License, Development And Commercialization Agreement Sample Contracts

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Ignyta, Inc. – 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. Amended and Restated License, Development and Commercialization Agreement Dated as of March 22, 2017 by and Between Eli Lilly and Company and Ignyta, Inc. (May 1st, 2017)

This Amended and Restated License, Development and Commercialization Agreement (this Agreement), dated as of March 22, 2017 (the Effective Date), is made by and between Eli Lilly and Company, an Indiana corporation (Lilly), and Ignyta, Inc., a Delaware corporation (Licensee). Lilly and Licensee are sometimes referred to herein individually as a Party and collectively as the Parties.

License, Development and Commercialization Agreement Dated as of August 5, 2016 by and Between Mei Pharma, Inc. And Helsinn Healthcare Sa (February 16th, 2017)

THIS ASSET PURCHASE AGREEMENT is made as of August 7, 2012 by and between MEI Pharma, Inc., a Delaware corporation (Purchaser), and S*Bio Pte Ltd., a Singapore private limited company (Seller).

Amendment # 2 to the License, Development and Commercialization Agreement Between Echo Therapeutics, Inc. And Medical Technologies Innovations, Asia, Ltd. (November 23rd, 2016)
License, Development and Commercialization Agreement Dated as of August 5, 2016 by and Between Mei Pharma, Inc. And Helsinn Healthcare Sa (November 9th, 2016)

THIS ASSET PURCHASE AGREEMENT is made as of August 7, 2012 by and between MEI Pharma, Inc., a Delaware corporation (Purchaser), and S*Bio Pte Ltd., a Singapore private limited company (Seller).

AC Immune SA – Confidential Treatment Requested Under Rule 406 Under the Securities Act of 1933, as Amended. [*****] Indicates Omitted Material That Is the Subject of a Confidential Treatment Request Filed Separately With the Commission. The Omitted Material Has Been Filed Separately With the Commission. License, Development and Commercialization Agreement (September 13th, 2016)

This license, development and commercialization agreement (this Agreement) is dated December 24, 2014 and is between Janssen Pharmaceuticals, Inc., a Pennsylvania company (Janssen) and AC Immune SA, a Swiss company (ACI).

Aratana Therapeutics Inc. – Collaboration, License, Development and Commercialization Agreement by and Between Aratana Therapeutics, Inc. And Eli Lilly and Company Acting on Behalf of Its Elanco Animal Health Division Effective as Of (August 5th, 2016)

This Collaboration, License, Development and Commercialization Agreement , effective as of 22 April 2016 (the "Effective Date"), is entered into by and between Aratana Therapeutics, Inc., a Delaware corporation and having its office at 11400 Tomahawk Creek Parkway, Suite 340, Leawood, KS 66211 ("Licensor") and Eli Lilly and Company, an Indiana corporation, operating on behalf of its Elanco Animal Health division and having its office at 2500 Innovation Way, Greenfield, Indiana 46140 and its Affiliates ("Elanco").

AC Immune SA – Confidential Treatment Requested Under Rule 406 Under the Securities Act of 1933, as Amended. [*****] Indicates Omitted Material That Is the Subject of a Confidential Treatment Request Filed Separately With the Commission. The Omitted Material Has Been Filed Separately With the Commission. License, Development and Commercialization Agreement (May 31st, 2016)

This license, development and commercialization agreement (this Agreement) is dated December 24, 2014 and is between Janssen Pharmaceuticals, Inc., a Pennsylvania company (Janssen) and AC Immune SA, a Swiss company (ACI).

Syndax Pharmaceuticals Inc – Amendment # 1 to License, Development and Commercialization Agreement (February 22nd, 2016)

This Amendment # 1 to LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT ("Amendment"), is entered into between Syndax Pharmaceuticals, Inc., a Delaware corporation having a place of business at 400 Totten Pond Road, Suite 110, Waltham, MA 02451 USA ("Syndax") and Kyowa Hakko Kirin Co., Ltd., a Japanese corporation having a place of business at 1-6-1, Ohtemachi, Chiyoda-ku, Tokyo 100-8185, Japan ("KHK").

Syndax Pharmaceuticals Inc – Second Amendment to the License, Development and Commercialization Agreement (January 4th, 2016)

THIS SECOND AMENDMENT (this "Amendment") to the License, Development and Commercialization Agreement (as hereinafter defined), is effective as of the 1st day of February 2013 (the "Second Amendment Effective Date"), by and between Bayer Pharma AG (formerly known as Bayer Schering Pharma AG), a German corporation, with a place of business at Muellerstrasse 178, Berlin 13342, Germany ("Bayer"), and Syndax Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 460 Totten Pond Road, Suite 650, Waltham, Massachusetts 02451, USA ("Licensee").

Syndax Pharmaceuticals Inc – First Amendment to the License, Development and Commercialization Agreement (January 4th, 2016)

THIS FIRST AMENDMENT (this "Amendment") to the License, Development and Commercialization Agreement (as hereinafter defined), is effective as of the 13th day of October 2012 (the "Amendment Effective Date"), by and between Bayer Pharma AG (formerly known as Bayer Schering Pharma AG), a German corporation, with a place of business at Muellerstrasse 178, Berlin 13342, Germany ("Bayer"), and Syndax Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 460 Totten Pond Road, Suite 650, Waltham, Massachusetts 02451, USA ("Licensee").

Syndax Pharmaceuticals Inc – License, Development and Commercialization Agreement (January 4th, 2016)

THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (as modified or amended in accordance with the terms hereof, the "Agreement") is entered into as of December 19, 2014 (the "Effective Date") by and between Syndax Pharmaceuticals, Inc., a Delaware corporation having a place of business at 400 Totten Pond Road, Suite 110, Waltham, MA 02451 USA ("Syndax"), and Kyowa Hakko Kirin Co., Ltd., a Japanese corporation having a place of business at 1-6-1 Ohtemachi, Chiyoda-ku, Tokyo 100-8185, Japan ("KHK").

Syndax Pharmaceuticals Inc – Third Amendment to the License, Development and Commercialization Agreement (January 4th, 2016)

THIS THIRD AMENDMENT (this "Amendment") to the License, Development and Commercialization Agreement (as hereinafter defined), is effective as of the 9th day of October 2013 (the "Third Amendment Effective Date"), by and between Bayer Pharma AG (formerly known as Bayer Schering Pharma AG), a German corporation, with a place of business at Muellerstrasse 178, Berlin 13342, Germany ("Bayer"), and Syndax Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 400 Totten Pond Road, Suite 140, Waltham, Massachusetts 02451, USA ("Licensee").

Ignyta, Inc. – 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. License, Development and Commercialization Agreement Dated as of November 6, 2015 by and Between Eli Lilly and Company and Ignyta, Inc. (December 23rd, 2015)

This License, Development and Commercialization Agreement (this Agreement), dated as of November 6, 2015 (the Effective Date), is made by and between Eli Lilly and Company, an Indiana corporation (Lilly), and Ignyta, Inc., a Delaware corporation (Licensee). Lilly and Licensee are sometimes referred to herein individually as a Party and collectively as the Parties.

AC Immune SA – Confidential Treatment Requested Under Rule 406 Under the Securities Act of 1933, as Amended. [*****] Indicates Omitted Material That Is the Subject of a Confidential Treatment Request Filed Separately With the Commission. The Omitted Material Has Been Filed Separately With the Commission. License, Development and Commercialization Agreement (November 24th, 2015)

This license, development and commercialization agreement (this Agreement) is dated December 24, 2014 and is between Janssen Pharmaceuticals, Inc., a Pennsylvania company (Janssen) and AC Immune SA, a Swiss company (ACI).

AC Immune SA – Confidential Treatment Requested Under Rule 406 Under the Securities Act of 1933, as Amended. [*****] Indicates Omitted Material That Is the Subject of a Confidential Treatment Request Filed Separately With the Commission. The Omitted Material Has Been Filed Separately With the Commission. License, Development and Commercialization Agreement (September 25th, 2015)

This license, development and commercialization agreement (this Agreement) is dated December 24, 2014 and is between Janssen Pharmaceuticals, Inc., a Pennsylvania company (Janssen) and AC Immune SA, a Swiss company (ACI).

First Amendment to Amended and Restated License, Development and Commercialization Agreement (August 7th, 2015)

This FIRST AMENDMENT ("Amendment") is entered into as of May 29, 2015 and effective as of May 1, 2015 (the "Amendment Effective Date") by and between Allos Therapeutics, Inc., a Delaware corporation (the "Allos") and Mundipharma International Corporation Limited, a Bermuda corporation ("Mundipharma").

License, Development and Commercialization Agreement by and Between Agenus Inc., 4-Antibody Ag, Incyte Europe Sarl, and Incyte Corporation, Solely for Purposes of Section 12.16 (April 30th, 2015)

THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the Agreement) is entered into as of January 9, 2015 (the Execution Date) by and between Agenus Inc., a Delaware corporation having its principal office at 3 Forbes Road, Lexington, Massachusetts 02421, USA (Agenus US) and its wholly-owned subsidiary, 4-Antibody AG, a stock corporation organized under the laws of Switzerland with an office at Hochbergerstrasse 60C, CH-4057, Basel, Switzerland (4-AB and, together with Agenus US other than with respect to Section 12.17(s), Agenus), and Incyte Europe Sarl, a Swiss limited liability company (a societe a responsabilite limitee) having its principal office at Cours de Rive 13, 1204, Geneva, Switzerland (Incyte) and solely for purposes of Section 12.16, Incyte Corporation, a Delaware corporation having its principal office at 1801 Augustine Cut-off, Wilmington, Delaware 19803 USA (Parent). Agenus and Incyte may be referred to in this Agreement individually as a Party and, collectivel

Amendment to License, Development and Commercialization Agreement (April 15th, 2015)

This Amendment to License, Development and Commercialization Agreement (this "Amendment") is entered into as of the 29 day of December, 2014 (the "Amendment Date") by and between Echo Therapeutics, Inc., having offices at 8 Penn Center, 1628 JFK Boulevard, Suite 300, Philadelphia, PA 19103 USA ("Echo"), and Medical Technologies Innovation Asia, Ltd., having registered offices at RM8, 17/F, Block B, Vigor Industrial Building, 14-20, Cheung Tat Road, Tsing Yi, Hong Kong ("MTIA").

License, Development and Commercialization Agreement by and Between Agenus Inc., 4-Antibody Ag, Incyte Europe Sarl, and Incyte Corporation, Solely for Purposes of Section 12.16 (March 16th, 2015)

THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the "Agreement") is entered into as of January 9, 2015 (the "Execution Date") by and between Agenus Inc., a Delaware corporation having its principal office at 3 Forbes Road, Lexington, Massachusetts 02421, USA ("Agenus US") and its wholly-owned subsidiary, 4-Antibody AG, a stock corporation organized under the laws of Switzerland with an office at Hochbergerstrasse 60C, CH-4057, Basel, Switzerland ("4-AB" and, together with Agenus US other than with respect to Section 12.17(s), "Agenus"), and Incyte Europe Sarl, a Swiss limited liability company (a societe a responsabilite limitee) having its principal office at Cours de Rive 13, 1204, Geneva, Switzerland ("Incyte") and solely for purposes of Section 12.16, Incyte Corporation, a Delaware corporation having its principal office at 1801 Augustine Cut-off, Wilmington, Delaware 19803 USA ("Parent"). Agenus and Incyte may be referred to in this Agreement individually as a "Party"

Metastat Inc – INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH "****" OR OTHERWISE CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and Between METASTAT, INC., (January 13th, 2015)

THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the "Agreement") is made as of November 25, 2014 (the "Effective Date"), by and between MetaStat, Inc., a Nevada corporation having its principal office at 27 DryDock Avenue, Suite 29, Boston, Massachusetts 02210 and MetaStat BioMedical, Inc., a Delaware corporation and a wholly-owned subsidiary of MetaStat, Inc. (collectively, "MetaStat"), on one hand, and ASET Therapeutics LLC, a California limited liability company having its principal office at 1350 Treat Blvd., Suite 400, Walnut Creek, CA 94597 ("ASET"), on the other hand.

Syndax Pharmaceuticals Inc – Contract (November 21st, 2014)

*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

AMENDED AND RESTATED LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (For the US and Certain Other Territories) Between FIBROGEN, INC. And ASTRAZENECA AB (November 12th, 2014)

[*] = 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 406 of the Securities Act of 1933, as amended.

Amended and Restated License, Development and Commercialization Agreement (October 23rd, 2014)

THIS AMENDED AND RESTATED LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (CHINA) (the Agreement) is entered into as of October 16, 2014 (the Execution Date) and effective as of July 30, 2013 (the Effective Date), by and between FibroGen China Anemia Holdings, Ltd., having a registered office at c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands KY1-9007 (FibroGen Cayman), Beijing FibroGen Medical Technology Development Co., Ltd., a wholly foreign owned limited liability company having its principal place of business at No. 88 Building Kechuang Street 6 Building 2, Floor 4, Room 503, Beijing Economic-Technological Development Area, Beijing, 100000, the Peoples Republic of China (FibroGen WFOE) and FibroGen International (Hong Kong) Limited, having a registered office at 18th Floor, Edinburgh Tower, The Landmark, 15 Queens Road Central, Hong Kong (FibroGen HK) (FibroGen WFOE, FibroGen Cayman and FibroGen HK, collectively, FibroGen

AMENDED AND RESTATED LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (For the US and Certain Other Territories) Between FIBROGEN, INC. And ASTRAZENECA AB (October 20th, 2014)

[*] = 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 406 of the Securities Act of 1933, as amended.

Syndax Pharmaceuticals Inc – License, Development and Commercialization Agreement (May 16th, 2014)

THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the Agreement), effective as of the 26th day of March, 2007 (the Effective Date), is entered into by and between BAYER SCHERING PHARMA AG (formerly known as SCHERING AG), a German corporation, with a place of business at Muellerstrasse 178, Berlin 13342, Germany (Bayer) and SYNDAX PHARMACEUTICALS, INC., a Delaware corporation, with a place of business at 12481 High Bluff Drive, Suite 150, San Diego, California 92130 (Licensee). Bayer and Licensee are sometimes referred to herein individually as a Party and collectively as the Parties.

LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT Between ECHO THERAPEUTICS, INC. And MEDICAL TECHNOLOGIES INNOVATION ASIA, LTD. (May 1st, 2014)

THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this "Agreement") is made as of December 9, 2013 (the "Effective Date"), by and between Echo Therapeutics, Inc., having offices at 8 Penn Center, 1628 JFK Boulevard, Suite 300, Philadelphia, PA 19103 USA ("Echo"), and Medical Technologies Innovation Asia, Ltd., having registered offices at RM8, 17/F, Block B, Vigor Industrial Building, 14-20, Cheung Tat Road, Tsing Yi, Hong Kong ("MTIA").

Syndax Pharmaceuticals Inc – License, Development and Commercialization Agreement (March 27th, 2014)

THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the Agreement), effective as of the 26th day of March, 2007 (the Effective Date), is entered into by and between BAYER SCHERING PHARMA AG (formerly known as SCHERING AG), a German corporation, with a place of business at Muellerstrasse 178, Berlin 13342, Germany (Bayer) and SYNDAX PHARMACEUTICALS, INC., a Delaware corporation, with a place of business at 12481 High Bluff Drive, Suite 150, San Diego, California 92130 (Licensee). Bayer and Licensee are sometimes referred to herein individually as a Party and collectively as the Parties.

Syndax Pharmaceuticals Inc – Third Amendment to the License, Development and Commercialization Agreement (March 27th, 2014)

THIS THIRD AMENDMENT (this Amendment) to the License, Development and Commercialization Agreement (as hereinafter defined), is effective as of the 9th day of October 2013 (the Third Amendment Effective Date), by and between Bayer Pharma AG (formerly known as Bayer Schering Pharma AG), a German corporation, with a place of business at Muellerstrasse 178, Berlin 13342, Germany (Bayer), and Syndax Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 400 Totten Pond Road, Suite 140, Waltham, Massachusetts 02451, USA (Licensee).

Syndax Pharmaceuticals Inc – First Amendment to the License, Development and Commercialization Agreement (March 27th, 2014)

THIS FIRST AMENDMENT (this Amendment) to the License, Development and Commercialization Agreement (as hereinafter defined), is effective as of the 13th day of October 2012 (the Amendment Effective Date), by and between Bayer Pharma AG (formerly known as Bayer Schering Pharma AG), a German corporation, with a place of business at Muellerstrasse 178, Berlin 13342, Germany (Bayer), and Syndax Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 460 Totten Pond Road, Suite 650, Waltham, Massachusetts 02451, USA (Licensee).

Syndax Pharmaceuticals Inc – Second Amendment to the License, Development and Commercialization Agreement (March 27th, 2014)

THIS SECOND AMENDMENT (this Amendment) to the License, Development and Commercialization Agreement (as hereinafter defined), is effective as of the 1st day of February 2013 (the Second Amendment Effective Date), by and between Bayer Pharma AG (formerly known as Bayer Schering Pharma AG), a German corporation, with a place of business at Muellerstrasse 178, Berlin 13342, Germany (Bayer), and Syndax Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 460 Totten Pond Road, Suite 650, Waltham, Massachusetts 02451, USA (Licensee).

Aradigm Corp – Aradigm-Grifols Option Terms for License, Development and Commercialization Agreement for Use of AERx Inhaler With Alpha-1 Antitrypsin Background (May 24th, 2013)

In connection with the License and Collaboration Agreement related to inhaled ciprofloxacin (the Ciprofloxacin License Agreement) and Stock Purchase Agreement pursuant to which Grifols will purchase an amount equivalent to 35% of the outstanding common shares of Aradigm (the Stock Purchase Agreement) to be entered into by Grifols and Aradigm, Grifols wishes to obtain, and Aradigm wishes to grant to Grifols, an exclusive option for the right to elect, in Grifols sole discretion, to enter into an agreement with Aradigm under which Grifols would be granted an exclusive, worldwide license to Aradigms proprietary inhalation delivery platform consisting of AERx inhalation devices, AERx dosage forms and breath control technology (including all underlying intellectual property, including related patents, technology, trademarks, know-how, and all improvements thereto) (the AERx Inhaler Platform) for use with Grifols alpha-1 antitrypsin (A1AT) molecule (such option, the Option and such resulting

Aradigm Corp – Aradigm-Grifols Option Terms for License, Development and Commercialization Agreement for Use of AERx Inhaler With Alpha-1 Antitrypsin Background (May 24th, 2013)

In connection with the License and Collaboration Agreement related to inhaled ciprofloxacin (the Ciprofloxacin License Agreement) and Stock Purchase Agreement pursuant to which Grifols will purchase an amount equivalent to 35% of the outstanding common shares of Aradigm (the Stock Purchase Agreement) to be entered into by Grifols and Aradigm, Grifols wishes to obtain, and Aradigm wishes to grant to Grifols, an exclusive option for the right to elect, in Grifols sole discretion, to enter into an agreement with Aradigm under which Grifols would be granted an exclusive, worldwide license to Aradigms proprietary inhalation delivery platform consisting of AERx inhalation devices, AERx dosage forms and breath control technology (including all underlying intellectual property, including related patents, technology, trademarks, know-how, and all improvements thereto) (the AERx Inhaler Platform) for use with Grifols alpha-1 antitrypsin (A1AT) molecule (such option, the Option and such resulting

Amended and Restated License, Development and Commercialization Agreement Dated as of March 31, 2013 by and Among Onyx Pharmaceuticals, Inc. And Onyx Therapeutics, Inc. And Ono Pharmaceutical Co., Ltd. (May 8th, 2013)

This Amended and Restated License, Development and Commercialization Agreement (this Agreement) amends and restates the License, Development and Commercialization Agreement dated as of September 7, 2010 (the 2010 Agreement) by and among Onyx Pharmaceuticals, Inc., a Delaware corporation, and Onyx Therapeutics, Inc., a Delaware corporation (together referred to as, Onyx), and Ono Pharmaceutical Co., Ltd., a Japanese stock corporation (Ono) and shall be entered into as of the 2013 Effective Date (as defined below). Onyx and Ono are sometimes referred to herein individually as a Party and collectively as the Parties.

Tenth Amendment to Amended and Restated License, Development and Commercialization Agreement (April 29th, 2013)

This Tenth Amendment to Amended and Restated License, Development and Commercialization Agreement (the Tenth Amendment) is entered into effective as of April 25, 2013 (the Effective Date) by and between Vanda Pharmaceuticals Inc., a Delaware corporation (Vanda) and Bristol-Myers Squibb Company, a Delaware corporation (BMS).

Aratana Therapeutics Inc. – Exclusive License, Development and Commercialization Agreement (April 11th, 2013)

This Exclusive License, Development and Commercialization Agreement (this Agreement) is made effective as of December 5, 2012 (the Effective Date) by and between Pacira Pharmaceuticals, Inc., a California corporation with a principal place of business at 5 Sylvan Way, Parsippany, New Jersey U.S. 07054 (Pacira) and Aratana Therapeutics, Inc., a Delaware corporation with a place of business at 1901 Olathe Blvd, Kansas City, Kansas 66103 (Aratana). Pacira and Aratana are each hereafter referred to individually as a Party and together as the Parties.