Exclusive License Agreement Sample Contracts

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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts

This Agreement, effective as of April 15, 2003 (the “Effective Date”), is between the University of Massachusetts Medical School (“Medical School”), a public institution of higher education of the Commonwealth of Massachusetts having an address of 55 Lake Avenue North, Worcester, MA 01655, and CytRx Corporation (“Company”), a Delaware corporation having an address of 11726 San Vicente Blvd., Suite 650, Los Angeles, CA 90049.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE EXAGEN INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO EXAGEN INC. IF PUBLICLY DISCLOSED....
Exclusive License Agreement • August 23rd, 2019 • Exagen Inc. • Services-medical laboratories • Pennsylvania

This Agreement is made and entered into as of the 2nd day of August, 2011 (“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 200 Gardner Steel Conference Center, Thackeray and O’Hara Streets, Pittsburgh, Pennsylvania 15260 (“UNIVERSITY”), and EXAGEN DIAGNOSTICS, INC., a corporation organized and existing under the laws of Delaware, having an office at 801 University Blvd. SE Suite 103 Albuquerque, NM 87106 (“LICENSEE”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts

This Agreement, effective as of January 10, 2007 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Worcester campus, and RXi Pharmaceuticals Corporation (“Company”), a Delaware corporation.

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • May 5th, 2020 • California

This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and (“*****”), a corporation having a principal place of business at , is effective on the day of , 20 (“Effective Date”).

EXCLUSIVE LICENSE AGREEMENT between Heart Test Laboratories, Inc. and Icahn School of Medicine at Mount Sinai
Exclusive License Agreement • September 21st, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Exclusive License Agreement (this “Agreement”) is by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, with a principal place of business at One Gustave L. Levy Place, New York, NY 10029 (“Mount Sinai”) and Heart Test Laboratories, Inc. d/b/a HeartSciences a Texas corporation, with a principal place of business at 550 Reserve Street, Suite 360, Southlake, TX 76092 (referred to herein as (“Licensee”). This Agreement shall become effective upon the Closing (the “Effective Date”), which shall be deemed the Closing Date. Mount Sinai and Licensee are each referred to herein as a “Party” and collectively as the “Parties.” Terms not defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement between the Parties, executed contemporaneously herewith (the “SPA”) and annexed hereto as Exhibit A.

Exclusive License Agreement
Exclusive License Agreement • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations • California

This Exclusive License Agreement (“Agreement”) is entered into as of this 2nd day of June 2021 (“Effective Date”) by and between Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (“CSMC”), with offices at 8700 Beverly Boulevard, Los Angeles, California 90048-1865, and Enviro Therapeutics, Inc., (“Licensee”), with offices at 2355 Westwood Blvd., #139, Los Angeles, CA 90069.

AMENDMENT NO. 1 TO THE EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • June 20th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances)

This AMENDMENT NO. 1 TO THE EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), dated as of October 22, 2012 (the “Amendment Effective Date”), is made by and between AMGEN INC., a Delaware corporation having an address of One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”), and NINA BIOTHERAPEUTICS, INC., a Delaware corporation (“Licensee”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • November 8th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • Pennsylvania

THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into by and between LANKENAU INSTITUTE FOR MEDICAL RESEARCH (“LIMR”) and NEWLINK GENETICS CORPORATION (“NewLink”) for the licensing of certain intellectual property rights to NewLink, effective on this day of October, 2007 (the “Effective Date”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • June 14th, 2021 • Alpha Healthcare Acquisition Corp. • Biological products, (no disgnostic substances) • Connecticut

THIS AGREEMENT (this “Agreement”) by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut (“YALE”), and Humacyte, Inc. a corporation organized and existing under the laws of the State of Delaware and with principal offices located at 2525 E. NC Highway 54 in Durham, NC (“LICENSEE”) is effective as of August 25, 2019 (“EFFECTIVE DATE”).

EXCLUSIVE LICENSE AGREEMENT by and between AMGEN INC. and SANTA MARIA BIOSCIENCES, INC. Dated as of September 7, 2012
Exclusive License Agreement • July 10th, 2014 • Atara Biotherapeutics, Inc. • Biological products, (no disgnostic substances)

This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of September 7, 2012 (the “Signing Date”) by and between AMGEN INC., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California 91320 (“Amgen”), and SANTA MARIA BIOSCIENCES, INC., a Delaware corporation (“Company”). Company and Amgen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

FOR REFERENCE ONLY To establish a license agreement at UC Berkeley, contact an Office of Technology Licensing Officer for assistance. SAMPLE EXCLUSIVE LICENSE AGREEMENT FOR [ TITLE ]*
Exclusive License Agreement • December 13th, 2023

This exclusive license agreement (“AGREEMENT”) is effective on [DATE] (“Effective Date”), and is by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 408, Berkeley, CA 94704-1362 ("REGENTS") and [LICENSEE name], a [State of incorporation] corporation having a principal place of business at [LICENSEE address] ("LICENSEE"). The parties agree as follows:

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • May 27th, 2022 • Rhode Island

This Exclusive License Agreement (this “Agreement”) is entered into as of January 25, 2021 , 2021 (the “Effective Date”), by and between Elkurt Inc. a Rhode Island corporation, with an address at 297 President Ave, Providence RI 02906 (“Elkurt”) and Ocean Biomedical Inc, a Delaware corporation with an address at 19W060 Avenue LaTours, Oak Brook, IL 60523 (“Licensee”).

EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement (the “Agreement”; JHU Agreement Ref. No.: Al2062) is BETWEEN: UNIVERSITY OF VICTORIA INNOVATION AND DEVELOPMENT CORPORATION a corporation owned by the University of Victoria and having its...
Exclusive License Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations

WHEREAS, IDC is the University of Victoria’s (UVic’s) corporation for commercialization of intellectual property and discoveries; and

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • May 9th, 2017 • uniQure N.V. • Pharmaceutical preparations • New York

THIS Exclusive License Agreement (“Agreement”), effective as of 07 July 2008 (“Effective Date”), is entered into by and between St. Jude Children’s Research Hospital, Inc., a Tennessee not-for-profit corporation located at 262 Danny Thomas Place, Memphis, Tennessee 38105 (“ST. JUDE”) and Amsterdam Molecular Therapeutics B.V., a closed limited liability company organized and existing under the laws of the Netherlands, with registered offices at Meibergdreef 61, 1105 BA Amsterdam, the Netherlands, (each a “Party” and together the “Parties”).

CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • February 1st, 2019 • Exagen Inc. • Services-medical laboratories • New Mexico

This Agreement (“Agreement”) is made and entered into as of the 5th day of September, 2011 (“EFFECTIVE DATE”), by and between Thierry DERVIEUX an individual and his company DeNovo, a California limited liability corporation, located at, 240 Coral Rose Irvine, CA 92603 (“DERVIEUX”), and EXAGEN DIAGNOSTICS, INC., a corporation organized and existing under the laws of Delaware, having an office at 801 University Blvd. SE Suite 103 Albuquerque, NM 87106 (“EXAGEN”).

EXCLUSIVE LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND FIBROCELL SCIENCE, INC FOR UCLA CASE NO. 2014-142:
Exclusive License Agreement • October 7th, 2014 • Fibrocell Science, Inc. • Pharmaceutical preparations • California

THIS EXCLUSIVE LICENSE AGREEMENT AND THE ATTACHED APPENDICES A, B, AND C (collectively, the “Agreement”) is made and is effective this 1st day of June, (the “Effective Date”), by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“The Regents”), a California corporation having its corporate offices located at 1111 Franklin Street, Oakland, California 94607-5200, acting through The Office of Intellectual Property and Industry Sponsored Research of the University of California, Los Angeles, located at 11000 Kinross Avenue, Suite 200, Los Angeles, CA, 90095-1406, and FIBROCELL SCIENCE, INC. (“Licensee”), a Delaware corporation having a principal place of business at 405 Eagleview Blvd., Exton, PA, 19341.This Agreement refers to The Regents and Licensee collectively as the “Parties” and individually as a “Party.”

EXCLUSIVE LICENSE AGREEMENT *
Exclusive License Agreement • August 29th, 2022 • California

This exclusive license agreement (“AGREEMENT”) is effective [ ] (“Effective Date”), by and between REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, CA 94720-1366 ("REGENTS") and [ ], a [ ] corporation having a principal place of business at [ ] ("LICENSEE"). The parties agree as follows:

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • August 16th, 2022 • Emulate Therapeutics, Inc. • Surgical & medical instruments & apparatus • Washington

This Exclusive License Agreement (“Agreement”) is entered into as of July 29, 2021, between EMulate Therapeutics, Inc., a company incorporated under the laws of the State of Washington, U.S. (“EMulate”), and having a principal place of business at 425 Pontius Avenue North, Suite 200, Seattle, WA 98109, U.S., and Hapbee Technologies, Inc., a company existing under the laws of the province of British Columbia, Canada, and having a principal place of business at 700 West Georgia Street, 25th Floor, Vancouver, BC V7Y 1B3, Canada (“Hapbee”). EMulate and Hapbee are sometimes each referred to herein as a “Party” and sometimes referred to herein together as the “Parties.”

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • March 12th, 2021 • Pennsylvania

This Agreement is made and entered into as of the day of , 2012 (“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 200 Gardner Steel Conference Center, Thackeray and O’Hara Streets, Pittsburgh, Pennsylvania 15260 (“University”), and

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SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • February 4th, 2022 • Ocean Biomedical, Inc. • Pharmaceutical preparations

This Second Amendment to License Exclusive Agreement (this “Amendment”) is entered into as of August 31, 2021 (the “Amendment Date”), by and between Elkurt, Inc., a Rhode Island corporation with an address at 297 President Ave, Providence RI 02906 (“Elkurt”) and Ocean Biomedical Inc, a Delaware corporation with an address at 19W060 Avenue LaTours, Oak Brook, IL 60523 (“Licensee”).

AND GTX, INC.
Exclusive License Agreement • October 15th, 2003 • GTX Inc/Tn • Tennessee
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LICENSE AGREEMENT BETWEEN STEALTH PEPTIDES INTERNATIONAL INC. AND CORNELL UNIVERSITY FOR DOCKET NO. [**]
Exclusive License Agreement • December 28th, 2018 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York

THIS EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is made effective as of the date last signed below (“Effective Date”) by and between Stealth Peptides International Inc. (“LICENSEE”), a corporation of the Cayman Islands, that has a principal place of business and offices at 2nd Floor, Le Prince de Galles, 3-5 Avenue des Citronniers, Monaco, and Cornell University (“Cornell”) as represented by its Cornell Center for Technology Enterprise and Commercialization (“CCTEC”) at 395 Pine Tree Road, Ithaca, NY. LICENSEE and Cornell are each referred to individually as “Party” and collectively as “Parties.” The Parties hereby agree as follows:

Exclusive License Agreement Between
Exclusive License Agreement • February 14th, 2020 • Quadrant Biosciences Inc • Pharmaceutical preparations • New York

This Exclusive License Agreement (hereinafter, "Agreement") is made and is effective as of the date of the last signature below (hereinafter, "Effective Date") by and between The Research Foundation for The State University of New York ("SUNY"), on behalf of Upstate Medical University ("Upstate"), a non-profit educational corporation, organized and existing under the laws of the State of New York, having offices at 750 East Adams St., WH 1109C ,Syracuse, NY 13210 (hereinafter, "Foundation"), The Penn State Research Foundation having a principal place of business at Office of Technology Management, 113 Technology Center, University Park, PA 16802 (hereinafter referred to as "PSRF") (individually "Licensor", collectively "Licensors"), and Quadrant Biosciences Inc., a Delaware corporation, having a primary address at 505 Irving Ave., Suite 3100AB, Syracuse, NY 13210 (hereinafter, "Licensee", and together with Foundation and PSRF, the "Parties", and each individually a "Party").

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • October 22nd, 2010 • Pacific Biosciences of California Inc • Laboratory analytical instruments • New York

THIS AGREEMENT is effective as of February 1, 2004 (“Effective Date”) between Nanofluidics, Inc. (“LICENSEE”), a corporation of the State of Delaware, that has a principal place of business at 31 Dutch Mill Road, Ithaca, New York 14850, and Cornell Research Foundation, Inc. (“FOUNDATION”), a non-profit corporation of the State of New York, having an office at 20 Thornwood Drive, Suite 105, Ithaca, NY 14850. FOUNDATION and LICENSEE (individually “Party” and collectively, “Parties”) hereby agree as follows:

SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • October 20th, 2021 • Allarity Therapeutics, Inc. • Pharmaceutical preparations

This Second Amendment to the Exclusive License Agreement (“Second Amendment”) effective as of August 3, 2021 (“Second Amendment Effective Date”) is by and between: EISAI INC., with its principal office at 100 Tice Blvd., Woodcliff Lake, NJ 07093, United States of America (“Eisai”) and ALLARITY THERAPEUTICS A/S, with its principal office at Venlighedsvej 1, DK-2970 Hoersholm, Denmark (“Allarity”) (formerly known as Oncology Venture ApS), with reference to the following:

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT BY...
Exclusive License Agreement • April 22nd, 2019 • Trevi Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania

This Exclusive License Agreement is entered into this 13th day of May, 2011 (the “Effective Date”), by and between Trevi Therapeutics, Inc,, a Delaware company, with principal offices located at 52 Charter Ridge Drive, Sandy Hook, CT 06482 (“Trevi”) and Penwest Pharmaceuticals Co,, a Washington corporation, with principal offices located at 100 Endo Boulevard, Chadds Ford, PA 19317 (“Penwest”). Each of Trevi and Penwest may be referred to, individually, as a “Party”, and, collectively, as the “Parties”.

Confidential Treatment Requested by Homology Medicines, Inc. EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • March 19th, 2018 • Homology Medicines, Inc. • Pharmaceutical preparations • California

THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of April, 2016 (the “Effective Date”) by and between Homology Medicines, Inc., a Delaware corporation with a principal place of business at 44 Hartwell Avenue, Suite 102, Lexington, Massachusetts 02421 (“Licensee”) and City of Hope, a California nonprofit public benefit corporation located at 1500 East Duarte Road, Duarte, California 91010 (“City of Hope” or “COH”). Licensee and COH are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip

This Agreement is made effective the 5th day of February, 2007, by and between Wisconsin Alumni Research Foundation (hereinafter called “WARF”), a nonstock, nonprofit Wisconsin corporation, and Tecogen Inc. (hereinafter called “Licensee”), a corporation organized and existing under the laws of

AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT by and among FIBROGEN, INC. and its AFFILIATES and ELUMINEX BIOSCIENCES (SUZHOU) LIMITED
Exclusive License Agreement • August 7th, 2023 • Fibrogen Inc • Pharmaceutical preparations • New York

This SECOND AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into April 19, 2023 (the “Second Restated License Execution Date”) and effective as of the Effective Date (as defined in Section 1.35), by and among: FIBROGEN, INC., a company organized under the laws of Delaware with a business address at 409 Illinois Street, San Francisco, CA 94158, United States and its Affiliates, including FibroGen (China) Medical Technology Development Co., Ltd. 珐博进(中国)医药技术开发有限公司, a wholly foreign owned limited liability company having its principal place of business at 101-601, Unit 2, Building 7, No. 88, 6th Ke Chuang Street, Beijing Economic Technological Development Area, Beijing, China (“FibroGen China”) (FIBROGEN, INC. and its Affiliates along with FibroGen China are collectively referred to herein as “FIBROGEN”), and ELUMINEX BIOSCIENCES (SUZHOU) LIMITED 典晶生物医药科技(苏州)有限公司, a company organized under the laws of People’s Republic of China with registered address at Unit

Exclusive License Agreement
Exclusive License Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • New York

Made this 28th day of April, 2010 (the “Effective Date”) by and between Protox Therapeutics Inc., a corporation duly organized and existing under the laws of British Columbia and having its registered office at 1210 - 885 West Georgia Street, Vancouver, BC, Canada (hereinafter called “Protox”) and Kissei Pharmaceutical Co., Ltd., a corporation duly organized and existing under the laws of Japan and having its registered office at 19-48, Yoshino, Matsumoto, Nagano Prefecture, Japan (hereinafter called “Kissei”).

CONFIDENTIAL EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • August 2nd, 2000 • Rosetta Inpharmatics Inc • Services-commercial physical & biological research • Washington
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