Exclusive License Agreement Sample Contracts

Fourth Amendment to Amended and Restated Exclusive License Agreement (August 13th, 2018)

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT (this "CDCs Fourth Amendment") is made and entered into as of June 20, 2018 ("Fourth Amendment Date") by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation ("CSMC") and CAPRICOR, INC., a Delaware corporation ("Licensee"), under the following circumstances:

Cerulean Pharma Inc. – Amendment No. 1 to the Amended and Restated Exclusive License Agreement (August 13th, 2018)

This Amendment No. 1 to the Amended and Restated Exclusive License Agreement (hereinafter referred to as this "Agreement") is entered into by and among Fred Mermelstein, Ph.D. and Janet Chollet, MD (the "Licensor") and Pear Tree Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Licensee"), on this October 10, 2007.

Cerulean Pharma Inc. – Exclusive License Agreement (August 13th, 2018)

THIS EXCLUSIVE LICENSE AGREEMENT (this "Agreement") dated as of Feb. 13, 2017 (the "Effective Date") is entered into between GYN Holdings, Inc. a Delaware corporation having a place of business at c/o Pear Tree Pharmaceuticals, Suite 4-200, 275 Grove Street, Newton, MA 02466 ("Company") and Bernadette Klamerus, an individual with a mailing address at P.O. Box 225 Carmichaels, PA 15320 (the "Licensor").

Cerulean Pharma Inc. – Exclusive License Agreement (August 13th, 2018)

This Exclusive License Agreement (this "Agreement") is made as April 24, 2018 ("Effective Date"), by and between Juniper Pharmaceuticals, Inc., a Delaware corporation, ("Juniper'') and Dare Bioscience, Inc., a Delaware corporation ("Licensee"), each referred to herein individually as a "Party" and collectively as the "Parties".

Cerulean Pharma Inc. – Amended and Restated Exclusive License Agreement for Atrophic Vaginitis Technology (August 13th, 2018)

This Amended and Restated Exclusive License Agreement (hereinafter referred to as this "Agreement"), effective as of July 14, 2006 (the "Effective Date"), is entered into by and between Fred Mermelstein, Ph.D. and Janet Chollet, M.D., (collectively referred to as the "Licensors") and Pear Tree Women's Health Care, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Licensee") on this August 15, 2007.

Cerulean Pharma Inc. – Exclusive License Agreement (August 13th, 2018)

This Exclusive License Agreement (hereinafter referred to as this "Agreement"), effective as of September 15, 2017 (the "Effective Date"), is entered into by and between Fred Mermelstein, Ph.D. and Janet Chollet, M.D., (collectively referred to as the "Licensors"), Pear Tree Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Licensee"), and Stephen Rocamboli ("Rocamboli").

Cerulean Pharma Inc. – Amendment No. 2 to the Amended and Restated Exclusive License Agreement (August 13th, 2018)

This Amendment No. 2 to the Amended and Restated Exclusive License Agreement (hereinafter referred to as this "Agreement") is entered into by and among Fred Mermelstein, Ph.D. and Janet Chollet, M.D. (the "Licensors"), Pear Tree Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Licensee") and Bernadette Klamerus ("Klamerus"), on this February 13, 2017.

Exclusive License Agreement (August 9th, 2018)

THIS EXCLUSIVE LICENSE AGREEMENT ("AGREEMENT') is made and entered into on the date of the last PARTY to sign and date in the signature area ("EFFECTIVE DATE"), by and between THE CURATORS OF THE UNIVERSITY OF MISSOURI, a public corporation of the State of Missouri ("UNIVERSITY") and YIELD10 BIOSCIENCE INC., a corporation of the State of Delaware having offices at 19 Presidential Way, Woburn, MA 01801 ("LICENSEE"). UNIVERSITY and LICENSEE may sometimes be referred to herein as a "PARTY" or "PARTIES" as the case may be.

Columbia Laboratories, Inc. – Exclusive License Agreement (August 9th, 2018)

This Exclusive License Agreement (this "Agreement") is made as April 24, 2018 ("Effective Date"), by and between Juniper Pharmaceuticals, Inc., a Delaware corporation, ("Juniper'') and Dare Bioscience, Inc., a Delaware corporation ("Licensee"), each referred to herein individually as a "Party" and collectively as the "Parties".

Fate Therapeutics Inc – Amended and Restated Exclusive License Agreement (August 6th, 2018)

This Amended and Restated Exclusive License Agreement (the "Agreement") is effective on the date of the last signature below ("Restatement Effective Date"), and is by and between Memorial Sloan Kettering Cancer Center, a New York not-for-profit corporation with principal offices at 1275 York Avenue, New York, NY 10065 (hereinafter referred to as "MSK"), and Fate Therapeutics, Inc., a Delaware corporation with principal offices located at 3535 General Atomics Court, Suite 200, San Diego, CA 92121 ("LICENSEE"). MSK and LICENSEE are sometimes referred to singly as "Party" and collectively as "Parties".

REVA Medical, Inc. – Amendment #4 to Exclusive License Agreement #2 (August 3rd, 2018)
Versartis, Inc. – Exclusive License Agreement (August 3rd, 2018)
Atara Biotherapeutics – AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT Between THE COUNCIL OF THE QUEENSLAND INSTITUTE OF MEDICAL RESEARCH and ATARA BIOTHERAPEUTICS, INC. (August 1st, 2018)

This Amended and Restated Exclusive License Agreement ("Agreement") is entered into on 23rd September, 2016 ("Execution Date"), and effective as of the Original Effective Date (as defined below), by and between the Council of the Queensland Institute of Medical Research, a not-for-profit Institute organized and existing under the laws of the State of Queensland having its principal offices at 300 Herston Rd, Herston QLD 4006, Australia ("Institute"), and Atara Biotherapeutics, Inc., a Delaware corporation located at 611 Gateway Blvd #900, South San Francisco, CA 94080 ("Licensee"). Each of Licensee and Institute are referred to in this Agreement as a "Party" and together, the "Parties".

Ophthotech Corp. – EXCLUSIVE LICENSE AGREEMENT WITH KNOW-HOW Agreement No: A18025 by and Among the University of Florida Research Foundation, Incorporated, and the Trustees of the University of Pennsylvania, Acting as a Single Party (The "Licensors") and Ophthotech Corporation (The "Licensee") Dated: June 6, 2018 (August 1st, 2018)

This Agreement is effective as of June 6, 2018, (the "Effective Date") among the University of Florida Research Foundation, Incorporated, a nonstock, nonprofit Florida corporation with offices located at 223 Grinter Hall, Gainesville, Florida 32611 (hereinafter called "UFRF") and the Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at Penn Center for Innovation, 3160 Chestnut Street, Suite 200, Philadelphia, PA 19104-6283 ("Penn", together with UFRF, the "Licensors"), and Ophthotech Corporation, a Delaware corporation, having a place of business at One Penn Plaza, Suite 3520, New York, NY 10119 (hereinafter called "Licensee").

Aridis Pharmaceuticals, Inc. – Co-Exclusive License Agreement Between the University of Chicago and Aridis Pharmaceutical for Staph Alpha Toxin Technology (July 18th, 2018)

This License Agreement (Agreement), dated June 13, 2017 (the Effective Date), is between The University of Chicago, an Illinois not-for-profit corporation (University), and Aridis Pharmaceuticals, Inc., a Delaware Corporation, having an address at 5941 Optical Court, San Jose, CA (Company). Each hereunder may be referred to separately as the Party, or together as the Parties.

Allakos Inc. – Specific Terms in This Exhibit Have Been Redacted Because Confidential Treatment for Those Terms Has Been Requested. The Redacted Material Has Been Separately Filed With the Securities and Exchange Commission, and the Terms Have Been Marked at the Appropriate Place With Three Asterisks [***]. Non- Exclusive License Agreement (July 17th, 2018)

THIS NON-EXCLUSIVE LICENSE AGREEMENT (the Agreement), effective as of October 31, 2013 (the Effective Date), is entered into by and between BioWa, Inc., with a principal place of business at 9420 Athena Circle, La Jolla, California 92037 USA (BioWa), Lonza Sales AG a Swiss corporation, with a principal place of business at Munchensteinerstrasse 38, Basel, CH-4002 Switzerland (Lonza) (together the Licensor) and Allakos, Inc. with its principal place of business located at 75 Shoreway Road, Suite A San Carlos CA 94070 (Licensee). Lonza, BioWa, Licensor or Licensee may hereafter be referred to as a Party and collectively as the Parties.

Allakos Inc. – Specific Terms in This Exhibit Have Been Redacted Because Confidential Treatment for Those Terms Has Been Requested. The Redacted Material Has Been Separately Filed With the Securities and Exchange Commission, and the Terms Have Been Marked at the Appropriate Place With Three Asterisks [***]. Amended and Restated Exclusive License Agreement Between the Johns Hopkins University Allakos Inc. Jhu Agreement A30817 (July 17th, 2018)

THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this Agreement) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (JHU) and ALLAKOS INC., a Delaware corporation having an address at 75 Shoreway Road, Suite A, San Carlos, CA 94070 (Company), as of September 30, 2016 (the Restatement Date) and amends and restates that certain Exclusive License Agreement entered into by and between JHU and Allakos as of the Effective Date (the Original License Agreement), with respect to the following:

World Media & Technology Corp. – Addendum to Exclusive License Agreement (July 13th, 2018)

THIS ADDENDUM TO EXCLUSIVE LICENSE AGREEMENT, (this "Addendum") dated April 24, 2018 by and between World Technology Corporation, f/k/a World Media & Technology Corp., a [Nevada] corporation (the "Licensee"), and Giner, Inc., a Massachusetts corporation (the "Giner") amends that Exclusive License Agreement, dated April 10, 2017, by and between the Licensee and Licensor (the "Original Agreement"). Any capitalized term not defined in this Addendum shall have the meaning ascribed to it in the Original Agreement.

World Media & Technology Corp. – Exclusive License Agreement (July 13th, 2018)

THIS EXCLUSIVE LICENSE AGREEMENT, dated April 10, 2017, (the "Effective Date") by and between World Media & Technology Corp., a Nevada corporation with corporate headquarters located at 600 Brickell Ave., Suite 1775, Miami, Florida 33131 ("WRMT" or the "Licensee") and Giner, Inc., incorporated in the state of Massachusetts whose corporate office is located at 89 Rumford Ave., Newton, MA 02466 ("GI" or the "Licensor"). Each a "Party" and collectively the "Parties," agree as follows:

Allakos Inc. – Specific Terms in This Exhibit Have Been Redacted Because Confidential Treatment for Those Terms Has Been Requested. The Redacted Material Has Been Separately Filed With the Securities and Exchange Commission, and the Terms Have Been Marked at the Appropriate Place With Three Asterisks [***]. Amended and Restated Exclusive License Agreement Between the Johns Hopkins University Allakos Inc. Jhu Agreement A30817 (July 9th, 2018)

THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this Agreement) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (JHU) and ALLAKOS INC., a Delaware corporation having an address at 75 Shoreway Road, Suite A, San Carlos, CA 94070 (Company), as of September 30, 2016 (the Restatement Date) and amends and restates that certain Exclusive License Agreement entered into by and between JHU and Allakos as of the Effective Date (the Original License Agreement), with respect to the following:

Allakos Inc. – Specific Terms in This Exhibit Have Been Redacted Because Confidential Treatment for Those Terms Has Been Requested. The Redacted Material Has Been Separately Filed With the Securities and Exchange Commission, and the Terms Have Been Marked at the Appropriate Place With Three Asterisks [***]. Non- Exclusive License Agreement (July 9th, 2018)

THIS NON-EXCLUSIVE LICENSE AGREEMENT (the Agreement), effective as of October 31, 2013 (the Effective Date), is entered into by and between BioWa, Inc., with a principal place of business at 9420 Athena Circle, La Jolla, California 92037 USA (BioWa), Lonza Sales AG a Swiss corporation, with a principal place of business at Munchensteinerstrasse 38, Basel, CH-4002 Switzerland (Lonza) (together the Licensor) and Allakos, Inc. with its principal place of business located at 75 Shoreway Road, Suite A San Carlos CA 94070 (Licensee). Lonza, BioWa, Licensor or Licensee may hereafter be referred to as a Party and collectively as the Parties.

Vaccinex, Inc. – Exclusive License Agreement (July 9th, 2018)

This Exclusive License Agreement (the Agreement) is made effective as of the 29 day of December, 1998 (the Effective Date), by and between the UNIVERSITY OF ROCHESTER (Rochester), a New York education corporation, and VACCINEX, L.P., a for profit limited partnership organized under the laws of Georgia (Vaccinex).

Allakos Inc. – Specific Terms in This Exhibit Have Been Redacted Because Confidential Treatment for Those Terms Has Been Requested. The Redacted Material Has Been Separately Filed With the Securities and Exchange Commission, and the Terms Have Been Marked at the Appropriate Place With Three Asterisks [***]. Amended and Restated Exclusive License Agreement Between the Johns Hopkins University Allakos Inc. Jhu Agreement A30817 (June 22nd, 2018)

THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this Agreement) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (JHU) and ALLAKOS INC., a Delaware corporation having an address at 75 Shoreway Road, Suite A, San Carlos, CA 94070 (Company), as of September 30, 2016 (the Restatement Date) and amends and restates that certain Exclusive License Agreement entered into by and between JHU and Allakos as of the Effective Date (the Original License Agreement), with respect to the following:

Allakos Inc. – Specific Terms in This Exhibit Have Been Redacted Because Confidential Treatment for Those Terms Has Been Requested. The Redacted Material Has Been Separately Filed With the Securities and Exchange Commission, and the Terms Have Been Marked at the Appropriate Place With Three Asterisks [***]. Non- Exclusive License Agreement (June 22nd, 2018)

THIS NON-EXCLUSIVE LICENSE AGREEMENT (the Agreement), effective as of October 31, 2013 (the Effective Date), is entered into by and between BioWa, Inc., with a principal place of business at 9420 Athena Circle, La Jolla, California 92037 USA (BioWa), Lonza Sales AG a Swiss corporation, with a principal place of business at Munchensteinerstrasse 38, Basel, CH-4002 Switzerland (Lonza) (together the Licensor) and Allakos, Inc. with its principal place of business located at 75 Shoreway Road, Suite A San Carlos CA 94070 (Licensee). Lonza, BioWa, Licensor or Licensee may hereafter be referred to as a Party and collectively as the Parties.

Kezar Life Sciences, Inc. – EXCLUSIVE LICENSE AGREEMENT by and Between ONYX THERAPEUTICS, INC. And KEZAR LIFE SCIENCES, INC. Dated as of June 11, 2015 (June 8th, 2018)

This EXCLUSIVE LICENSE AGREEMENT (this Agreement) is entered into as of June 11, 2015 (the Effective Date) by and between ONYX THERAPEUTICS, INC., a Delaware corporation having an address at 249 E. Grand Avenue, South San Francisco, CA 94080 (ONYX), and KEZAR LIFE SCIENCES, INC., a Delaware corporation having an address at 391 Carl Street, San Francisco, CA 94117 (KEZAR). KEZAR and ONYX are sometimes referred to herein individually as a Party and collectively as the Parties.

AVROBIO, Inc. – Certain Confidential Portions of This Exhibit Were Omitted and Replaced With [***]. A Complete Version of This Exhibit Has Been Filed Separately With the Secretary of the Securities and Exchange Commission Pursuant to an Application Requesting Confidential Treatment Pursuant to Rule 406 Promulgated Under the Securities Act of 1933, as Amended. Exclusive License Agreement (June 1st, 2018)

UNIVERSITY HEALTH NETWORK, an Ontario corporation incorporated by special statute under the University Health Network Act, 1997, having a principal office at 190 Elizabeth Street, R. Fraser Elliott BuildingRoom 1S-417, Toronto, Ontario M5G 2C4 (UHN)

AVROBIO, Inc. – CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Exclusive License Agreement (May 25th, 2018)
AVROBIO, Inc. – Certain Confidential Portions of This Exhibit Were Omitted and Replaced With [***]. A Complete Version of This Exhibit Has Been Filed Separately With the Secretary of the Securities and Exchange Commission Pursuant to an Application Requesting Confidential Treatment Pursuant to Rule 406 Promulgated Under the Securities Act of 1933, as Amended. Exclusive License Agreement (May 25th, 2018)

UNIVERSITY HEALTH NETWORK, an Ontario corporation incorporated by special statute under the University Health Network Act, 1997, having a principal office at 190 Elizabeth Street, R. Fraser Elliott BuildingRoom 1S-417, Toronto, Ontario M5G 2C4 (UHN)

Kezar Life Sciences, Inc. – EXCLUSIVE LICENSE AGREEMENT by and Between ONYX THERAPEUTICS, INC. And KEZAR LIFE SCIENCES, INC. Dated as of June 11, 2015 (May 24th, 2018)

This EXCLUSIVE LICENSE AGREEMENT (this Agreement) is entered into as of June 11, 2015 (the Effective Date) by and between ONYX THERAPEUTICS, INC., a Delaware corporation having an address at 249 E. Grand Avenue, South San Francisco, CA 94080 (ONYX), and KEZAR LIFE SCIENCES, INC., a Delaware corporation having an address at 391 Carl Street, San Francisco, CA 94117 (KEZAR). KEZAR and ONYX are sometimes referred to herein individually as a Party and collectively as the Parties.

Kinder Holding Corp. – Exclusive License Agreement (May 15th, 2018)

THIS EXCLUSIVE LICENSE AGREEMENT (the "Agreement"), effective as of this 29th day of March, 2017, between KOTZKER CONSULTING LLC, a Delaware limited liability company having a business address of 20 Highview Ln, Yardley, PA 19067 (the "LICENSOR") and INTIVA KOTZKER PHARMACEUTICALS INC., a Colorado corporation having a business address at 3773 Cherry Creek North Drive, Suite 575, Denver Colorado 80209 (the "LICENSEE").

Kinder Holding Corp. – Exclusive License Agreement (May 15th, 2018)

THIS EXCLUSIVE LICENSE AGREEMENT (the "Agreement"), effective as of this 28th day of February, 2018, between ACCU-BREAK PHARMACEUTICALS, INC., a Florida corporation having a business address of 6100 Hollywood Boulevard, Suite 207, Hollywood, FL 33024 (the "Licensor") and INTIVA BIOPHARMA INC., a Delaware corporation having a business address at 4340 East Kentucky Avenue, Suite 206, Denver, CO 80246 (the "Licensee").

Knight Knox Development Corp. – CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS DOCUMENT WITH a PLACEHOLDER IDENTIFIED BY THE MARK "[***]". Exclusive License Agreement Between the Research Foundation for the State University of New York and Artelo Biosciences, Inc. (May 14th, 2018)

This agreement (hereinafter, "Agreement") is made and is effective as of the date last signed (hereinafter, "Effective Date") by and between The Research Foundation for The State University of New York, a nonprofit, educational corporation existing under the laws of the State of New York with an office located at the Office of Technology Licensing & Industry Relations, N5002 Frank Melville Jr. Memorial Library, Stony Brook, New York 11794-3369, for and on behalf of the State University of New York at Stony Brook, (hereinafter, "Foundation"), and Artelo Biosciences, Inc., a Nevada corporation, having a primary address at 888 Prospect Street, Suite 210, La Jolla, California 92037 (hereinafter, "Licensee").

Alcobra Ltd. – Research and Exclusive LICENSE AGREEMENT (May 14th, 2018)

This Research and Exclusive License Agreement ("Agreement") is entered into by and between Arcturus Therapeutics, Inc., a Delaware corporation ("Arcturus"), and Synthetic Genomics, Inc., a Delaware corporation ("SGI") and effective October 24, 2017 ("Effective Date"). SGI and Arcturus may each be referred to herein individually as a "Party" and collectively as the "Parties." In consideration of the mutual covenants and promises set forth in this Agreement, the Parties agree as follows:

Prothena Corporation Plc – Exclusive License Agreement (May 9th, 2018)

This Exclusive License Agreement ("Agreement"; and as further defined herein) is made effective as of July 25, 2016 (the "Effective Date") between:

Exclusive License Agreement (May 4th, 2018)

THIS EXCLUSIVE LICENSE AGREEMENT (this "Agreement"), is entered into as of January 6, 2018 (the "Execution Date"), is entered into by and between Alnylam Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware ("Alnylam"), and Genzyme Corporation, a corporation organized and existing under the laws of the Commonwealth of Massachusetts ("Genzyme"). Except where otherwise specifically provided herein, the rights and obligations set forth herein shall only become binding upon the Effective Date (which, when used in this Agreement, has the meaning provided in Amendment No. 2 (as defined herein)).