Royalty Report: Drugs, Pharmaceuticals, Assay – Collection: 7746

License Grant

The UK Licensor entered into an Agreement with the UK Licensee to collaborate in the discovery of novel pharmaceuticals from the Licensor's natural compound libraries. The Licensee is Licensed to screen, evaluate, research and develop those compounds.

Field of Use

The Licensee is Licensed to screen, evaluate, research and develop those compounds which the Licensor may make available to it from the Licensor's natural compound libraries library.

License Grant

The Licensor and the Licensee desire to enter into a collaborative relationship to conduct research to identify novel targets for drug discovery, as generally described in the Research Plan, with Licensee developing and commercializing any compounds resulting therefrom.

License Grant

For the Compounds and Products, Licensor grants an exclusive license under the Licensor Technology and Licensors interest in the Collaboration Technology, exclusive even as to Licensor and its Affiliates, to make, have made, use, sell, offer to sell, import and export Agreement Products in the Territory. It is understood that such licenses shall include the right to conduct drug research and development, and the exclusive right to discover, develop, make, have made and use Agreement Compounds, during the term of this Agreement.

For the Collaboration Target-Specific Technology, Licensor grants an exclusive license, exclusive even as to  Licensor and its Affiliates, under all of Licensors interest in the Collaboration Target-Specific Technology for any and all purposes in the Territory, including the right to grant sublicenses.

For the Collaboration Platform Technology, upon conclusion of the Collaboration Term, the Parties each  grant, to the other a co-exclusive license under their respective interests in the Collaboration Platform Technology in the Territory, as follows  the Parties may each use such Collaboration Platform Technology for any and all internal uses, including without limitation, in collaboration with Third Parties for drug discovery.

For the Columbia Sublicense, Licensor grants a non-exclusive sublicense, without the right to sublicense, under the Columbia License, to make, have made, use, offer to sell, sell, import and export Agreement Products in the Territory, including, without limitation, the right to decode Library Compounds.

License Property

Licensor has developed proprietary technologies relating to the design and preparation of encoded compound libraries based upon combinatorial chemistry.  'Licensor Technology' shall mean Existing Licensor Patent Rights, Existing Licensor Know-How, and Licensor Improvements (with some exceptions).

Product means any Agreement Product or Licensees Product.

Agreement Product shall mean any product containing an Agreement Compound, including, without limitation, products for the therapeutic or prophylactic treatment or prevention of diseases and conditions in human beings or animals.

Licensees Product shall mean any product for the therapeutic or prophylactic treatment or prevention of diseases and conditions in human beings containing a Licensee Compound, provided such Licensee Product is not a Combination Product containing both a Licensee Compound and an Agreement Compound.

Active Compound shall mean a Library Compound that demonstrates activity against a specific Target, which Library Compound was found to have such activity at a concentration set forth in the applicable Collaboration Research Plan during screening of one or more Libraries by Licensor in the conduct of the Collaboration or was found to have such activity during screening by or on behalf of Licensee.

Licensor's combinatorial chemistry technology as an important component in our ongoing efforts to accelerate the drug discovery process and to identify lead compounds for development as new therapeutic entities.'

Field of Use

This agreement field relates to assays, compound screening methods and biological research tools used to design, prepare and screen compound libraries against Licensees biological targets.

License Grant

The Licensor hereby grants to a Japanese corporation and its Affiliates the following licenses (i) an exclusive, worldwide license (with the right to sublicense) under the Licensor's Patent Rights and other rights in the Licensor's Technology to conduct development of Licensed Compounds, including the right to develop Derivative Compounds based on Licensed Compounds; (ii) an exclusive, worldwide license (with the right to sublicense) under the Licensor's Patent Rights and other rights in Licensor's Technology to manufacture, use, sell, and import Licensed Compounds; and (iii) a non-exclusive, worldwide license (with the right to sublicense) to use chemical synthesis methods to make Royalty-Bearing Products.

License Property

1. Compass Array Library.
The Compass Array Library is a diverse subset of approximately 25,000 compounds that have computationally selected to represent at least 12.5% of the Mapping Array Libraries to be generated during 2000 and 2001.
ArQule will provide approximately 1mg of each Compass Array compound dissolved in 250 (mu)L of 100% DMSO (10 mM). The compounds will be provided in 96-well plates with 80 filled wells per plate. Because ArQule performs 25% quality control analysis of each Mapping Array Library corresponding to the Compass Array Library, the purity and confirmation of molecular weight is similar to the Mapping Array Library, as described below. A Markush structure file defining each chemical theme is supplied with every shipment.

2. Mapping Array Libraries.
The Mapping Array repository is a diverse screening library. The Mapping Array Libraries produced in the year 2000 contain approximately 200,000 compounds. The Mapping Array Libraries planned for production in the year 2001 will contain approximately 200,000 compounds.
ArQule will provide 1 mg of each Mapping Array compound dissolved in 250(mu)L of 10mM 100% DMSO. The compounds will be provided in 96-well plates with up to 80 filled wells per plate. ArQule performs 25% quality control analysis of each Mapping Array Library by HPLC/UV/ELSD for purity and flow injection mass spectrometry for confirmation of molecular weight. Each Mapping Array Library is on average more than 85% pure as determined by HPLC analysis. A Markush structure file defining each chemical theme is supplied with every shipment.

3. Confirmation Samples and Resynthesized Compounds.
As determined by the Research Committee, ArQule shall resynthesize and deliver to Sankyo approximately five (5) mg of any Available Compound to enable Sankyo to conduct screening activities in accordance with Subsection 3.2. ArQule will resynthesize up to fifteen (15) compounds per quarter (60 annually), subject to payments described in Section 8.1.3. ArQule will provide each resynthesized compound as a dry solid, power or oil with a purity of 95% based on HPLC/UV, ELSD.

4. Directed Array Compounds.
Unless otherwise agreed to by the Research Committee, all ArQule Compounds delivered as part of the Directed Arrays will be provided 30 mmol of compound in DMSO in 96-well plates with up to 80 filled wells per plate. ArQule performs 100% quality control analysis of each Directed Array compound tested by HPLC/UV/ELSD. The average purity of each compound is 85% as determined by HPLC analysis. An SD file is supplied with every shipment.

'Derivative Compound” shall mean a Derivative Compound developed from a Licensed Compound in the course of an optimization program for the molecular Target or other Target (e.g., whole cell screen) against which such Licensed Compound was initially discovered to have biological activity. “Compass Array Library” shall mean a collection of Licensor Compounds that is a diverse representative subset of the Mapping Array Libraries used for initial screening of the Mapping Array Libraries.