Royalty Report: Drugs, Drug Discovery, Disease – Collection: 383572

$150.00

Curated Royalty Rate Report
Category: Technology Licenses, Created On: 2022-04-28, Record Count: 16

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: 16

Primary Industries

  • Drugs
  • Drug Discovery
  • Disease
  • Delivery
  • Hormones
  • Cancer
  • Therapeutic
  • Pharmaceuticals
  • Proteins

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: 383572

License Grant
Licensor grants an exclusive, even as to Licensor, worldwide, right and license, with the right to sublicense, and to further sublicense, under the Licensor Technology to research, Develop, manufacture, have manufactured, use, import and Commercialize the Licensed Products in and for the Field.
License Property
Licensor has developed Liver Targeting Prodrug Technology prodrugs comprising of the Compounds.

Compound means an Agents prodrug that utilizes the Licensor Liver Targeting Prodrug Technology and is discovered or Developed by or for the account of a Party pursuant to such Partys performance of its obligations under this Agreement.

Agent means any of the following natural omega-3 fatty acids
— EPA (i.e., icosapentaenoic acid) or an EPA ester,
— DHA (i.e., docosahexaenoic acid) or a DHA ester,
— a combination of EPA (or an EPA ester) with DHA (or a DHA ester) or,
— any of the individual omega-3 fatty acids or a complex mixture of the omega-3 fatty acids contained (as of the Effective Date) within EpanovaTM.

Licensor Liver Targeting Prodrug Technology means Licensors program for the development of a liver-specific drug targeting technology for chemically modifying the molecule to render it inactive until the modification is cleaved off by a liver-specific enzyme, including all related intellectual property and other related rights of Licensor, and any and all related clinical and non-clinical data compiled by Licensor, in each case arising from the Licensors operation of such program.

The patents include
Prodrug compounds and uses for Liver Targeting;
Prodrug compounds and uses thereof; and,
Prodrug compounds and their uses thereof.

Field of Use
The research collaboration will target the development of novel products that utilize the proprietary Ligand-developed LTP TECHNOLOGYâ„¢ to improve lipid-lowering activity of certain omega-3 fatty acids.  LTP TECHNOLOGY is a broadened novel prodrug technology platform designed to selectively deliver a range of active pharmaceutical agents to the liver. It works by chemically modifying a biologically active molecule into an inactive prodrug form that will be administered and later activated in the liver by certain enzymes mainly expressed in the liver. The technology can be used to improve activity and/or safety of an existing drug or to develop new agents to treat liver diseases or diseases caused by homeostasis imbalance of circulating biomolecules controlled by the liver such as lipids and glucose, and is especially applicable to metabolic and cardiovascular diseases.

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: 289190

License Grant
Licensor grants a worldwide, exclusive license, with the right to sublicense, under the Licensed Compound Patent Rights, the Licensed Compound Know-How and Licensors interest in the Joint Patent Rights, to make, have made, use, develop, sell, offer for sale, have sold, import and export Products.

Licensor grants an option, the License Option, to acquire a worldwide, nonexclusive, or to the extent available, exclusive license, with the right to sublicense, under some or all of the Additional Patent Rights and the Additional Know-How to make, have made, use, develop, sell, offer for sale, have sold, import and export Products.

License Property
Licensor is a drug discovery company that has expertise and proprietary technology relating to compounds that modulate the Farnesoid X Receptor.

Licensed Compound means any Existing Compound or any Derivative. Any Licensed Compound shall also include any salt, metabolite, prodrug, constitutional or geometric isomer, regioisomer, stereoisomer including any enantiomer or diastereoisomer, salt form, hydrate, solvate, polymorph or other physical form of any such compound.

Bioisosteric Scaffold means any scaffold that is bioisosteric to a Licensor Agreement Scaffold and Controlled by Licensee.

Field of Use
This agreement is related to compounds targeting the farnesoid X receptor, or FXR, a nuclear hormone receptor implicated in a variety of metabolic and liver disorders.

Licensee is a multinational health care company that has expertise and capability in developing and marketing human pharmaceuticals and has research and development programs.

Farnesoid X receptor is a nuclear receptor that is encoded by the NR1H4 gene in humans.

XL335 targets the Farnesoid X Receptor (FXR) and has been shown to function as a bile acid receptor regulating genes involved in lipid, cholesterol and bile acid homeostasis. We have identified proprietary, potent and selective FXR ligands (a compound that binds to a receptor) that have good oral bioavailability and drug metabolism and pharmacokinetic properties. In rodent models of dyslipidemia, these compounds lowered triglycerides by decreasing triglyceride synthesis and secretion. In addition, they improved the high-density lipoprotein (HDL)/low-density lipoprotein (LDL) ratio and are anti-atherogenic (preventing the formation of lipid deposits in the arteries) in animal models of atherosclerosis. XL335 is also effective in models of cholestasis (a condition in which bile excretion from the liver is blocked), cholesterol gallstones and liver fibrosis. These data suggest that small molecule ligands targeting FXR should function as novel therapeutic agents for treating symptoms and disease states associated with metabolic syndrome as well as certain liver disorders.

IPSCIO Record ID: 93552

License Grant
The signing a joint venture  license agreement for three programs utilizing Licensor’s LTP (Liver Targeting Prodrug) technology with Licensee, a venture-funded biotechnology company focused on developing anti-cancer and anti-viral agents initially directed to China.
License Property
Licensor’s LTP technology is a novel prodrug technology platform designed to selectively deliver a range of active pharmaceutical agents to the liver. By directly targeting the liver, the goal is to maximize efficacy and minimize off-target drug toxicities.

The preclinical programs under this license include NUC-202, a targeted anti-cancer analog for the treatment of hepatocellular carcinoma; NUC-404, a targeted nucleotide analog for the treatment of hepatitis B; and NUC-101, a targeted nucleotide analog for the treatment of hepatitis C.

LTP is a promising technology platform developed by Licensor with applicability in a range of hepatic and hepatic-mediated indications. Given the increased focus on liver-related health by drug companies and the substantial medical need in China for liver-related medicines

Field of Use
This agreement pertains to the drug industry relating to liver-related treatments.

IPSCIO Record ID: 314338

License Grant
Institute, not-for-profit healthcare system, hereby grants to Licensee (I) an exclusive license, with the right to grant sublicenses in multiple tiers, under the Institute Technology to research, develop, make, have made, use, offer to sell, sell, have sold, import and export Compounds and Products in the Field in the Licensed Territory; and (ii) a non-exclusive license, with the right to grant sublicenses in multiple tiers, to use Institute Know-How relating to Products for research purposes, and for commercial purposes for exploitation of any Institute Patents not otherwise exclusively committed to a Third Party outside of the Licensed Territory. For clarity, the license granted to Licensee under this Section 2.1(a) does not include the right for Licensee to practice any Institute Patent or use any Institute Know-How to develop, make, use or sell compounds or products that are proprietary to Institute other than Compounds or Products.
License Property
Compound means any of the following (a) Triheptanoin; (b) any odd  number carbon chains consisting of 5-15 carbon atoms attached to a carbohydrate glycerol backbone, and in each case of (a) and (b), including any conjugate, prodrug or other physical form thereof. Triheptanoin treatment is for patients with adult polyglucosan body disease.

Institute Patents means any and all Patents Controlled by Institute or its Affiliate(s) as of the Effective Date or thereafter during the Term that (i) claim the composition of matter of, or the method of manufacturing or using, any Compound or Product; or (ii) that otherwise relate to, or are reasonably necessary for, the use, development, manufacture or commercialization of any Compound or Product, including the Patents set forth.

7,754,764 – Fatty acid nutritional supplement
7,705,048 – Method of suppressing the effects of the translocase deficiency of a human infant comprising administration of a seven-carbon fatty acid
7,592,370 – Fatty acid treatment for cardiac patients

Product means any nutritional or pharmaceutical product, including all dosage forms and formulations, containing one or more Compound(s) as an Active Ingredient(s) (alone or as part of a Combination Product). Except when referred to in the Net Sales definition in describing how to calculate the Net Sales of Combination Products, all references to Product in this Agreement shall be deemed to include Combination Products. Two Products shall be deemed the same Product if they contain the same Compound as the Active Ingredient.

Patents means all patents and patent applications and any patents issuing therefrom (which for the purpose of this Agreement shall be deemed to include certificates of invention and applications for certificates of invention), including all divisionals, continuations, substitutions, continuations-in-part, converted provisionals, continued prosecution applications, adjustments, re-examinations, reissues, additions, renewals, revalidations, extensions (including patent term extensions, and supplemental certificates and the like), registrations, pediatric exclusivity periods of any such patents and patent applications, and any and all foreign equivalents of the foregoing.

Institute is a research center focused on finding prevention therapies and treatments for diseases and illnesses.

Field of Use
Field means any and all human and animal prophylactic, therapeutic and diagnostic uses for the treatment adult polyglucosan body disease.

Adult polyglucosan body disease (APBD) is a rare, genetic disorder characterized by a deficiency of glycogen-branching enzyme, resulting in the accumulation of polyglucosan bodies in muscle, nerve and various other tissues of the body. Polyglucosan bodies are composed of large, complex, sugar-based molecules.

Adult polyglucosan body disease (APBD) is an orphan disease and a glycogen storage disorder that is caused by an inborn error of metabolism. Symptoms can emerge any time after the age of 30; early symptoms include trouble controlling urination, trouble walking, and lack of sensation in the legs. People eventually develop dementia.

Licensee is a biotechnology company focused on the discovery and development of innovative therapeutics for patients with rare and ultra-rare genetic diseases.

IPSCIO Record ID: 263518

License Grant
Licensee receives from the Israeli Licensor a co-exclusive, sublicenseable license under the technology and collaboration technology to conduct collaborative development of development targets, compounds and products.

If Licensee exercises its option with respect to a development target and the parties enter into a license agreement, Licensee receives an exclusive, sublicenseable, license under our technology and collaboration technology to exploit compound and products with respect to such development target.

Licensee initially selected two development targets, including Glycogen Storage Disease III, and the parties agreed to a list of eight additional reserved targets related to rare diseases for which Licensee has the exclusive right to evaluate for collaborative development. During the reserved target exclusivity period Licensee may substitute a reserved target for a selected target, and/or exercise an expansion option by payment to us, whereby a reserved target will be deemed an additional target (and will preclude an additional reserved target in place of the converted reserved target). Further, during the reserved target exclusivity period, Licensee may replace a reserved target with a proposed new target, subject to certain conditions including whether we have the ability to partner such new target.

The Agreement additionally provides for limitations on our activities with third parties utilizing LUNAR lipid-mediated delivery technology with respect to a development target for a specified period of time. During the reserved target exclusivity period, we have agreed to exclusivity with respect to any product containing mRNA, including modified mRNA, or UNA oligomer with respect to such reserved target, and will first offer Licensee a right of first negotiation for any other RNA product or a product utilizing the LUNAR delivery technology with respect to such reserved target. The reserved target restrictions terminate upon expiration of the reserved target exclusivity period for each target, which may be extended on a reserved target-by-reserved target basis upon payment of an exclusivity extension fee.

On a reserved target-by-reserved target basis, following the target exclusivity period, Licensee receives an exclusive right of first negotiation to obtain an exclusive license to exploit RNA products with respect to such reserved target. Following the reserved target right of first negotiation period, if the parties have not entered into an agreement during a specified time period, the rights of Licensee terminate and we may grant a license or enter into a third-party arrangement with respect to such reserved target.

License Property
The collaboration technology specifically relates to the composition or formulation of a particular compound or product, or any method of using, making or administering a particular compound or product, and, all improvements to LUNAR lipid-mediated delivery technology and/or UNA oligomer chemistry.

The proprietary lipid nanopartical deliver system, LUNAR®, enables multiple nucleic acid medicines.  LUNAR® lipid-mediated delivery technology includes a diverse, growing library of over 150 proprietary lipids that Licensor rationally designed to be versatile, maximizing efficacy and increasing tolerability of a diverse selection of nucleic acids, target cell types and routes of administration. A key feature of our LUNAR lipids is their biodegradability, decreasing the undesired effects caused by lipid accumulation that are associated with tolerability issues present in other lipid-mediated RNA medicine delivery platforms.  LUNAR® and nucleic acid technologies are covered by a patent portfolio of 152 patents and patent applications, issued in the United States, China, Europe, Japan and other countries.

Unlocked Nucleic Acid (UNA) – are RNA analogues in which the C2’-C3’ bond of the ribose ring is absent. UNA chemistry technology can potentially be applied to multiple types of RNA medicines including mRNA, siRNA, microRNA and guide RNAs for gene editing. One or more UNAs can be positioned strategically along a nucleic acid strand to manipulate the chemical properties of the molecule.  UNAs can potentially improve the efficiency and specificity of siRNA-mediated protein suppression. siRNAs are short double-stranded RNA molecules. Once inside the cell, they become part of the RNA-induced silencing complex (RISC) and are split into two single siRNA strands. One of these strands stays with RISC and binds to any mRNA with a complementary sequence. If the wrong siRNA strand stays with RISC, it can bind to different mRNAs than the target mRNA and therefore inhibit translation of other proteins. This is an undesired off-target effect and is one of the major barriers to developing effective siRNA medicines. Incorporating a single UNA into siRNA molecules can make one of the strands preferentially bind to RISC improving specificity. Additionally, incorporation of UNA modifications can reduce susceptibility of the siRNA to nuclease degradation, improving the efficiency of siRNA-mediated protein suppression.  The comprehensive suite of UNA technology patents for therapeutic and reagent use, enabling Licensor to operate freely and to independently pursue nucleic acid therapeutic candidates incorporating this technology.

The Agreement provides that each party owns their respective collaboration know-how and collaboration patents and jointly own all joint collaboration know-how and joint collaboration patents.

Field of Use
This partnering is to develop up to ten mRNA therapeutic candidates for certain rare disease targets.  Target means any single protein (i.e., a protein designated by a unique NCBI reference sequence but including all of its naturally-occurring mutations and variants) that could be used as a potential treatment for a rare or ultra rare disease and that is expressed in the liver, including  Glycogen Storage Disease Type 3 (GSD), caused by genetic mutations in the glycogen debranching enzyme, known as  AGL, which leads to glycogen accumulation in liver and muscle.  There are approximately 10,000 patients worldwide with this type of GSD, who experience enlarged liver, increased fats in the blood, low blood sugar, decreased stature and late-onset muscle weakness.

The Licensed Field is for the diagnosis, prevention or treatment of human diseases.

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: 314349

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

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

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

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

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

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

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

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

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

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

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

IPSCIO Record ID: 227245

License Grant
Licensor and Licensee are entering into this Agreement to provide for Licensor to conduct further research and development involving Licensor Technology in exchange for certain funding by Licensee and for Licensor to license, and Licensee and its Affiliates to obtain a license for, the use and practice of Screens in Licensees research and development.
License Property
Product shall mean any product which uses as one of its active ingredients a Compound which is developed by or on behalf of Licensee, each developed for a therapeutic indication based on the biological activity demonstrated by the relevant Lead Compound or the Natural Ligand in the relevant Screen.

Licensor Technology shall mean (a) prior to the Effective Date, all proprietary inventions, improvements, discoveries, claims, formulae, processes, trade secrets, technologies, owned by Licensor or to which Licensor has the rights to grant licenses or sublicenses (including any academic collaborations), and relating to technology involving the transfection and expression of Targets into yeast cells and the development of such yeast cells as Screens for the discovery of potential products; and (b) after the Effective Date, all proprietary inventions, improvements, discoveries, claims, formulae, processes, trade secrets, technologies, owned by Licesor or to which Licensor has the rights to grant licenses or sublicenses, and utilized or arising under the Research Program, provided Licensor Technology shall not include any Licensee Technology as defined of the definition of Licensee Technology. For the purposes of clarity, the identity, sequence information, and structure of the Natural Ligand for any Third Party Target, or other information on the biological function of such Third Party Target are not Licensor Technology and may be provided by Licensee to Third Parties.

Surrogate Ligand shall mean any agonist molecule whose biological activity is identified or confirmed by Licensor through the use of Licensor Technology or Licensee Technology licensed to Licensor and which is biologically active against a Target thereby causing a cellular response and which is not a Natural Ligand or Analog of such Natural Ligand for such Target.

Natural Ligand shall mean a ligand produced by a human cell or a human pathogen whose biological activity is identified or confirmed through the use by Licensee (or on behalf of Licensee) or Licensor of Licensor Technology, which ligand is biologically active against a Target thereby causing a cellular response and which is reasonably confirmed to be a ligand for the Target, provided any of such Licensor Technology is proprietary to Licensor at the time of such use by Licensee or Licensor as the case may be.

Field of Use
This agreement pertains to the drug industry relating to certain technology involving the transfection and expression of certain Targets into yeast, the identification of Surrogate Ligands and Natural Ligands for certain Targets, and the development of yeast strains suitable for drug discovery research.

The research collaboration and license agreement seeks to elucidate the function of orphan G protein-coupled receptors included within the collaboration and to create high-throughput screens to discover chemical compounds (i.e., potential drugs) that interact with these receptors.

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: 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: 273416

License Grant
Licensor grants to Licensee and Licensee accepts, the exclusive right and exclusive license under the Licensed Patents and the Licensed Technology within the Field throughout the Territory (with the right to grant sublicenses), to research, develop, manufacture, have manufactured, market, export, have exported, import, use, offer for sale, sell, have sold, distribute, promote, detail, and otherwise commercialize the Licensed Compound or Products.  The license is exclusive (even as to Licensor) with respect to the Licensed Patents and with respect to the Licensed Technology.  This does not prevent Licensor from granting licenses to Third Parties with respect to compounds or products that do not fall within the definition herein of Licensed Compounds or Products.
License Property
Product means any human pharmaceutical product in finished pharmaceutical form containing, in whole or as a component, the Licensed Compound.

Licensed Patents means any and all Patent Rights which Licensor Controls in any country of the Territory, having one or more Valid Claims Covering the Licensed Compound or Product in the Field and which are reasonably necessary or useful to research, develop, prepare, make, have made, market, export, have exported, import, use, offer for sale, sell, have sold, distribute, promote, detail or otherwise commercialize a Licensed Compound or Product in the Field in the Territory.  Licensed Patents includes the Patent Rights set forth below
U.S. Patent 6312662 – Prodrugs phosphorus-containing compounds
U.S. Patent 6946115 – Prodrugs for phosphorus-containing compounds
U.S. Patent 6752981 – Prodrugs for liver specific drug delivery

Licensed Technology means all HepDirect Technology on the Closing Date or during the Term, which are necessary or useful to research, develop, prepare, make, have made, market, export, have exported, import, use, offer for sale, sell, have sold, distribute, promote, detail or otherwise commercialize a Licensed Compound or Product in the Field in the Territory.  By way of clarification, Licensed Technology includes all such HepDirect Technology conceived or acquired in whole or in part by Licnesor on or after the Closing Date including the items set forth in the agreement.

Licensed Compound means all forms of MB6866 as identified (at times known as remofovir and now known as pradefovir) including any complexes, chelates, clathrates, acids, bases, esters, salts, isomers, stereoisomers, enantiomers, pro-drug form, metabolite, hydrate, solvate, polymorph, and crystalline forms thereof, or any Substitute Compound substituted in accordance with Article III, and its various forms including salts and prodrugs.

Field of Use
MB6866 is a novel oral drug for Hepatitis B.

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: 240569

License Grant
The Canadian Licensor hereby grants to Licensee a sole and exclusive license in the Territory to make, have made, use, have used, import, have imported, offer for sale, sell and have sold Licensed Products in the Field, with rights to grant sublicenses that are co-extensive with such license, under any and all Licensor Program Intellectual Property (including Licensor Improvements), and Licensors rights in Joint Program Intellectual Property. Licensee shall have the right to assign or otherwise transfer its rights in the license granted herein (or any part thereof) to its Affiliates. Notwithstanding any such assignment, Licensee shall be responsible for the activities, including all reporting and royalty obligations, of such Affiliates as if they were Licensee.

During the Research Term
(a) Licensee hereby grants Licensor a fully-paid up, non-exclusive, royalty-free, worldwide license, without the right to grant sublicenses, under MARTEK Background Technology, MARTEK Program Intellectual Property (including MARTEK Improvements), and MARTEK’s interest in Joint Program Intellectual Property, for the sole purpose of conducting the activities required in the performance of its obligations hereunder as part of the R&D Program.

(b) Licensor hereby grants to Licensee a fully-paid up, non-exclusive, royalty-free, worldwide license, without the right to grant sublicenses, under SEMBIOSYS Background Technology, SEMBIOSYS Program Intellectual Property (including SEMBIOSYS Improvements), SEMBIOSYS’ interest in Joint Program Intellectual Property, and any relevant Third Party Licenses, for the sole purpose of conducting the activities required in the performance of its obligations hereunder as part of the R&D Program.

License Property
Program Intellectual Property means all Patent Rights and Program Know-How. Licensor Program Intellectual Property shall mean Licensor Patent Rights and Licensor Program Know-How. Licensee Program Intellectual Property shall mean Licensee Patent Rights and Licensee Program Know-How. Joint Program Intellectual Property shall mean Joint Patent Rights and Joint Program Know-How.

Licensor Improvements means (a) Inventions which claim (i) methods of transforming genes or expressing genes in plants or (ii) methods of making or using plant oil bodies, and (b) all Program Know-How other than Inventions that is directly-related to (a) above.

Licensee Improvements means (a) Inventions which claim the identification, composition or use (i) of DHA, EPA and/or ARA (arachidonic acid) synthesis genes or (ii) of supplemental genes used or evaluated in the course of performance of the R&D Program for enhancing DHA, EPA or ARA production in plants, and (b) all Program Know-How other than Inventions that is directly related to (a) above.

Field of Use
This collaboration agreement is to co-develop DHA products from plants.

Field means the production, manufacture and marketing of DHA, ARA and EPA produced in transgenic plants.  These fatty acids are docosahexaenoic acid, commonly known as DHA, and arachidonic acid, commonly known as ARA.  DHA and ARA may help develop the eyes and central nervous systems of newborns and promote adult mental and cardiovascular health.

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: 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.
Disclaimer: The information gathered from RoyaltySource® database was sourced from the U.S. Securities and Exchange Commission EDGAR Filings and other public records. While we believe the sources to be reliable, this does not guarantee the accuracy or completeness of the information provided. Further, the information is supplied as general guidance and is not intended to represent or be a substitute for a detailed analysis or professional judgment. This information is for private use only and may not be resold or reproduced without permission.