Royalty Report: Drugs, Biotechnology, Antibody – Collection: 4254

License Grant

Research Licenses.  With respect to each Research Antigen, Licensor hereby grants to Canadian Licensee a non-exclusive , non-sublicenseable, non-transferable license under the Licensor Technology and Licensor's rights in the Mice, during the Research License Period applicable to each such Research Antigen, to carry out the Research Program.

Extension of Research License Period.  With respect to each Research Antigen, Licensee shall have the option to extend the term of the Research License Period for one additional 6 month period by providing written notice and paying an extension fee.

Option for Exclusive Commercial Licenses.  Subject to the availability of particular Antibodies to a Research Antigen for exclusive licensing by Licensee, during the term of the applicable Research License Period, Licensee shall have a non-exclusive option to obtain an Exclusive Commercial License.  The option shall terminate at the end of the Research License Period for the applicable Research Antigen.

Exclusive Commercial License.  If Licensee elects to exercise its option to acquire an Exclusive Commercial License, Licensor grants on an Antibody-by-Antibody basis, a worldwide, exclusive, non-transferable, royalty-bearing license under the Licensor Technology and Licensor's rights in the Mice, with the rights to sublicense, to use, or, pursuant to a Manufacturing Services Agreement, have Licensor use, the Mice to develop, make, have made, import, have imported, use, offer for sale and sell Products containing such Licensed Antibody, which license is non-exclusive with respect to a Research Antigen and exclusive with respect to the specific Antibody.

Sublicenses.  Licensee may grant sublicenses under and Exclusive Commercial Licenses to the extent necessary for Sublicensees to develop, make, have made, import, use, offer for sale and see Products; provided , however, that within 10 days following the date any such sublicense is executed, Licensee shall notify Licensor.

License Property

Product shall mean any composition or formulation incorporating one or more Licensed Antibodies.

Research Antigens
1.  Human Transcobalamin II (TCII) – in recombinant form.
2.  Human Transcobalamin II/Vitamin B12 (coballamin) receptor in semi-purified membrane preparation form extracted from human placenta.

License Grant

For the research license, Licensor grants a non-exclusive, non-transferable license, under the Licensor Technology to immunize the Mice to make Antibodies against such Antigen, and to further evaluate the Antibodies generated during the Evaluation Period.

For the commercial license,  Licensor grant the following licenses, on an Licensee Target-by-Licensee Target basis
– a worldwide, exclusive, non-transferable license, with the right to grant a sublicense to its Affiliates, under the Licensor Technology to immunize the Mice to make Antibodies against such Licensee Target, and
– a worldwide exclusive license under the Licensor Technology, with the right to sublicense, to make, have made, import, have imported, use, offer for sale and sell Products containing Antibodies against such Licensor Target.

Licensee shall have no right to grant sublicenses to use the Mice, but may grant sublicenses under
the Licensee Technology to the extent necessary to develop, make, have made, import, use, offer for
sale and sell Products.

License Property

Licensor is the sole and exclusive owner of certain transgenic_ Mice (as defined below) useful for the preparation of fully human monoclonal antibodies;

Licensor Technology includes the Confidential Information and Mice, and patent rights which claims an invention which is necessary for the use of the Mice to prepare the Antibodies or to develop, produce, make, have made, import, have imported, use, offer for sale and sell the Antibodies.

The Product shall mean any composition or formulation comprising one or more Antibodies, or a portion thereof, for the diagnosis, prophylaxis or treatment of human disease.

Licensee Target shall mean an Antigen selected by Licensee for immunization of Licensors HuMAb mice to generate human antibodies directed against an Antigen, in each case, which Licensor has informed Licensee is available for licensing.

HuMAb -Mouse technology is a transgenic mouse system that creates high affinity, fully human antibodies instead of mouse antibodies. Using standard, well proven laboratory techniques, scientists can produce these antibodies in a matter of months.

Field of Use

Licensee desires to use the Mice to evaluate their utility for the development of fully human monoclonal antibodies against specific antigens.

Incorporating this technology into Licensee's broad drug discovery program will significantly enhance Licensee continuing efforts to identify new drug candidates.

License Grant

Pursuant to this agreement, to use the Mice to evaluate their utility for the development of fully human monoclonal antibodies to the human CRl complement receptor (CRl) and Staphylococcus aureus, Licensee has the right to exercise an option for a commercial license where Licensor shall grant the following licenses
(a) an exclusive, worldwide, non-transferable license under the Licensors Technology to use the Mice to make Antibodies, and
(b) an exclusive, worldwide license under the Licensors Technology, with the right to sublicense, to use such Antibodies to make, have made, import, have imported, use, offer for sale and sell Products.

License Property

Licensor is the sole and exclusive owner of certain transgenic Mice useful for the preparation of fully human monoclonal antibodies.

Antibody means a human monoclonal antibody with binding affinity for an Antigen derived by Licensee or its Affiliates or Sublicensees from cells obtained from one or more of the Mice.

Product shall mean any product for the treatment of human disease containing an Antibody with affinity for CRI, or a bispecific antibody consisting of a combination of an Antibody with affinity for CRI and an Antibody to Staphylococcus aureus.

'Mice' shall mean immunizable sterile transgenic mice containing unrearranged human immunoglobulin genes.

Field of Use

This agreement is for the biotechnology industry.  Licensee wishes to acquire from Medarex an option to acquire a commercial license for the use of such monoclonal antibodies to commercialize Products.

License Grant

Effective upon Licensee’s election to acquire a commercial license, Licensor grants to Licensee and its Affiliates the following licenses an exclusive, worldwide, non-transferable royalty bearing license under the Licensor Technology with the right to sublicense, to use hybridomas delivered by Licensor to Licensee to make or have made Antibodies, and an exclusive, worldwide, non-transferable royalty bearing license under the Technology with the right to sublicense, to use Antibodies made in the Research to make, have made, import, have imported, use, offer for sale and sell Products.

Product shall mean any product for the treatment or diagnosis of human disease containing an Antibody provided by Licensor or produced from any hybridoma provided by Licensor or a portion thereof.

License Property

Licensor is the sole and exclusive owner of certain transgenic Mice useful for the preparation of fully human monoclonal antibodies.

Field of Use

Licensee desires to have Licensor conduct research with the Mice for the development of fully human monoclonal antibodies to certain Antigens and to evaluate the utility of such antibodies as potential therapeutics involved in fibrosis or fibroproliferative disease.