenants and agrees that it will not use, directly or indirectly, the Licensor Technology or Licensor solely owned Collaboration Technology for any purpose other than developing, making, having made, using or selling Products in the Territory in the Field under this Agreement.
License Property
Product shall mean any pharmaceutical product, including all formulations, line extensions or modes of administration thereof, which contains a Licensed Compound as an active ingredient or compound which is derived from a Licensed Compound for replacement of the Licensed Compound.

Licensed Compound shall mean a compound which is an Active Compound and which is recommended by the Research Committee and selected by Licensee for GLP Toxicology Studies and further development under the License Agreement.

Active Compound shall mean each Licensee or Licensor Substance which meets the criteria set forth (including any such Substance which was screened in Assays prior to the Effective Date and for which the Research Committee determines that such criteria are met), and each derivative or analogue thereof developed in the course of, but not after, the Research Program or the Tail End Period, if such derivative or analog thereof meets the criteria set forth.

The collaboration agreement is to discover and develop antibacterial drugs based on the two principal targets in the Licensor's anti-bacterial program.

Field of Use
This agreement pertains to the drug industry relating to novel therapeutic products.  Field shall mean therapeutic treatment of bacterial infections in humans with anti-bacterial pharmaceutical products which have activity against the Targets.

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: 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: 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: 211864

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

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

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

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

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

This agreement pertains to drug discovery.

IPSCIO Record ID: 315858

License Grant
Licensor  hereby grants to Licensee and its Affiliates (a) an exclusive, royalty bearing license, under Licensor Program Know-How, Licensor Program Patent Rights and Licensor rights in Joint Program Know-How and Joint Program Patent Rights, to make, have made, import, use, have used, offer to sell, sell and have sold Small Molecule Products and Vaccine Products for use in the treatment of medical indications in the CNS Disorders Field within the Territory, (b) an exclusive royalty bearing license, under Licensor Program Know-How, Licensor Program Patent Rights and Licensor rights in Joint Program Know-How and Joint Program Patent Rights, to make, have made, import, use, have used, offer to sell, sell and have sold Modified Drugs for use in the treatment of medical indications in and outside of the CNS Disorders Field within the Territory, and (c) a non-exclusive, royalty bearing license, under Licensor Program Know-How and Licensor Program Patent Rights and Licensor rights in Joint Program Know-How and Joint Program Patent Rights, to make, have made, import, use, have used, offer to sell, sell and have sold Small Molecule Products and Vaccine Products for use in the treatment of medical indications outside of the CNS Disorders Field within the Territory.
License Property
Small Molecule Product means any product that is a Small Molecule that (a) is identified on the basis of its interaction with a Validated Target in a small molecule screening assay, or (b) is designed or developed using medicinal chemistry, SAR or combinatorial chemistry techniques to interact with a Validated Target. For purposes of clarity, any product that comprises a Protein wherein such product also qualifies as a Small Molecule Product shall be deemed to be a Small Molecule Product.

CNS means the human central nervous system.

Vaccine Product means a Vaccine that derives from a Validated Vaccine Candidate.

Validated Vaccine Candidate means a biological molecule that (a) is (i)  a Protein encoded by a Candidate Gene, (ii) another Protein, the identification or development of which is based upon the identification of a Candidate Gene, or (iii) a Gene Therapy Drug, the identification or development of which is based upon the identification of a Candidate Gene, and (b) is suitable for development as a Vaccine. The determination that such biological molecule has achieved the status of a Validated Vaccine Candidate shall be made in good faith by Vaccine Management Team on the basis of objective criteria to be set forth in the Research Program Plan with respect to such biological molecule.

Modified Drug means a compound, the identification of which is based upon another compound that (a) other than through the use of Licensor Program Know-How or Licensor Program Patent Rights, prior to or outside of the Licensor Research Program, is known to Licensee to have pharmacological properties of relevance to its development as a therapeutic product in the CNS Disorders Field, and (b) is modified by Licensee or Licensor through the use of Licensor Program Know-How or Licensor Program Patent Rights to prove its therapeutic properties (but not merely to characterize the compound) for use in the CNS Disorders Field.

License Program Patent Right(s) means a Patent Right that relates to Licensor Program Know-How.

Licensor Program Know-How means Know-How, exclusive of Joint Program Know-How, owned or controlled by Licensor which is reasonably necessary in order to discover Candidate Genes, Validated Targets and Validated Vaccine Candidates and to discover, develop, make, use, sell or seek approval to market Products for medical indications in the Core Field, and which (a) is in Licensor possession on the Effective Date, or (b) Licensor develops in the course of the Licensor Research Program, or (c) Licensor acquires in the course of the Licensor Research Program and to which Licensor has the right to grant licenses or sublicenses without violating the terms of any agreement or other arrangement with a third party, provided, however, that Licensor Program Know-How shall not include (i) generalized methods for conducting genomic research and characterizing the function of genes, including without limitation Licensor Rade Technology and other MTPT (as those terms are defined in the TPT Access and License Agreement), and (ii) phenotypic and genotypic information and biological samples relating to human materials acquired or otherwise accessed by Licensor and used in genetic analysis in the Licensor Research Program (other than such information and samples which Licensee participates in obtaining, including information and samples specifically obtained from the Licensee patient base).

Field of Use
The rights granted are used in the treatment of medical indications in and outside the CNS Disorders Field. CNS Disorders Field means the Core Field, the Reserve Field and the Expansion Field.

Core Field means the disorders set forth, as may be modified from time to time.
Psychosis including without limitation Schizophrenia and Drug-induced psychosis.
Affective Disorders including without limitation Bipolar (manic) depression, generalized (unipolar, major, common) depression hyperthymia/dysthymia, obsessive compulsive disorders, generalized anxiety, panic disorders, serotonin disorders syndrome, post-traumatic stress disorders, circadian rhythm disorders and pre-menstrual syndrome.

Expansion Field means the disorders set forth, as may be modified from time to time.
ALS, Childhood Autism, Conduct Disorders, Disorders of Vision, Hearing Loss, Hereditary Ataxias, Headache/Migraine, Hereditary Neuropathies, Huntingtons Disease, Learning Disorders, Chronic Fatique Syndrome, Pain, Parkinsons Disease and Sleep Disorders.

Reserve Field means the disorders set forth, as may be modified from time to time.
Dementias, Seizure Disorders, CNS Stroke/Trauma and Substance Abuse.

IPSCIO Record ID: 369272

License Grant
University hereby grants to Licensee the world-wide right and license to the Patent Rights set forth to the full end of the term of each patent included therein unless sooner terminated as hereinafter provided. This grant is expressly subject to the rights of the U.S. Government, if any.

In order to establish a period of exclusivity for Licensee, University hereby agrees that it shall not grant any other license to make, have made, use, lease and sell the Patent Rights during the period of time commencing with the Effective Date of this Agreement and terminating with the full end of the term of this Agreement, unless sooner terminated as hereinafter provided.

Licensee shall have the right to sublicense worldwide any of the rights, privileges and license granted hereunder.

License Property
Patent Rights' shall mean

5,616,707 – Compounds which are useful for prevention and treatment of central nervous system disorders

5,726,316 – Pharmaceutical compositions for prevention and treatment of central nervous system disorders

Field of Use
Ispronicline (TC-1734). Ispronicline is a novel small molecule that we are developing as an oral treatment for conditions marked by cognitive impairment that afflict elderly persons, including Alzheimer’s disease and age associated memory impairment, commonly referred to as AAMI

Field of use is for nicotinic compounds for use in therapeutic applications, including for prevention and treatment of central nervous system disorders.

IPSCIO Record ID: 359061

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

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

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

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

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

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

Field of Use
Field means any use.

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

IPSCIO Record ID: 344538

License Grant
By this agreement, The Canadian Licensor shall Back-Out of all further research, development and commercialization of all Compounds and resulting Collaboration Products.  Licensee shall proceed unilaterally with the research development and commercialization of all such Compounds and Collaboration products in the Field, and shall become the Pursuing Party with respect thereto.

The collaboration shall continue as stated in the original agreement, with this Pursuing Party change.  The original agreement has conditional exclusivity.

License Property
Per the original agreement, Collaboration Products means all products which contain a Compound or a Licensee HDAC Inhibitor as an active ingredient.
Field of Use
HDAC inhibitors are for specific neurodegenerative diseases.

The field as identified in the original agreement 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.

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: 291131

License Grant
Licensor hereby grants to Licensee an exclusive (even as to Licensor), royalty-bearing license in the Territory, with the right to sublicense through multiple tiers of sublicense, under Licensor’s interest in Collaboration Technology and Joint Technology, solely (A) to perform Licensee’s obligations under the Research Program during the Research Term and (B) to develop, make, have made, use, sell, have sold, offer for sale and import Development Candidates and Products in the Field during the Term; provided, however, that Licensor retains such rights under Licensors interest in Collaboration Technology and Joint Technology solely as are necessary to perform its obligations under the Research Program.

Licensor hereby grants to Licensee a non-exclusive, royalty-bearing license in the Territory, without the right to sublicense (except that Licensee may subcontract), under Licensor Technology Controlled by Licensor solely to perform Licensee’s obligations under the Research Program during the Research Term, and (B) Licensor hereby grants to Licensee a non-exclusive, royalty-bearing license in the Territory, with the right to sublicense as described below through multiple tiers of sublicense, under Licensor Technology Controlled by Licensor solely to develop, make, have made, use, sell, have sold, offer for sale and import Development Candidates and Products in the Field during the Term.

Licensor hereby grants to Licensee, a non-exclusive, royalty-bearing (included within the royalties as set forth) in license in the Territory, including the right to sublicense as described below through multiple tiers of sublicense, under such Specific Claims solely to develop, make, have made, use, sell, offer for sale, have sold or import such Development Candidate in the Field during the Term.

License Property
Product shall mean any preparation in final form containing a Development Candidate for sale by prescription, over-the-counter or any other method.

Joint Technology shall mean Joint Inventions and Joint Patents. Joint Patents shall mean Patents claiming any Joint Invention. Joint Invention shall mean any Invention conceived jointly by the Parties (or on their behalf) in the course of the Research Program during the Research Term; but excluding, in each case, Collaboration Technology, Licensee Technology and Licensor Technology.

Collaboration Technology shall mean Collaboration Know-How and Collaboration Patents.
Collaboration Patents shall mean Patents first filed after the Effective Date with claims or portions thereof, to the extent that they describe or claim a Collaboration Compound or a method of making or using a Collaboration Compound, where such Invention is conceived solely by a Party (or on its behalf) or jointly by the Parties (or on their behalf) in the course of the Research Program during the Research Term; provided that any Patent with the same disclosure as an Licensee Patent described in Agreement or a Licensor Patent described in Agreement, such as a renewal, division, continuation (in whole), or request for continued examination (RCE), reissue, reexamination or the like, will be included, as applicable.

Licensee Patents shall mean (a) Patents with claims or portions thereof, to the extent directed to any Invention that is an Licensee Nucleoside or Collaboration Compound or a method of making or using an Licensee Nucleoside or Collaboration Compound, where such Patents are Controlled by Licensee as of the Effective Date, (b) Patents with claims or portions thereof, to the extent directed to any Invention that is an Licensee Nucleoside or a method of making or using an Licensee Nucleoside, where such Invention first becomes Controlled by Licensee during the Research Term (provided that any such Patent with the same disclosure as a Patent described in subsection (a), such as a renewal, division, continuation (in whole), or request for continued examination (RCE), reissue, reexamination or the like, will be included in subsection (a) rather than subsection (b)) and (c) Patents with claims or portions thereof, to the extent directed to any Invention that is a Collaboration Compound or a method of making or using a Collaboration Compound, where such Invention first becomes Controlled by Licensee after the Research Term but prior to the First Commercial Sale of any Product that contains such Collaboration Compound.  Notwithstanding the foregoing, subsection (b), does not include any claims of such Patents or portions thereof to the extent directed to any such Invention that is a Collaboration Compound or a method of making or using a Collaboration Compound.  For purposes of clarity, Licensee Patents do not include Licensor Patents.  The Licensee Patents existing on the Effective Date are listed.
6,395,716 – .beta.-L-2-deoxy-nucleosides for the treatment of hepatitis B
6,569,837 – .beta.-L-2-deoxy pyrimidine nucleosides for the treatment of hepatitis B
6,914,054 – Methods and compositions for treating hepatitis C virus

Collaboration Compound shall mean a chemical entity that is synthesized solely by a Party or jointly by the Parties (or on behalf of a Party or the Parties) in the course of the Research Program during the Research Term that covalently incorporates HepDirect Technology and is converted into an Licensee Nucleoside (including any monophosphate, diphosphate or triphosphate thereof) in the body.

Combination Therapy shall mean a fixed dose product containing more than one (1) active pharmaceutical ingredient.  Separate products that are sold or promoted for sale together for co-administration shall not be considered a Combination Therapy.

Licensor Technology shall mean the Licesor Know-How and Licensor Patents.
Licensor Patents shall mean (a) Patents with claims or portions thereof, to the extent directed to any Invention that is HepDirect Technology or Collaboration Compound or a method of making or using HepDirect Technology or a Collaboration Compound, where such Patents are Controlled by Licensor as of the Effective Date, and (b) Patents with claims or portions thereof, to the extent directed to any Invention that is HepDirect Technology or a method of making or using HepDirect Technology, where such Invention first becomes Controlled by Licensor during the Research Term (provided that any such Patent with the same disclosure as a Patent described in subsection (a), such as a renewal, division, continuation (in whole), or request for continued examination (RCE), reissue, reexamination or the like, will be included in subsection (a) rather than subsection (b)).  Notwithstanding the foregoing, subsection (b) does not include any claims of such Patents or portions thereof to the extent directed to any such Invention that is a Collaboration Compound or a method of making or using a Collaboration Compound.  For purposes of clarity, Licensor Patents do not include Licensee Patents.  

Development Candidates for purposes of this Agreement means a designate one (1) or more Collaboration Compounds that possess the properties specified to the Research Plan.

HepDirect Technology shall mean (a) (i) any and all cyclic 1,3-propanyl esters or amides of phosphates, phosphoramidates and/or phosphonates that re activated by any P450 enzyme and/or (ii) any method of making or using any of the foregoing (this clause (a), “HepDirect Base Technology”); which (b) are the subject matter as originally claimed in the Licensor Core Patents as of the Effective Date or as claimed in any amendment filed in the Licensor Core Patents.

Field of Use
Field shall mean the treatment of chronic hepatitis C viral infections in humans.

IPSCIO Record ID: 215175

License Grant
The parties wish to collaborate in a chemical lead and drug discovery program.  This agreement has an exclusive period.

Subject to and following the decision of Licensor or its licensee to not develop and commercialize with Due Diligence an Active Compound, a Development Compound or Product, as the case may be, Licensor shall grant to Licensee a license, with the right to sublicense, under those Collaboration Patents and know-how which are resulting from the Research Program and related exclusively to the Returned Compound, to make, have made, use, have used, sell, have sold, import and export such Returned Compound in the Territory.

License Property
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.
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