Exclusive License Agreement Sample Contracts

Tapimmune Inc – Exclusive License Agreement (March 15th, 2019)

This Exclusive License Agreement (hereinafter called this "Agreement"), to be effective as of the 16th day of March, 2018 (hereinafter called the "Agreement Date"), is by and between Baylor College of Medicine (hereinafter called "BCM"), a Texas nonprofit corporation having its principal place of business at One Baylor Plaza, Houston, Texas 77030, and Marker Therapeutics, Inc., a corporation organized under the laws of Delaware and having a principal place of business at 33 5th Avenue N.W., New Brighton, Minnesota (hereinafter, referred to as "LICENSEE").

Arsanis, Inc. – Beth Israel Deaconess Medical Center Exclusive License Agreement (March 13th, 2019)
AMENDMENT No. 1 to the NON-EXCLUSIVE LICENSE AGREEMENT Dated 6 February 2012 Between LONZA SALES AG and FIVE PRIME THERAPEUTICS, INC. And BIOWA, INC. (February 26th, 2019)

[***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

RedHill Biopharma Ltd. – Amendment #4 to EXCLUSIVE LICENSE AGREEMENT Apogee Biotechnology Corporation and RedHill Biopharma Ltd (February 26th, 2019)

This Amendment is entered into effective as of the date of the last signature below (the "Effective Date") by and between RedHill Biopharma Ltd ("RedHill") and Apogee Biotechnology Corporation ("Apogee") to amend the terms of that Exclusive License Agreement entered into by the parties effective March 30, 2015 ("Agreement").

Atara Biotherapeutics – Amendment No. 1 to the Exclusive License Agreement (February 26th, 2019)

This Amendment No. 1 to the Exclusive License Agreement (this "Amendment") is made and entered into, effective as of August 30, 2018 ("Amendment Effective Date"), by and between Memorial Sloan Kettering Cancer Center ("MSK"), a New York not-for-profit corporation with principal offices at 1275 York Avenue, New York, NY 10065, and Atara Biotherapeutics, Inc. ("Licensee"), a corporation with offices at 611 Gateway Blvd, Suite 900, South San Francisco, CA 94080. MSK and Licensee are sometimes referred to singly as "Party" and collectively as "Parties."

RedHill Biopharma Ltd. – Amendment #1 to EXCLUSIVE LICENSE AGREEMENT Apogee Biotechnology Corporation and RedHill Biopharma Ltd (February 26th, 2019)

This Amendment is entered into effective as of the date of the last signature below (the "Effective Date") by and between RedHill Biopharma Ltd ("RedHill") and Apogee Biotechnology Corporation ("Apogee") to amend the terms of that Exclusive License Agreement entered into by the parties effective March 30, 2015 ("Agreement").

AMENDMENT No. 2 to the NON-EXCLUSIVE LICENSE AGREEMENT Dated 6 February 2012 Between BIOWA, INC. And LONZA SALES AG and FIVE PRIME THERAPEUTICS, INC. (February 26th, 2019)

[***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

RedHill Biopharma Ltd. – Amendment #5 to EXCLUSIVE LICENSE AGREEMENT Apogee Biotechnology Corporation and RedHill Biopharma Ltd. (February 26th, 2019)

This Amendment is entered into effective as of the date of the last signature below (the "Effective Date") by and between RedHill Biopharma Ltd. ("RedHill") and Apogee Biotechnology Corporation ("Apogee") to amend the terms of that Exclusive License Agreement entered into by the parties effective March 30, 2015 ("Agreement").

Axovant Sciences Ltd. – Exclusive License Agreement (February 7th, 2019)

This Agreement, effective as of December 7, 2018 (the "Effective Date"), is between the University of Massachusetts ("University"), a not-for-profit, public institution of higher education of the Commonwealth of Massachusetts, established by Chapter 75 of the Massachusetts General Laws, and Axovant Sciences GmbH, a company organized under the laws of Switzerland and having an address of Viaduktstrasse 8, 4051 Basel, Switzerland ("Company").

BioCancell Ltd. – Exclusive License Agreement (January 7th, 2019)

THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is made in Jerusalem as of this _ day of November 14, 2005 (the "Effective Date").

Stealth BioTherapeutics Corp – Exclusive License Agreement (December 28th, 2018)
Stealth BioTherapeutics Corp – Exclusive License Agreement (December 28th, 2018)
Stealth BioTherapeutics Corp – Exclusive License Agreement (December 28th, 2018)
Hoth Therapeutics, Inc. – Exclusive License Agreement (December 14th, 2018)

This Exclusive License Agreement (the "Agreement) is effective (the "Effective Date") on the date the last of the Parties executes this Agreement, and is by and between the University of Cincinnati, a state institution of higher education organized under Section 3361 of the Ohio Revised Code, having an address at 51 Goodman Dr., Suite 240, Cincinnati, OH 45221-0829, ("UC") and Hoth Therapeutics, Inc. (the "Licensee"), a company with offices at One Rockefeller Plaza, Suite 1039, New York, NY 10020 (the "Company").

BioCancell Ltd. – Exclusive License Agreement (November 27th, 2018)

THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is made in Jerusalem as of this _ day of November 14, 2005 (the "Effective Date").

Threshold Pharmaceuticals – DEVELOPMENT COLLABORATION AND Exclusive LICENSE AGREEMENT (November 13th, 2018)

This Development Collaboration and Exclusive License Agreement (this "Agreement") is entered into as of September 18, 2018 (the "Effective Date") by and between MOLECULAR TEMPLATES, INC., a Delaware corporation, having its principal place of business at 9301 Amberglen Boulevard, Suite 100, Austin, TX 78729 ("MTEM") and MILLENNIUM PHARMACEUTICALS, INC., a Delaware corporation, a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited, having its principal place of business at 40 Landsdowne Street, Cambridge, MA 02139 ("Takeda"). MTEM and Takeda may sometimes individually be referred to hereafter as a "Party" or collectively as the "Parties."

Durect Corporation – Exclusive License Agreement (November 8th, 2018)

THIS EXCLUSIVE LICENSE AGREEMENT is made and entered into this 5th day of December, 2012, by and between: DURECT CORPORATION, a Delaware corporation (hereinafter referred to as the "LICENSEE") with its principal place of business at 10260 Bubb Road, Cupertino, CA 95014, and VIRGINIA COMMONWEALTH UNIVERSITY INTELLECTUAL PROPERTY FOUNDATION (hereinafter referred to as the "LICENSOR"), and with its principal place of operation at Virginia Commonwealth University, 800 E. Leigh Street, Suite 3000, Richmond, Virginia 23298-0568.

Durect Corporation – Amendment No. 1 to Exclusive License Agreement (November 8th, 2018)

THIS AMENDMENT No. 1 TO EXCLUSIVE LICENSE AGREEMENT is entered into on July 2, 2015 (the "Effective Date of the Amendment"), by and between DURECT Corporation ("Company") and Virginia Commonwealth University Intellectual Property Foundation ("VCUIPF").

Intrexon Corp – Exclusive License Agreement (November 8th, 2018)

This Exclusive License Agreement (the "Agreement") is entered into as of October 5, 2018 (the "Effective Date") by and between ZIOPHARM Oncology, Inc., a Delaware corporation, with its principal place of business at 1180 Avenue of the Americas, 19th Floor, New York, NY 10036 ("Ziopharm"), and Precigen, Inc., a Delaware corporation, with its principal place of business at 20358 Seneca Meadows Parkway, Germantown, MD 20876 ("Precigen"), a wholly owned subsidiary of Intrexon Corporation, a Virginia corporation, with its principal place of business at 20374 Seneca Meadows Parkway, Germantown, MD 20876 ("Intrexon"). Ziopharm and Precigen are sometimes referred to herein individually as a "Party" and collectively as the "Parties". Intrexon is a party to: the Recitals; Section 2.2, Section 3.4, Article 13 and Section 14.13 of this Agreement.

Stealth BioTherapeutics Corp – Exclusive License Agreement (October 26th, 2018)
Stealth BioTherapeutics Corp – Exclusive License Agreement (October 26th, 2018)
Stealth BioTherapeutics Corp – Exclusive License Agreement (October 26th, 2018)
Gossamer Bio, Inc. – EXCLUSIVE LICENSE AGREEMENT by and Between FSG Pulmo, Inc., FSG Bio, Inc., and Pulmokine, Inc. Dated as of the 2nd Day of October, 2017 (October 11th, 2018)
Aytu Bioscience, Inc – Amended and Restated Exclusive License Agreement (September 6th, 2018)

This Exclusive License Agreement (the "Agreement") is entered into as of June 11, 2018 (the "Effective Date") by and between Aytu BioScience, Inc., a Delaware corporation ("Licensee"), and Magna Pharmaceuticals, Inc. a Kentucky corporation ("Licensor"). Licensor and Licensee may be referred to herein individually as a "Party" or collectively, as the "Parties."

Inmune Bio, Inc. – Exclusive License Agreement (August 30th, 2018)

IMMUNE VENTURES, LLC, a limited liability corporation organized and existing under the laws of the State of Washington, having an office and its principal place of business at 1001 4th Avenue, Suite 4500, Seattle, WA 98154 (hereinafter "Licensor"), and

Inmune Bio, Inc. – Exclusive License Agreement (August 30th, 2018)

This Agreement is made and entered into as of June 26, 2017 ("Effective Date"), by and between the University of Pittsburgh - Of the Commonwealth System of Higher Education, a non- profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with an office at 1st Floor Gardner Steel Conference Center, 130 Thackeray Avenue, Pittsburgh, Pennsylvania 15260 ("University"), and Immune Ventures, LLC, with its principal business at 7503 Jones Ave NW, Seattle, WA 98117 ("Licensee").

Hawkeye Systems, Inc. – Exclusive License Agreement (August 27th, 2018)

This EXCLUSIVE LICENSE AGREEMENT (this Agreement) is entered into as of August 1, 2018 (the Effective Date), by and between InSight Engineering LLC, a Delaware limited liability company (Licensor) having a place of business at 7119 W. Sunset Blvd., #468, Los Angeles, CA 90046, and Optical Flow, LLC, a Nevada limited liability company (Licensee) having a place of business at 7119 W. Sunset Blvd., #468, Los Angeles, CA 90046.

Versartis, Inc. – Exclusive License Agreement (August 24th, 2018)
Lixte Biotechnology Holdings, Inc. – Exclusive License Agreement (August 23rd, 2018)

THIS EXCLUSIVE LICENSE AGREEMENT is made and entered into on August 20, 2018 (hereinafter "EFFECTIVE DATE") by and between H. Lee Moffitt Cancer Center and Research Institute, Inc. a non-profit Florida corporation organized pursuant to Section 1004.43, Florida Statutes, whose address is 12902 Magnolia Drive Tampa, Florida 33612-9497 (hereinafter "MOFFITT") and Lixte Biotechnology Holdings, Inc. a Delaware corporation, whose address is 248 Route 25A, No. 2, East Setauket, NY 11733 (hereinafter "LICENSEE"). MOFFITT and LICENSEE are referred herein collectively as the "Parties" and each individually, as a "Party".

Principia Biopharma Inc. – AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT for RSK Inhibitors and Novel Electrophiles (August 17th, 2018)

This amended and restated license agreement (Agreement) is made effective this 31st day of May, 2012 (Amendment Effective Date), by and between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (The Regents) and acting through its Office of Technology Management, University of California San Francisco (UCSF), 185 Berry Street, Suite 4603, San Francisco, California 94107 and Principia Biopharma Inc., a Delaware corporation, having a principal place of business at 400 East Jamie Court, Suite 302, South San Francisco, California 94080 (Licensee).

Principia Biopharma Inc. – AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT Between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and PRINCIPIA BIOPHARMA INC. For Inverted Kinase Inhibitors OTM Case No. SF2011-045 (August 17th, 2018)

This Amended and Restated Exclusive License Agreement (Agreement) is made effective this 5th day of December, 2013 (Amendment Effective Date), by and between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (The Regents) and acting through its Office of Innovation, Technology, and Alliances, University of California San Francisco (UCSF), 3333 California Street, Suite S-11, San Francisco, California 94143, and Principia Biopharma Inc., a Delaware corporation, having a principal place of business at 400 East Jamie Court, Suite 302, South San Francisco, California 94080 (Licensee). The Regents and Licensee may be referred to herein individually as a Party, and collectively as the Parties.

Prothena Corporation Plc – Exclusive License Agreement (August 17th, 2018)
Principia Biopharma Inc. – AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT for RSK Inhibitors and Novel Electrophiles (August 15th, 2018)

This amended and restated license agreement (Agreement) is made effective this 31st day of May, 2012 (Amendment Effective Date), by and between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (The Regents) and acting through its Office of Technology Management, University of California San Francisco (UCSF), 185 Berry Street, Suite 4603, San Francisco, California 94107 and Principia Biopharma Inc., a Delaware corporation, having a principal place of business at 400 East Jamie Court, Suite 302, South San Francisco, California 94080 (Licensee).

Principia Biopharma Inc. – AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT Between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and PRINCIPIA BIOPHARMA INC. For Inverted Kinase Inhibitors OTM Case No. SF2011-045 (August 15th, 2018)

This Amended and Restated Exclusive License Agreement (Agreement) is made effective this 5th day of December, 2013 (Amendment Effective Date), by and between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (The Regents) and acting through its Office of Innovation, Technology, and Alliances, University of California San Francisco (UCSF), 3333 California Street, Suite S-11, San Francisco, California 94143, and Principia Biopharma Inc., a Delaware corporation, having a principal place of business at 400 East Jamie Court, Suite 302, South San Francisco, California 94080 (Licensee). The Regents and Licensee may be referred to herein individually as a Party, and collectively as the Parties.

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: