License Agreement Sample Contracts

Precision Biosciences Inc – LICENSE AGREEMENT (March 1st, 2019)

THIS AGREEMENT made and entered into this 17th day of April (“EFFECTIVE DATE”), by and between DUKE UNIVERSITY, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”), having its principal office at Durham, North Carolina 27710, and Precision BioSciences, Inc., a Delaware corporation (“PRECISION”) with offices at 2211 Hillsborough Road, #4087, Durham, NC 27705.

Puma Biotechnology, Inc. – LICENSE AGREEMENT by and between Puma Biotechnology, Inc. and Knight Therapeutics Inc. DATE: January 9, 2019 (March 1st, 2019)

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Codexis Inc – AMENDMENT NO. 1 TO PLATFORM TECHNOLOGY TRANSFER AND LICENSE AGREEMENT (March 1st, 2019)

AMENDMENT NO. 1 TO PLATFORM TECHNOLOGY TRANSFER AND LICENSE AGREEMENT effective as of October 10, 2018 (the EFFECTIVE DATE) (this “Amendment”) by and between CODEXIS, INC., (the “Vendor”), a Delaware corporation, having a place of business at 200 Penobscot Drive, Redwood City, CA 94063 (“CODEXIS”) and MERCK SHARP AND DOHME CORP. (the “Company”), having a place of business at One Merck Drive, Whitehouse Station, NJ 08889-0100. (“MERCK”)

Alcon Inc – PATENT AND KNOW-HOW LICENSE AGREEMENT (February 28th, 2019)
Biospecifics Technologies Corp – SECOND AMENDMENT TO SECOND AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENT (February 28th, 2019)

This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENT dated February 26, 2019, with an effective date as of January 1, 2019 (the “Second Amendment Effective Date”), is by and between BioSpecifics Technologies Corp., a Delaware corporation (“BTC”), and Endo Global Ventures, a Bermuda unlimited liability company (“Endo”). BTC and Endo shall sometimes be referred to herein collectively as “Parties.”

Spark Therapeutics, Inc. – LICENSE AGREEMENT AMENDMENT (February 28th, 2019)

This Amendment (the "Amendment"), with an effective date of November 23, 2015 (the "Effective Date") serves as a modification to the November 23, 2015 License Agreement made by and between Spark Therapeutics, Inc., a Delaware corporation having a principle place of business at 3737 Market Street, Suite 1300 Philadelphia, Pennsylvania, 19104 ("SPARK"), and The Children's Hospital of Philadelphia®, a non-profit entity organized and existing under the laws of Pennsylvania and having a principal place of business at 34th and Civic Center Boulevard, Philadelphia, PA 19104 ("CHOP") (the "[**] Agreement"). Each of SPARK and CHOP may be referred to herein individually as a "Party" and together as the "Parties".

Amicus Therapeutics, Inc. – RESEARCH, COLLABORATION & LICENSE AGREEMENT DATED AS OF OCTOBER 8, 2018 BY AND BETWEEN THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA AND AMICUS THERAPEUTICS, INC. RESEARCH, COLLABORATION & LICENSE AGREEMENT (February 28th, 2019)

This Research, Collaboration & License Agreement (this “Agreement”) is dated as of October 8, 2018 (the “Effective Date”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and Amicus Therapeutics, Inc., a corporation organized under the laws of the state of Delaware (“Licensee”). Penn and Licensee may be referred to herein as a “Party” or, collectively, as “Parties”.

Alcon Inc – PATENT AND KNOW-HOW LICENSE AGREEMENT (February 28th, 2019)
Todos Medical Ltd. – SHARE PURCHASE AND ASSIGNMENT OF LICENSE AGREEMENT (February 28th, 2019)

THIS SHARE PURCHASE AND ASSIGNMENT OF LICENSE AGREEMENT (the “Agreement”) is made and entered into as of this 27 day of February, 2019 (the “Effective Date”), by and among (1) Todos Medical Ltd., an Israeli company, with an address at Rechov HaMada 1, Rehovot 7670301, Israel, (“Todos”); (2) Amarantus Bioscience Holdings, Inc., a Nevada corporation, with an address at 45 Wall St., Suite 920, New York, NY 10005 (“Amarantus”); and (3) Breakthrough Diagnostics, Inc., a Nevada corporation, with an address at 45 Wall St., Suite 920, New York, NY 10005 (the “Subsidiary”). Todos, Amarantus, and Breakthrough shall be referred to collectively herein as the “Parties,” and each separately as a “Party”.

Revance Therapeutics, Inc. – LICENSE AGREEMENT BY AND BETWEEN REVANCE THERAPEUTICS, INC. AND SHANGHAI FOSUN PHARMACEUTICAL INDUSTRIAL DEVELOPMENT CO., LTD. DECEMBER 4, 2018 (February 28th, 2019)

This License Agreement (the “Agreement”) is entered into as of December 4, 2018 (the “Effective Date”) by and between Revance Therapeutics, Inc., a Delaware corporation with a place of business at 7555 Gateway Blvd., Newark, California, 94560 (“Revance”) and Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd., a Chinese corporation with a place of business at Building A, 1289 Yishan Road, Minhang District, Shanghai 200233, China (“Fosun”). Revance and Fosun are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

REGENXBIO Inc. – License Agreement (February 27th, 2019)

This LICENSE AGREEMENT (“Agreement”) is entered into as of November 4, 2018 (“Effective Date”) by and between REGENXBIO Inc., a corporation organized under the laws of the State of Delaware, with offices at 9600 Blackwell Road, Suite 210, Rockville, MD 20850 (“Licensor”), and Abeona Therapeutics Inc., a corporation organized under the laws of the State of Delaware, with offices at 1330 Avenue of the Americas, 33rd Floor, New York, NY 10019 (“Licensee”).  Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”

Gilead Sciences Inc – AMENDED AND RESTATED EVG LICENSE AGREEMENT (February 26th, 2019)

THIS AMENDED AND RESTATED EVG LICENSE AGREEMENT (the “Agreement”) is made and entered into as of November 29, 2018 (the “A&R Execution Date”) by and between JAPAN TOBACCO INC., a Japanese corporation having its principal place of business at JT Building, 2-1 Toranomon, 2-chome, Minato-ku, Tokyo 105-8422, Japan (“JT”), and GILEAD SCIENCES, INC., a Delaware corporation having its principal place of business at 333 Lakeside Drive, Foster City, CA 94404, United States (“Gilead”). JT and Gilead are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

INSMED Inc – Amendment No. 8 To License Agreement Between INSMED INCORPORATED and PARI Pharma GmbH (February 22nd, 2019)

This eighth amendment (“Amendment No. 8”) effective 19th December 2018 (“Amendment No. 8 Effective Date”) to the License Agreement dated and effective the 25th of April 2008 between PARI Pharma GmbH, a German corporation with a principal place of business at Moosstrasse 3, D-82319 Starnberg, Germany (“PARI”) and Transave, Inc., a Delaware corporation, as amended by Amendment No. 1 the 24th day of June 2009, Assignment and Amendment No. 2 the 22nd day of December 2010, Amendment No. 3 the 6th day of March 2012, Amendment No. 4 the 21st day of May 2012, Amendment No. 5 the 5th day of October 2015, Amendment No. 6 the 9th day of October 2015 and Amendment No. 7 the 21st day of July 2017 (collectively, the “Agreement”), is entered into between PARI and Insmed Incorporated (successor in interest to Transave, Inc.), with registered offices at 10 Finderne Avenue, Building 10, Bridgewater, NJ  08807-3365 (“Insmed”). PARI and Insmed shall be referred to collectively as the “Parties”.

Emergent BioSolutions Inc. – AMENDMENT NO. 1 TO LICENSE AGREEMENT (February 22nd, 2019)

This Amendment No. 1 to License Agreement (this “Amendment”) is made as of December 13, 2016, by and among Opiant Pharmaceuticals Inc. (formerly known as Lightlake Therapeutics Inc.), a Nevada corporation (“Opiant”), and Adapt Pharma Operations Limited, an Irish limited company (“Adapt”).  Opiant and Adapt are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.  Capitalized terms used but not defined herein have the meanings given to them in the License Agreement (as defined below).

Emergent BioSolutions Inc. – LICENSE AGREEMENT between LIGHTLAKE THERAPEUTICS INC. and ADAPT PHARMA OPERATIONS LIMITED Dated as of December 15, 2014 (February 22nd, 2019)

This License Agreement (the “Agreement”) is made and entered into effective as of December 15, 2014 (the “Effective Date”) by and between Lightlake Therapeutics Inc., a Nevada corporation (“Lightlake”), and Adapt Pharma Operations Limited, an Irish limited company (“Adapt”).  Lightlake and Adapt are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Cboe Global Markets, Inc. – Amendment No. 14 to the License Agreement (February 22nd, 2019)

This Amendment No. 14 ("Amendment No. 14"), executed this December 20, 2018 with a retroactive effective date as of January 1, 2017, ("Amendment Effective Date") to the License Agreement dated as of November 1, 1994, by and between S&P Dow Jones Indices, LLC ("S&P")  and Cboe Exchange, Inc. ("CBOE"), formerly known as Chicago Board Options Exchange, Incorporated, as previously amended by Amendment No. 1 effective January 15, 1995, Amendment No. 2 effective April 1, 1998, Amendment No. 3 effective July 28, 2000, Amendment No. 4 effective October 27, 2000, Amendment No. 5 effective March 1, 2003, Amended and Restated Amendment No. 6 effective February 24, 2009 (which implemented "Addendum No. 1"), Amended and Restated Amendment No. 7 effective February 24, 2009, Amendment No. 8 effective January 9, 2005, Amendment No. 10 effective June 19, 2009, Amendment No. 11 effective April 29, 2010, Amendment No. 12 effective March 8, 2013, and Amendment No. 13 effective December 21, 2017 (Amendment

Cboe Global Markets, Inc. – Amendment No. 15 to the License Agreement (February 22nd, 2019)

This Amendment No. 15 ("Amendment No. 15"), effective as of January 15, 2019 ("Amendment Effective Date"), to the License Agreement dated as of November 1, 1994, by and between S&P Dow Jones Indices, LLC ("S&P")  and Cboe Exchange, Inc. ("CBOE"), as previously amended by Amendment No. 1 effective January 15, 1995, Amendment No. 2 effective April 1, 1998, Amendment No. 3 effective July 28, 2000, Amendment No. 4 effective October 27, 2000, Amendment No. 5 effective March 1, 2003, Amended and Restated Amendment No. 6 effective February 24, 2009 (which implemented "Addendum No. 1"), Amended and Restated Amendment No. 7 effective February 24, 2009, Amendment No. 8 effective January 9, 2005, Amendment No. 10 effective June 19, 2009, Amendment No. 11 effective April 29, 2010, Amendment No. 12 effective March 8, 2013, Amendment No. 13 effective December 21, 2017, and Amendment No. 14 effective December 20, 2018 (Amendment No. 9 effective April 23, 2007 having been terminated as of February 24,

NewBridge Global Ventures, Inc. – LICENSE AGREEMENT (February 21st, 2019)

This LICENSE AGREEMENT (the “Agreement”) is made and entered into on this 14 day of February 2019 (“Effective Date”) by and between NewBridge Global Ventures, Inc., a Delaware Corporation (“NB”) and Ecoxtraction, LLC, a Louisiana Limited Liability Company (“ECO”).

Bluebird Bio, Inc. – License Agreement by and between bluebird bio, Inc. and SIRION Biotech GmbH December 23, 2015 (February 21st, 2019)

This License Agreement (this “Agreement”), effective as of December 23, 2015 (the “Effective Date”), is entered into by and between SIRION Biotech GmbH, a corporation organized under the laws of Germany (“SIRION”), and bluebird bio, Inc., a Delaware corporation (“Bluebird”). SIRION and Bluebird are referred to individually as a “Party” and collectively as the “Parties.”

Shell Midstream Partners, L.P. – SHELL TRADEMARK MANAGEMENT INC. and SHELL PIPELINE COMPANY LP, SHELL MIDSTREAM PARTNERS, L.P., SHELL MIDSTREAM PARTNERS GP LLC TRADE MARKS LICENSE AGREEMENT COMPANY NAME AND HOUSE MARK for SHELL PIPELINE COMPANY LP, SHELL MIDSTREAM PARTNERS, L.P. and SHELL MIDSTREAM PARTNERS GP LLC (February 21st, 2019)
Anthem, Inc. – BLUE SHIELD LICENSE AGREEMENT (Includes revisions, if any, adopted by Member Plans through their September 27, 2018 meeting) (February 20th, 2019)

WHEREAS, the Plan and/or its predecessor(s) in interest (collectively the "Plan") had the right to use the BLUE SHIELD and BLUE SHIELD Design service marks (collectively the "Licensed Marks") for health care plans in its service area, which was essentially local in nature;

Cellular Biomedicine Group, Inc. – LICENSE AGREEMENT (February 19th, 2019)

This License Agreement (this “Agreement”) dated as of February 14, 2019 (the “Effective Date”), by and between Augusta University Research Institute, Inc., having an office at 1120 15th Street, Augusta, Georgia 30912 (“AURI”) and Cellular Biomedicine Group HK Ltd., a Hong Kong corporation, and its Affiliates, as defined herein, with its principal place of business at Unit 402, 4th Floor, Fairmont House, No. 8 Cotton Tree Drive, Admiralty, Hong Kong ("CBMG"). AURI and CBMG are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Rezolute, Inc. – AMENDMENT NO. 2 TO THE LICENSE AGREEMENT (February 14th, 2019)

THIS AMENDMENT NO. 2 (this “Amendment”) to that certain License Agreement dated as of December 6, 2017, by and between XOMA (US) LLC, a Delaware limited liability company (“XOMA”), having an address of 2200 Powell Street, Suite 310, Emeryville, CA 94608 and Rezolute, Inc. (formerly known as AntriaBio, Inc.), a Delaware corporation (“Rezolute”), having an address of 1450 Infinite Drive, Louisville, CO 80027, as amended by Amendment No. 1 dated March 30, 2018 (the “License Agreement”), is entered into by and between XOMA and Rezolute effective as of January 7, 2019 (the “Effective Date”).  Each of XOMA and Rezolute may be referred to herein as a “Party”, or jointly as the “Parties”.  Terms used but not otherwise defined herein shall have the meanings ascribed to them in the License Agreement.

Bison Capital Acquisition Corp. – LICENSE AGREEMENT between PHARMACYCLICS LLC and XYNOMIC PHARMACEUTICALS, INC. Dated as of February 23, 2017 (February 12th, 2019)

This License Agreement (the “Agreement”) is made and entered into effective as of February 23, 2017 (the “Effective Date”) by and between Pharmacyclics LLC, a Delaware limited liability company wholly owned by AbbVie Inc. (“Pharmacyclics”), and Xynomic Pharmaceuticals, Inc., a Wyoming corporation (“Xynomic”). Pharmacyclics and Xynomic are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Super League Gaming, Inc. – LICENSE AGREEMENT (February 12th, 2019)
Arrowhead Pharmaceuticals, Inc. – LICENSE AGREEMENT (February 7th, 2019)

This License Agreement (“Agreement”), made as of the date of execution by the last Party to sign below (the “Execution Date”) and effective as of the Effective Date as defined below, is by and between Arrowhead Pharmaceuticals, Inc., a Delaware corporation with a place of business at 225 South Lake Avenue, Suite 1050, Pasadena, California 91101, USA (“Arrowhead”), and Janssen Pharmaceuticals, Inc., a Pennsylvania corporation with a place of business at 1125 Trenton-Harbourton Road, Titusville, New Jersey 08560, USA  (“Janssen”).  Arrowhead and Janssen are at times referred to herein individually as a “Party” and collectively as the “Parties”.

OptiNose, Inc. – Optinose Announces License Agreement (February 4th, 2019)

YARDLEY, Pa., Feb. 4, 2019— Optinose (NASDAQ:OPTN), a pharmaceutical company focused on the development and commercialization of products for patients treated by ear, nose and throat (ENT) and allergy specialists, today announced that it has entered into a license agreement with Inexia whereby Inexia has obtained certain rights that will enable the use of Optinose’s Exhalation Delivery Systems (EDS) and other intellectual property in their effort to discover and develop novel therapies based on positive modulators of Orexin OX1 and OX2 for neurological diseases.

UNITED THERAPEUTICS Corp – UNITED THERAPEUTICS ANNOUNCES CLOSING OF LICENSE AGREEMENT WITH ARENA PHARMACEUTICALS FOR RALINEPAG (January 25th, 2019)

Research Triangle Park, NC, January 24, 2019 — United Therapeutics Corporation (Nasdaq: UTHR) today announced the closing of the transactions contemplated by its license agreement with Arena Pharmaceuticals, Inc. (Nasdaq: ARNA). Under the agreement, United Therapeutics acquired exclusive, worldwide rights to develop and manufacture the Phase 3 investigational drug candidate ralinepag, a next-generation, oral, selective and potent prostacyclin receptor agonist in development for the treatment of pulmonary arterial hypertension (PAH).  Upon closing, United Therapeutics paid Arena $800 million. Arena is also entitled to potential milestone payments of up to $400 million based on the achievement of certain regulatory events as well as low double-digit tiered royalties on annual net sales of ralinepag products.

Twin River Worldwide Holdings, Inc. – LICENSE AGREEMENT BY AND BETWEEN HARD ROCK HOTEL LICENSING, INC. AND PREMIER ENTERTAINMENT, LLC DATED: AS OF MAY 15, 2003 (January 25th, 2019)

This LICENSE AGREEMENT (the “AGREEMENT”) is made and executed as of May 15, 2003, by and between HARD ROCK HOTEL LICENSING, INC., a Florida corporation (“LICENSOR”), and PREMIER ENTERTAINMENT, LLC, a Mississippi limited liability company (“LICENSEE”).

Edge Therapeutics, Inc. – Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. Such redacted portions have been with “***” in this Exhibit. An unredacted copy of this document has been filed separately with the Securities and Exchange Commission. DOTAP CHLORIDE ENANTIOMER LICENSE AGREEMENT (January 25th, 2019)

THIS AGREEMENT, effective this 1st day of November 2008, between Merck Eprova AG, a Swiss corporation organized and existing under the laws of Switzerland and with its principal place of business at [Im Laternenacker 5, 8200 Schaffhausen, Switzerland] (“EPRO”), and PDS Biotechnology Corporation, with its principal place of business at [Third Floor – 3130 Highland Avenue, Cincinnati, Ohio, 45219], United States (“PDS”).  EPRO and PDS may hereinafter each be referred to as a Party or collectively as the Parties.

Lexaria Bioscience Corp. – LICENSE AGREEMENT (January 22nd, 2019)

This License Agreement (the “Agreement”), effective as of January 15, 2019 (the “Effective Date”), is entered into by and among Altria Client Services LLC, a Virginia limited liability company with offices located at 6601 West Broad Street, Richmond, Virginia 23220 (“Licensee”), Lexaria Nicotine LLC, a Delaware limited liability company with a principal office and place of business at 100-740 McCurdy Road, Kelowna, BC V1X 2P7, Canada (“Licensor”), and Lexaria Bioscience Corp., a Nevada corporation with a principal office and place of business at 100-740 McCurdy Road, Kelowna, BC V1X 2P7, Canada (“Trademark Licensor”). Licensor and Trademark Licensor may be referred to herein collectively as the “Licensor Parties,” and Licensee, Licensor, and Trademark Licensor may be referred to herein individually as a “Party” or collectively as the “Parties.”

Avedro Inc – LICENSE AGREEMENT (January 18th, 2019)

THIS AMENDED AND RESTATED AGREEMENT (hereinafter, the “Agreement”) is effective as of the 31st day of July, 2017, between the CALIFORNIA INSTITUTE OF TECHNOLOGY (“Caltech”), a not-for-profit corporation duly organized and existing under the laws of the State of California with an address at 1200 East California Boulevard, MC 6-32, Pasadena, California 91125 and Avedro, Inc. (“Licensee”), a corporation having a place of business at 230 Third Avenue, Waltham, Massachusetts 02451 (each a “Party” and together the “Parties”).

Alcon Inc – PATENT AND KNOW-HOW LICENSE AGREEMENT (January 18th, 2019)
Alcon Inc – PATENT AND KNOW-HOW LICENSE AGREEMENT (January 18th, 2019)
Dyadic International Inc – LICENSE AGREEMENT (January 14th, 2019)

WHEREAS, VTT has developed certain technology related to expression systems for micro- organisms and to promoters in expression systems;