Development, Commercialization And License Agreement Sample Contracts

Akcea Therapeutics, Inc. – Development, Commercialization and License Agreement (March 27th, 2017)

THIS DEVELOPMENT, COMERCIALIZATION AND LICENSE AGREEMENT (the Agreement) is made and entered into effective as of December 18, 2015 (the Effective Date), by and between AKCEA THERAPEUTICS, INC., a Delaware corporation (Akcea), and ISIS PHARMACEUTICALS, INC., a Delaware corporation (Isis). Akcea and Isis each may be referred to herein individually as a Party, or collectively as the Parties.

Amended and Restated Collaborative Research, Development, Commercialization and License Agreement Between Senomyx, Inc. And Pepsico, Inc. (March 21st, 2017)

This Amended and Restated Agreement (the "Agreement") is entered into as of September 30, 2016 (the "Amended Effective Date") by and between SENOMYX, INC., a Delaware Corporation having its principal place of business at 4767 Nexus Centre Drive, San Diego, CA 92121 ("SENOMYX") and PEPSICO, INC., a North Carolina Corporation, having its principal place of business at 700 Anderson Hill Road, Purchase, NY 10577 ("PEPSICO").

Akcea Therapeutics, Inc. – Development, Commercialization and License Agreement (February 13th, 2017)

THIS DEVELOPMENT, COMERCIALIZATION AND LICENSE AGREEMENT (the Agreement) is made and entered into effective as of December 18, 2015 (the Effective Date), by and between AKCEA THERAPEUTICS, INC., a Delaware corporation (Akcea), and ISIS PHARMACEUTICALS, INC., a Delaware corporation (Isis). Akcea and Isis each may be referred to herein individually as a Party, or collectively as the Parties.

Amended and Restated Collaborative Research, Development, Commercialization and License Agreement Between Senomyx, Inc. And Pepsico, Inc. (October 27th, 2016)

This Amended and Restated Agreement (the "Agreement") is entered into as of September 30, 2016 (the "Amended Effective Date") by and between SENOMYX, INC., a Delaware Corporation having its principal place of business at 4767 Nexus Centre Drive, San Diego, CA 92121 ("SENOMYX") and PEPSICO, INC., a North Carolina Corporation, having its principal place of business at 700 Anderson Hill Road, Purchase, NY 10577 ("PEPSICO").

Proteostasis Therapeutics, Inc. – COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT BY AND BETWEEN PROTEOSTASIS THERAPEUTICS, INC. And BIOGEN IDEC NEW VENTURES INC. December 5, 2013 (December 23rd, 2015)

This COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT (this Agreement) is entered into as of December 5, 2013 (the Effective Date) by and between Proteostasis Therapeutics, Inc., a Delaware corporation having its principal place of business at 200 Technology Square, Fourth Floor, Cambridge, MA 02139 (PTI), and Biogen Idec New Ventures Inc., a Massachusetts corporation having its principal place of business at 14 Cambridge Center, Cambridge, MA 02142, USA (Biogen Idec). Each of Biogen Idec and PTI is sometimes referred to individually herein as a Party and collectively as the Parties.

Cell Therapeutics, Inc. – First Amendment to Development, Commercialization and License Agreement (August 6th, 2015)

This FIRST AMENDMENT TO DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT (this "Amendment") is entered into on this 8th day of June, 2015 (the "Effective Date"), by and among CTI BIOPHARMA CORP (f/k/a CELL THERAPEUTICS, INC.), a company organized under the laws of the State of Washington with its principal place of business at 3101 Western Avenue, Seattle, WA 98121 ("CTI"), and BAXALTA INCORPORATED, a company organized under the laws of Delaware with its principal place of business at 1200 Lakeside Drive, Bannockburn, IL 60015 ("BI"), BAXALTA US INC. ("BUSI") and BAXALTA GMBH ("BGMBH" and, together with BI and BUSI, collectively, "Baxalta"). CTI and Baxalta may each be referred to herein individually as a "Party" and collectively as the "Parties."

Proteostasis Therapeutics, Inc. – COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT BY AND BETWEEN PROTEOSTASIS THERAPEUTICS, INC. And BIOGEN IDEC NEW VENTURES INC. December 5, 2013 (June 18th, 2015)

This COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT (this Agreement) is entered into as of December 5, 2013 (the Effective Date) by and between Proteostasis Therapeutics, Inc., a Delaware corporation having its principal place of business at 200 Technology Square, Fourth Floor, Cambridge, MA 02139 (PTI), and Biogen Idec New Ventures Inc., a Massachusetts corporation having its principal place of business at 14 Cambridge Center, Cambridge, MA 02142, USA (Biogen Idec). Each of Biogen Idec and PTI is sometimes referred to individually herein as a Party and collectively as the Parties.

Pacific Biosciences Of California – DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT Between PACIFIC BIOSCIENCES OF CALIFORNIA, INC. And Dated September 24, 2013 (November 12th, 2013)

[***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Amended and Restated Collaborative Research, Development, Commercialization and License Agreement Between Senomyx, Inc. And Firmenich Sa (August 1st, 2013)

THIS AMENDED AND RESTATED AGREEMENT is entered into as of April 9, 2013 (Amended and Restated Effective Date) by and between SENOMYX, INC., a Delaware Corporation having offices at 4767 Nexus Centre Drive, San Diego, CA 92121, U.S.A. (Senomyx) and FIRMENICH SA, a Swiss Company, having its principal place of business at 1, route des Jeunes, 1211 Geneva 8, Switzerland (Firmenich).

Portions of This Exhibit Marked [*] Are Omitted and Are Requested to Be Treated Confidentially. FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT Between LUPIN LTD. And SALIX PHARMACEUTICALS, INC. Dated as of 22 February 2013 (May 10th, 2013)

This FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT (this Amendment), dated as of 22 February 2013 (the First Amendment Effective Date), is made by and between Lupin Ltd., a corporation organized under the laws of India (Lupin), and Salix Pharmaceuticals, Inc., a California corporation (Salix). Lupin and Salix are sometimes referred to herein individually as a Party and collectively as the Parties.

AMENDED AND RESTATED DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT Between LUPIN LTD. And SALIX PHARMACEUTICALS, INC. Dated as of 31 March 2011 (May 10th, 2011)

This Amended and Restated Development, Commercialization and License Agreement (this Agreement) is made and entered into effective as of 31 March 2011 (the Amendment Effective Date) by and between Lupin Ltd., a corporation organized under the laws of India and having its principal place of business at B Wing, Fifth Floor, Bandra Kurla Complex, Mumbai 400 051, India (Lupin), and Salix Pharmaceuticals, Inc., a corporation organized under the laws of the State of California in the United States of America and having its principal place of business at 1700 Perimeter Park Drive, Morrisville, North Carolina 27560-8404, U.S.A. (Salix). Lupin and Salix are sometimes referred to herein individually as a Party and collectively as the Parties.

Collaborative Research, Development, Commercialization and License Agreement Between Senomyx, Inc. And Pepsico, Inc. (November 4th, 2010)

This Agreement is entered into as of August 16, 2010 (the Effective Date) by and between SENOMYX, INC., a Delaware Corporation having its principal place of business at 4767 Nexus Centre Drive, San Diego, CA 92121 (SENOMYX) and PEPSICO, INC., a North Carolina Corporation, having its principal place of business at 700 Anderson Hill Road, Purchase, NY 10577 (PEPSICO).

Achillion Pharmaceuticals – Amended and Restated Development, Commercialization and License Agreement (March 11th, 2010)

THIS AMENDED AND RESTATED DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT (Agreement) is executed March 5, 2010 and is made effective as of February 1, 2010 (Effective Date) by and between ACHILLION PHARMACEUTICALS, INC., a Delaware corporation (Achillion), with its principal place of business at 300 George Street, New Haven, Connecticut 06511, USA, and GCA THERAPEUTICS, LTD., a New Jersey corporation (GCAT), with its principal place of business at 14 Wall Street, 20th Floor, New York, NY 10005, USA. Achillion and GCAT are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

First Amendment to the Collaborative Research, Development, Commercialization and License Agreement (February 4th, 2010)

THIS FIRST AMENDMENT TO THE COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT (the First Amendment) is made by and between SENOMYX, INC. (Senomyx), a Delaware corporation, having a principal place of business at 4767 Nexus Centre Drive, San Diego, CA 92121, and FIRMENICH SA, a Swiss Company, having its principal place of business at 1, route des Jeunes,1211 Geneva 8, Switzerland (Firmenich).

Development, Commercialization and License Agreement (November 9th, 2009)

This Development, Commercialization and License Agreement (this Agreement) is made and entered into effective as of September 30, 2009 (the Effective Date) by and between Lupin Ltd., a corporation organized under the laws of India and having its principal place of business at B Wing, Fifth Floor, Bandra Kurla Complex, Mumbai400 051, India (Lupin), and Salix Pharmaceuticals, Inc., a corporation organized under the laws of the State of California in the United States of America and having its principal place of business at 1700 Perimeter Park Drive, Morrisville, North Carolina 27560-8404, U.S.A. (Salix). Lupin and Salix are sometimes referred to herein individually as a Party and collectively as the Parties.

Fourth Amendment to Collaborative Research, Development, Commercialization and License Agreement (May 7th, 2009)

This Fourth Amendment is entered into as of March 22, 2009 (Fourth Amendment Effective Date), by and between Senomyx, Inc. (Senomyx) and Ajinomoto Co., Inc. (Ajinomoto). Capitalized terms used herein without definition shall have the meaning provided therefor in the First Collaboration Agreement (as defined below).

Amendment No. 1 to Collaborative Development, Commercialization and License Agreement (August 7th, 2008)

This amendment (the Amendment) dated June 27, 2008 is to the Collaborative Development, Commercialization and License Agreement dated October 8, 2007 between Synta Pharmaceuticals Corp., a Delaware corporation with offices at 45 Hartwell Ave., Lexington, Massachusetts 02421 (Synta), and SmithKline Beecham Corporation, a Pennsylvania corporation with offices at One Franklin Plaza, Philadelphia, Pennsylvania 19101 (GSK) (the Agreement).

COLLABORATIVE DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT BY AND BETWEEN SYNTA PHARMACEUTICALS CORP. And SMITHKLINE BEECHAM CORPORATION (D/B/A GLAXOSMITHKLINE) October 8, 2007 (March 20th, 2008)

This COLLABORATIVE DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT (this Agreement) is entered into as of October 8, 2007 (the Execution Date) and effective as of the Effective Date (as defined below), by and between Synta Pharmaceuticals Corp., a Delaware corporation with offices at 45 Hartwell Avenue, Lexington, Massachusetts 02421 (SYNTA), and SmithKline Beecham Corporation (doing business as GlaxoSmithKline), a Pennsylvania corporation with offices at One Franklin Plaza, Philadelphia, Pennsylvania 19101 (GSK). Each of GSK and SYNTA is sometimes referred to individually herein as a Party and collectively as the Parties.

Third Amendment to Collaborative Research, Development, Commercialization and License Agreement (November 2nd, 2007)

This Third Amendment is entered into as of August 1, 2007 (Third Amendment Effective Date), by and between Senomyx, Inc. (Senomyx) and Ajinomoto Co., Inc. (Ajinomoto). Capitalized terms used herein without definition shall have the meaning provided therefor in the First Collaboration Agreement (as defined below).

Development, Commercialization and License Agreement Between Senomyx, Inc. And Ajinomoto Co., Inc. (May 5th, 2006)

THIS AGREEMENT is entered into as of March 23, 2006 (the Effective Date) by and between SENOMYX, INC., a Delaware Corporation having offices at 11099 North Torrey Pines Road, La Jolla, CA 92037, U.S.A. (Senomyx) and AJINOMOTO CO., INC., a Japanese Corporation, having its principal place of business at 15-1, Kyobashi 1-chome, Chuo-ku, Tokyo 104-8315, Japan (Ajinomoto).

ImmunoGen, Inc. – Termination of the Development, Commercialization and License Agreement Made Between Vernalis (R&d) Limited (May 14th, 2004)

This Termination Agreement (this Agreement) is effective as of January 7, 2004 (the Termination Effective Date), by and between ImmunoGen, Inc. (ImmunoGen), a Massachusetts corporation with a principal place of business at 128 Sidney Street, Cambridge, MA 02139, U.S.A and Vernalis (R&D) Limited (Vernalis), an English corporation with a principal place of business at Oakdene Court, Winnersh, Berkshire, RG41 5UA, United Kingdom.

Medicis Pharmaceutical – Development, Commercialization and License Agreement (November 2nd, 2000)

This DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT, together with the exhibits attached hereto (the "Agreement") is entered into as of August 15, 2000 (the "Execution Date") by and between Corixa Corporation, a corporation organized and existing under the laws of Delaware and having its principal office at 1124 Columbia Street, Suite 200, Seattle, Washington 98104-2040 ("Corixa"), and Medicis Pharmaceutical Corporation, a corporation organized and existing under the laws of Delaware and having its principal office at 8125 North Hayden Road, Scottsdale, Arizona, 85258 ("Medicis").