Exclusive License Agreement Sample Contracts

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)).

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 4th, 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.

Amendment No. 1 to the Exclusive License Agreement (May 3rd, 2018)

This Amendment No. 1 (this "Amendment") to the Exclusive License Agreement between OvaScience, Inc. ("Company") and The General Hospital Corporation, ("Hospital") dated June 27, 2011 (the "Agreement"), is effective as of September 7, 2011. Capitalized terms used but not defined in this Amendment shall, unless the context otherwise requires, have the meanings specified in the Agreement.

The GENERAL HOSPITAL CORPORATION EXCLUSIVE LICENSE AGREEMENT MGH Agreement No: A209968 MGH Case Nos: 02595 and 21131 (May 3rd, 2018)

This Exclusive License Agreement ("Agreement") is made as of the 27th day of June, 2011 ("Effective Date"), by and between OvaScience, Inc., a Delaware corporation, having a principal place of business at The Prudential Tower, 800 Boylston Street, Suite 1555, Boston, MA 02199 ("Company") and The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit Massachusetts corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 ("Hospital"), each referred to herein individually as a "Party" and collectively as the "Parties".

Abpro Corp – Confidential EXCLUSIVE LICENSE AGREEMENT for MSKs Technology Her2-huOKT3 Bispecific AntibodySK2014-064 No Binding Agreement Between the Parties Will Exist Until This Agreement Has Been Signed by Both Parties. Unsigned Drafts of This Agreement Shall Not Be Considered Offers. (May 2nd, 2018)

This Exclusive License Agreement (the Agreement) is effective on the date of the last signature below (Effective Date), and is by and between Memorial Sloan Kettering Cancer Center (hereinafter referred to as MSK), a New York not-for-profit corporation with principal offices at 1275 York Avenue, New York NY 10065, and AbPro Corporation, a Delaware corporation with principal offices located at 65 Cummings Park Drive, Woburn, Massachusetts 01801 (LICENSEE). MSK and LICENSEE are sometimes referred to singly as Party and collectively as Parties.

Evelo Biosciences, Inc. – Exclusive License Agreement Between the University of Chicago and Evelo Biosciences for an Immuno-Oncology Technology (April 30th, 2018)

This License Agreement (Agreement), dated March 10, 2016 (the Effective Date), is between The University of Chicago, an Illinois not-for-profit corporation (University), and Evelo Biosciences, Inc., a Delaware corporation, having an address at 620 Memorial Drive, Suite 200 Cambridge, Massachusetts 02139. (Company). Each hereunder may be referred to separately as the Party, or together as the Parties.

Scholar Rock Holding Corp – [***] Indicates Material That Has Been Omitted and for Which Confidential Treatment Has Been Requested. All Such Omitted Material Has Been Filed With the Securities and Exchange Commission Pursuant to Rule 406 Promulgated Under the Securities Exchange Act of 1933, as Amended. Exclusive License Agreement Between Childrens Medical Center Corporation and Scholar Rock, Inc. (April 27th, 2018)

This Exclusive License Agreement (this Agreement) is made and entered into as of the date last written below (the Effective Date), by and among CHILDRENS MEDICAL CENTER CORPORATION, a charitable corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having Its principal office at 300 Longwood Avenue, Boston, Massachusetts, 02115, U.S.A. (hereinafter referred to as CMCC), SCHOLAR ROCK, Inc., a Delaware corporation, and wholly-owned subsidiary of Scholar Rock, LLC (Parent), having Its principal office at 300 Third St., 4th Floor, Cambridge, Massachusetts, 02142, U.S.A. (hereinafter referred to as Licensee), and solely with respect to Article IV, Paragraph A 3, Parent. CMCC and Licensee may also be referred to individually as (Party) or collectively as (Parties).

Unity Biotechnology, Inc. – Exclusive License Agreement (April 23rd, 2018)

This License Agreement (Agreement) is made as is made as of the 28th day of June, 2013 (the Effective Date) by and between the Mayo Foundation for Medical Education and Research, having its principal place of business at 200 First Street SW, Rochester, MN 55905 (Mayo), and Cenexys, Inc., a Delaware corporation, having a place of business at 1700 Owens St., Suite 535, San Francisco, CA 94158 (Company).

Unity Biotechnology, Inc. – Amendment No. 2 to Exclusive License Agreement (April 23rd, 2018)

THIS Amendment No.2 to Exclusive License Agreement (Amendment 2) is made and entered into this 17th day of November 2014 (Effective Date of Amendment 2), by and between the Mayo Foundation for Medical Education and Research (Mayo) having its principal place of business at 200 First Street SW, Rochester, MN 55905, and Cenexys, Inc., a Delaware corporation, having a place of business at 1700 Owen Street, Suite 535 San Francisco, CA 94158 (Company), for purposes of confirming the parties intent and agreement as set forth herein.

Unity Biotechnology, Inc. – Amended and Restated Exclusive License Agreement (April 23rd, 2018)

This Amended and Restated License Agreement (Agreement) is made as of the 27th day of January, 2017 (the Signature Date) by and between the Buck Institute for Research on Aging, a California non-profit public benefit corporation having its principal place of business at 8001 Redwood Boulevard, Novato, California 94945 (Buck), and Unity Biotechnology, Inc., a Delaware corporation, having a place of business at 3280 Brisbane Blvd, Brisbane, California 94005 (Sponsor).

Unity Biotechnology, Inc. – Amendment No. 3 to Exclusive License Agreement (April 23rd, 2018)

THIS Amendment No. 3 to Exclusive License Agreement (Amendment 3) is made and entered into this 5th day of May, 2015 (Effective Date of Amendment 3), by and between the Mayo Foundation for Medical Education and Research (Mayo) having its principal place of business at 200 First Street SW, Rochester, Minnesota 55905, and Unity Biotechnology, Inc. (formerly known as Cenexys, Inc.), a Delaware corporation, having a place of business at 1700 Owen Street, Suite 535 San Francisco, California 94158 (Company), for purposes of confirming the parties intent and agreement as set forth herein.

Unity Biotechnology, Inc. – Amendment No. 5 to Exclusive License Agreement (April 23rd, 2018)

THIS Amendment No.5 to Exclusive License Agreement (Amendment 5) is made and entered into this 12th day of October, 2016 (Effective Date of Amendment 5), by and between the Mayo Foundation for Medical Education and Research (Mayo) having its principal place of business at 200 First Street SW, Rochester, MN 55905, and Unity Biotechnology, Inc., a Delaware corporation, having a place of business at 3280 Bayshore Blvd, Brisbane CA 94005 (Company), for purposes of confirming the parties intent and agreement as set forth herein.

Unity Biotechnology, Inc. – Amendment No. 4 to Exclusive License Agreement (April 23rd, 2018)

THIS Amendment No. 4 to Exclusive License Agreement (Amendment No. 4) is made and entered into this 15th day of September 2016 (Effective Date of Amendment No. 4), by and between the Mayo Foundation for Medical Education and Research (Mayo) having its principal place of business at 200 First Street SW, Rochester, Minnesota 55905, and Unity Biotechnology, Inc. (formerly known as Cenexys, Inc.), a Delaware corporation, having a place of business at 3280 Bayshore Blvd, Brisbane (Company), for purposes of confirming the parties intent and agreement as set forth herein.

Unity Biotechnology, Inc. – Amendment No. 1 to Exclusive License Agreement (April 23rd, 2018)

THIS Amendment No.1 to Exclusive License Agreement (Amendment) is made and entered into this 10th day of September 2014 (Effective Date), by and between the Mayo Foundation for Medical Education and Research (Mayo) having its principal place of business at 200 First Street SW, Rochester, MN 55905, and Cenexys, Inc., a Delaware corporation, having a place of business at 1700 Owen Street, Suite 535 San Francisco, CA 94158 (Company), for purposes of confirming the parties intent and agreement as set forth herein.

Scholar Rock Holding Corp – [***] Indicates Material That Has Been Omitted and for Which Confidential Treatment Has Been Requested. All Such Omitted Material Has Been Filed With the Securities and Exchange Commission Pursuant to Rule 406 Promulgated Under the Securities Exchange Act of 1933, as Amended. Exclusive License Agreement Between Childrens Medical Center Corporation and Scholar Rock, Inc. (April 20th, 2018)

This Exclusive License Agreement (this Agreement) is made and entered into as of the date last written below (the Effective Date), by and among CHILDRENS MEDICAL CENTER CORPORATION, a charitable corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having Its principal office at 300 Longwood Avenue, Boston, Massachusetts, 02115, U.S.A. (hereinafter referred to as CMCC), SCHOLAR ROCK, Inc., a Delaware corporation, and wholly-owned subsidiary of Scholar Rock, LLC (Parent), having Its principal office at 300 Third St., 4th Floor, Cambridge, Massachusetts, 02142, U.S.A. (hereinafter referred to as Licensee), and solely with respect to Article IV, Paragraph A 3, Parent. CMCC and Licensee may also be referred to individually as (Party) or collectively as (Parties).

ArQule and Basilea Enter Into Exclusive License Agreement for Derazantinib in the US, EU, Japan and Rest of World Excluding Greater China ArQule Eligible to Receive Up to $336 Million Including Upfront, Regulatory and Commercial Milestone Payments ArQule to Host Investor Conference Call Including Transaction Details, AACR Highlights and an Update on Clinical Strategy April 18, 2018 at 9:00 A.M. ET (April 17th, 2018)

BURLINGTON, Mass. April 17, 2018 -ArQule, Inc. (NASDAQ: ARQL) today announced that it has entered into an exclusive license agreement with Basilea Pharmaceutica International Limited (Basilea, SIX: BSLN) to develop and commercialize derazantinib, a pan-FGFR (fibroblast growth factor receptor) inhibitor in the US, EU, Japan and rest of the world excluding the People's Republic of China, Hong Kong, Macau and Taiwan, where Sinovant Sciences Ltd., a Roivant Sciences Ltd. subsidiary, has rights to develop and exclusively commercialize the drug.

Knight Knox Development Corp. – Exclusive License Agreement Between the Research Foundation for the State University of New York and Artelo Biosciences, Inc. (April 17th, 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").

Evelo Biosciences, Inc. – Exclusive License Agreement Between the University of Chicago and Evelo Biosciences for an Immuno-Oncology Technology (April 13th, 2018)

This License Agreement (Agreement), dated March 10, 2016 (the Effective Date), is between The University of Chicago, an Illinois not-for-profit corporation (University), and Evelo Biosciences, Inc., a Delaware corporation, having an address at 620 Memorial Drive, Suite 200 Cambridge, Massachusetts 02139. (Company). Each hereunder may be referred to separately as the Party, or together as the Parties.

Abpro Corp – Confidential EXCLUSIVE LICENSE AGREEMENT for MSKs Technology Her2-huOKT3 Bispecific AntibodySK2014-064 No Binding Agreement Between the Parties Will Exist Until This Agreement Has Been Signed by Both Parties. Unsigned Drafts of This Agreement Shall Not Be Considered Offers. (April 11th, 2018)

This Exclusive License Agreement (the Agreement) is effective on the date of the last signature below (Effective Date), and is by and between Memorial Sloan Kettering Cancer Center (hereinafter referred to as MSK), a New York not-for-profit corporation with principal offices at 1275 York Avenue, New York NY 10065, and AbPro Corporation, a Delaware corporation with principal offices located at 65 Cummings Park Drive, Woburn, Massachusetts 01801 (LICENSEE). MSK and LICENSEE are sometimes referred to singly as Party and collectively as 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 (April 6th, 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 (April 6th, 2018)
Kinder Holding Corp. – Exclusive License Agreement (April 4th, 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").

Surface Oncology, Inc. – Exclusive License Agreement (March 23rd, 2018)

This Agreement is effective as of September 23, 2015 (the Effective Date), by and between Harbour Antibodies B.V., a Netherlands corporation located at Erasmus MC Building EE, Room 07-22, Wytemaweg 80, 3015 CN Rotterdam, The Netherlands (Harbour), and Surface Oncology, Inc., a Delaware corporation located at 215 First Street, Suite 400-S, Cambridge, MA 02142, USA (Surface). Harbour and Surface are each sometimes referred to herein as a Party or collectively as the Parties.

Evelo Biosciences, Inc. – Exclusive License Agreement Between the University of Chicago and Evelo Biosciences for an Immuno-Oncology Technology (March 21st, 2018)

This License Agreement (Agreement), dated March 10, 2016 (the Effective Date), is between The University of Chicago, an Illinois not-for-profit corporation (University), and Evelo Biosciences, Inc., a Delaware corporation, having an address at 620 Memorial Drive, Suite 200 Cambridge, Massachusetts 02139. (Company). Each hereunder may be referred to separately as the Party, or together as the Parties.

Knight Knox Development Corp. – Exclusive License Agreement Between the Research Foundation for the State University of New York and Artelo Biosciences, Inc. (March 21st, 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").