Research And License Agreement Sample Contracts

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RESEARCH AND LICENSE AGREEMENT Between (May 9th, 2017)

This RESEARCH AND LICENSE AGREEMENT (the "Agreement") is made and entered into effective as of February 9, 2017 (the "Effective Date"), by and between Akebia Therapeutics, Inc., a company organized and existing under the laws of the State of Delaware having a business address at 245 First Street, Suite 1100, Cambridge, MA 02142 ("Licensee"), and Janssen Pharmaceutica NV, a company organized and existing under the laws of Belgium having a business address at Turnhoutseweg 30, 2340 Beerse, Belgium ("Janssen"). Janssen and Licensee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Todos Medical Ltd. – Addendum No. 2 to Research and License Agreement Dated April 8, 2010, as Amended on June 25, 2012 (May 1st, 2017)

This Addendum No. 2 to that certain Research and License Agreement dated April 8, 2010, as amended on June 25, 2012 (the "Agreement"; and this "Addendum" respective) is made and entered into as of this 19th day of March, 2017, by and among Todos Medical Ltd., a company organized and existing under the laws of the State of Israel having its principal offices at 1 Hamada Street, Rehovot, Israel (the "Company"), B.G. Negev Technologies and Applications Ltd. and Mor Research Applications Ltd. (collectively the "Licensors")

Zymeworks Inc. – 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. AMENDED AND RESTATED RESEARCH AND LICENSE AGREEMENT Between ZYMEWORKS INC. And MERCK SHARP & DOHME RESEARCH GMBH December 3, 2014 Confidential (April 3rd, 2017)

THIS AMENDED AND RESTATED RESEARCH AND LICENSE AGREEMENT (the Agreement), effective as of December , 2014 (the Restatement Effective Date), by and between Merck Sharp & Dohme Research GmbH, a corporation organized and existing under the laws of Switzerland, with its principal business office located at Weystrasse 20, 6000 Lucerne 6, Switzerland (Merck) and ZYMEWORKS INC., a corporation organized and existing under the laws of Canada, and extraprovincially in British Columbia, having an address at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9 (Zymeworks). Zymeworks and Merck are each referred to individually as a Party and together as the Parties.

Zymeworks Inc. – 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. AMENDED AND RESTATED RESEARCH AND LICENSE AGREEMENT Between ZYMEWORKS INC. And MERCK SHARP & DOHME RESEARCH GMBH December , 2014 Confidential (March 20th, 2017)

THIS AMENDED AND RESTATED RESEARCH AND LICENSE AGREEMENT (the Agreement), effective as of December , 2014 (the Restatement Effective Date), by and between Merck Sharp & Dohme Research GmbH, a corporation organized and existing under the laws of Switzerland, with its principal business office located at Weystrasse 20, 6000 Lucerne 6, Switzerland (Merck) and ZYMEWORKS INC., a corporation organized and existing under the laws of Canada, and extraprovincially in British Columbia, having an address at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9 (Zymeworks). Zymeworks and Merck are each referred to individually as a Party and together as the Parties.

Amendment No. 3 to Second Amended and Restated Research and License Agreement (March 9th, 2016)

This amendment no. 3 to the Second Amended and Restated Research and License Agreement (this "Amendment") is entered into as of February 18, 2016 by and between Ramot at Tel Aviv University Ltd., a company organized under the laws of Israel with offices at Tel Aviv University, Tel Aviv, Israel ("Ramot") and Brainstorm Cell Therapeutics Ltd., a limited liability company incorporated under the laws of Israel with offices at 12 Bazel Street, Petach Tikva, Israel 49170 (the "Company").

Amendment No. 2 to Second Amended and Restated Research and License Agreement (March 9th, 2016)

This amendment no. 2 to the Second Amended and Restated Research and License Agreement (this "Amendment") is entered into as of April 30, 2014 (the "Amendment Effective Date"), by and between Ramot at Tel Aviv University Ltd., a company organized under the laws of Israel with offices at Tel Aviv University, Tel Aviv, Israel ("Ramot") and Brainstorm Cell Therapeutics Ltd., a limited liability company incorporated under the laws of Israel with offices at 12 Bazel Street, Petach Tikva, Israel 49170 (the "Company").

Aduro BioTech – Amendment to Research and License Agreements (March 8th, 2016)

This Amendment (the "Amendment") to each of (i) that certain Research and License Agreement (the "First Agreement") dated May 27, 2014 between Aduro Biotech, Inc., a Delaware corporation ("Aduro") and Janssen Biotech, Inc., a Pennsylvania corporation, ("JBI"), and (ii) that certain Research and License Agreement (the "Second Agreement" and together with the First Agreement, the "Agreements") between Aduro and JBI dated October 13, 2014 is entered into as of November 11, 2015 (the "Effective Date") by and between Aduro and JBI.

Todos Medical Ltd. – Research and License Agreement (February 26th, 2016)

This Agreement is entered into as of this 8th day of April, 2010 (the "Effective Date"), by and between a company to be incorporated under the laws of the State of Israel (the "Company") (until the Company is incorporated, Crow Technologies 1977 Ltd. Shall be in place of the Company); B.G. Negev Technologies and Applications Ltd., number 510785207, a company formed under the laws of Israel, having a place of business at 1 Henrietta Szold St., Beer Sheva, 84105 ("BG Negev"); and Mor Research Applications Ltd. a company incorporated under the laws of the State of Israel having a place of business at 38 HaBarzel St, Tel Aviv 69710 ("Mor"). BG Negev and Mor shall be referred to hereinafter jointly and severally as "Licensors" and each as a "Licensor".

EpiCept Corporation – RESEARCH AND LICENSE AGREEMENT Made in Jerusalem January 1, 2016 (The "Effective Date"), by and Between: (January 7th, 2016)

BIONANOSIM (BNS) LTD., of Jerusalem BioPark, The Hebrew University -- Hadassah Ein Kerem Campus, P.O. Box 12182, Jerusalem 9112101, Israel ("BNS") of the one part; and

Xencor – Research and License Agreement (November 4th, 2015)

This Research and License Agreement (the "Agreement") is entered into as of September 15, 2015 (the "Effective Date"), by and between Xencor, Inc., a corporation organized under the laws of the State of Delaware ("Xencor"), having an address of 111 West Lemon Avenue, Monrovia, California 91016, and Amgen Inc., a corporation organized under the laws of the State of Delaware ("Amgen"), having an address of One Amgen Center Drive, Thousand Oaks, California 91320.

Merus N.V. – Contract Research and License Agreement (October 19th, 2015)

THIS CONTRACT RESEARCH AND LICENSE AGREEMENT (this Agreement) is entered into as of April 8, 2014 (the Effective Date) by and between MERUS B.V., a Dutch company having an office at Padualaan 8, 3584 CH Utrecht, the Netherlands (Merus), and Ono Pharmaceutical Co., Ltd., a Japanese company with its head offices located at 8-2, Kyutaromachi 1-chome, Chuo-ku, Osaka 541-8564, Japan (Ono). Merus and Ono may each be referred to individually as a Party, and collectively as the Parties.

Merus N.V. – Contract Research and License Agreement (October 13th, 2015)

THIS CONTRACT RESEARCH AND LICENSE AGREEMENT (this Agreement) is entered into as of April 8, 2014 (the Effective Date) by and between MERUS B.V., a Dutch company having an office at Padualaan 8, 3584 CH Utrecht, the Netherlands (Merus), and Ono Pharmaceutical Co., Ltd., a Japanese company with its head offices located at 8-2, Kyutaromachi 1-chome, Chuo-ku, Osaka 541-8564, Japan (Ono). Merus and Ono may each be referred to individually as a Party, and collectively as the Parties.

Todos Medical Ltd. – Research and License Agreement (August 25th, 2015)

This Agreement is entered into as of this 8th day of April, 2010 (the "Effective Date"), by and between a company to be incorporated under the laws of the State of Israel (the "Company") (until the Company is incorporated, Crow Technologies 1977 Ltd. Shall be in place of the Company); B.G. Negev Technologies and Applications Ltd., number 510785207, a company formed under the laws of Israel, having a place of business at 1 Henrietta Szold St., Beer Sheva, 84105 ("BG Negev"); and Mor Research Applications Ltd. a company incorporated under the laws of the State of Israel having a place of business at 38 HaBarzel St, Tel Aviv 69710 ("Mor"). BG Negev and Mor shall be referred to hereinafter jointly and severally as "Licensors" and each as a "Licensor".

Telik, Inc. – Research and License Agreement Between Sloan-Kettering Institute for Cancer Research and Mabvax Therapeutics, Inc. Preamble Articles: (August 12th, 2015)

This Agreement is effective on the date last subscribed below (the "Effective Date"), and is by and between Sloan-Kettering Institute for Cancer Research (hereinafter referred to as "SKI"), a New York membership corporation with principal offices at 1275 York Avenue, New York, New York 10065, and MabVax Therapeutics, Inc., a corporation with principal offices located at 11588 Sorrento Valley Road, Suite 20, San Diego, CA 92121 ("Company").

EpiCept Corporation – Research and License Agreement (June 29th, 2015)

YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM, LTD., of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel ("Yissum") of the one part; and

EpiCept Corporation – MEMORANDUM OF UNDERSTANDING Principles of Research and License Agreement June 1, 2015 (June 11th, 2015)

The principles: Yissum owns certain patent/s, rights, know-how and technical data developed by Prof. Simon Benita (the "Researcher") regarding nanoparticles for topical delivery of active agents (the "Technology"). Immune Pharmaceuticals Ltd. (the "Company") wishes to receive a license from Yissum/it's new subsidiary for the commercial development and marketing of the Technology and to sponsor research to be conducted by or under the supervision of the Researcher in connection with the further development of the Technology.

EpiCept Corporation – MEMORANDUM OF UNDERSTANDING Principles of Research and License Agreement March 10, 2015 (May 15th, 2015)

The principles: Yissum owns certain patent/s, rights, know-how and technical data developed by Prof. Simon Benita (the "Researcher") regarding nanoparticles for topical delivery of active agents (the "Technology"). Immune Pharmaceuticals Ltd. (the "Company") wishes to receive a license from Yissum for the commercial development and marketing of the Technology and to sponsor research to be conducted by or under the supervision of the Researcher in connection with the further development of the Technology.

MultiVir Inc. – Confidentialtreatment Requested Confidential Portions of This Document Have Been Redacted and Have Been Separately Filed With the Securities and Exchange Commission Second Amendment to the Amended and Restated Research and License Agreement (March 30th, 2015)

This Amendment to the Amended and Restated Research and License Agreement, is hereinafter referred to as the Second Amendment.

Aduro BioTech – CONFIDENTIAL RESEARCH AND LICENSE AGREEMENT Between Janssen Biotech, Inc. And Aduro Biotech, Inc. May 27, 2014 (March 11th, 2015)

This Research and License Agreement (the Agreement) is made on the 27th day of May 2014 (the Effective Date) by and between Aduro Biotech, Inc., a Delaware corporation having a principal place of business at 626 Bancroft Way, 3C, Berkeley, CA 94710 (hereinafter Aduro) and Janssen Biotech, Inc., a Pennsylvania corporation, 800 Ridgeview Drive, Horsham, PA 19044 (hereinafter JBI). Aduro and JBI may be referred to individually herein as a Party or together as the Parties.

Aduro BioTech – CONFIDENTIAL RESEARCH AND LICENSE AGREEMENT Between Janssen Biotech, Inc. And Aduro Biotech, Inc. Executed as of October 13, 2014 (March 11th, 2015)

This Research and License Agreement (this Agreement) is made on the 13th day of October 2014 (the Execution Date) by and between Aduro Biotech, Inc., a Delaware corporation having a principal place of business at 626 Bancroft Way, 3C, Berkeley, CA 94710 (hereinafter Aduro) and Janssen Biotech, Inc., a Pennsylvania corporation, having a place of business at 800 Ridgeview Drive, Horsham, PA 19044 (hereinafter JBI). Aduro and JBI may be referred to individually herein as a Party or together as the Parties.

MultiVir Inc. – Confidentialtreatment Requested Confidential Portions of This Document Have Been Redacted and Have Been Separately Filed With the Securities and Exchange Commission Second Amendment to the Amended and Restated Research and License Agreement (December 22nd, 2014)

This Amendment to the Amended and Restated Research and License Agreement, is hereinafter referred to as the Second Amendment.

Aduro BioTech – CONFIDENTIAL RESEARCH AND LICENSE AGREEMENT Between Janssen Biotech, Inc. And Aduro Biotech, Inc. May 27, 2014 (December 19th, 2014)

This Research and License Agreement (the Agreement) is made on the 27th day of May 2014 (the Effective Date) by and between Aduro Biotech, Inc., a Delaware corporation having a principal place of business at 626 Bancroft Way, 3C, Berkeley, CA 94710 (hereinafter Aduro) and Janssen Biotech, Inc., a Pennsylvania corporation, 800 Ridgeview Drive, Horsham, PA 19044 (hereinafter JBI). Aduro and JBI may be referred to individually herein as a Party or together as the Parties.

Aduro BioTech – CONFIDENTIAL RESEARCH AND LICENSE AGREEMENT Between Janssen Biotech, Inc. And Aduro Biotech, Inc. Executed as of October 13, 2014 (December 19th, 2014)

This Research and License Agreement (this Agreement) is made on the 13th day of October 2014 (the Execution Date) by and between Aduro Biotech, Inc., a Delaware corporation having a principal place of business at 626 Bancroft Way, 3C, Berkeley, CA 94710 (hereinafter Aduro) and Janssen Biotech, Inc., a Pennsylvania corporation, having a place of business at 800 Ridgeview Drive, Horsham, PA 19044 (hereinafter JBI). Aduro and JBI may be referred to individually herein as a Party or together as the Parties.

Telik, Inc. – Research and License Agreement Between Sloan-Kettering Institute for Cancer Research and Mabvax Therapeutics, Inc. (October 14th, 2014)

This Agreement is effective on the date last subscribed below (the Effective Date), and is by and between Sloan-Kettering Institute for Cancer Research (hereinafter referred to as SKI), a New York membership corporation with principal offices at 1275 York Avenue, New York, New York 10065, and MabVax Therapeutics, Inc., a corporation with principal offices located at 11588 Sorrento Valley Road, Suite 20, San Diego, CA 92121 (Company).

Research and License Agreement (August 5th, 2014)

THIS RESEARCH AND LICENSE AGREEMENT (the "Agreement") is dated as of May 9, 2014 (the "Effective Date") by and between Ligand Pharmaceuticals Incorporated, a Delaware corporation organized having its place of business at 11119 North Torrey Pines Road, Suite 200, La Jolla, CA 92037 (including its successors and permitted assigns, "Licensor"), and Omthera Pharmaceuticals, Inc., a Delaware corporation with its place of business at 707 State Road, Princeton, NJ 08540 (including its successors and permitted assigns and all of its Affiliates, "Omthera"). Omthera, on the one hand, and Licensor, on the other hand, shall each be referred to herein as a "Party" or, collectively, as the "Parties."

EpiCept Corporation – First Amendment to the Research and License Agreement (April 9th, 2014)

YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM, LTD., of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel ("Yissum") of the one part; and

EpiCept Corporation – Research and License Agreement (April 9th, 2014)

YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM, LTD., of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel ("Yissum") of the one part; and

AV Therapeutics, Inc. – Supported Research and License Agreement (December 17th, 2013)

This agreement is made and entered into this day of June 24, 2008 (the "Effective Date") by and between New York Medical College (hereinafter referred to as "NYMC"), a body having corporate powers under the State of New York and Applied Vaccine Therapeutics, LLC ( hereinafter referred to as "AVT"), a limited liability company duly organized under the laws of Delaware

Prosensa Holding B.V. – AMENDED RESEARCH AND LICENSE AGREEMENT Execution Copy (June 10th, 2013)

This AMENDED RESEARCH AND LICENSE AGREEMENT (the Agreement) is made between Prosensa Holding B.V., a company organized under the laws of The Netherlands, having its principal place of business at Leiden at Wassenaarseweg 72 (2333 AL) Leiden (Prosensa) and Academisch Ziekenhuis Leiden, acting under the name of Leiden University Medical Center, organized under the laws of The Netherlands, having its principal place of business at Albinusdreef 2, 2333 ZA Leiden (LUMC);

Prosensa Holding B.V. – AMENDED RESEARCH AND LICENSE AGREEMENT Execution Copy (May 24th, 2013)

This AMENDED RESEARCH AND LICENSE AGREEMENT (the Agreement) is made between Prosensa Holding B.V., a company organized under the laws of The Netherlands, having its principal place of business at Leiden at Wassenaarseweg 72 (2333 AL) Leiden (Prosensa) and Academisch Ziekenhuis Leiden, acting under the name of Leiden University Medical Center, organized under the laws of The Netherlands, having its principal place of business at Albinusdreef 2, 2333 ZA Leiden (LUMC);

Prosensa Holding B.V. – AMENDED RESEARCH AND LICENSE AGREEMENT Execution Copy (April 16th, 2013)

This AMENDED RESEARCH AND LICENSE AGREEMENT (the Agreement) is made between Prosensa Holding B.V., a company organized under the laws of The Netherlands, having its principal place of business at Leiden at Wassenaarseweg 72 (2333 AL) Leiden (Prosensa) and Academisch Ziekenhuis Leiden, acting under the name of Leiden University Medical Center, organized under the laws of The Netherlands, having its principal place of business at Albinusdreef 2, 2333 ZA Leiden (LUMC);

Nastech Pharmaceutical Company, Inc. – Amendment No. 4 to Research and License Agreement (October 10th, 2012)

Debiopharm S.A., a stock company duly established under the laws of Switzerland, with registered company number CH-550-0173350-8, whose registered office is at Forum "apres-demain", Chemin Messidor 5-7, 1006 Lausanne, Switzerland ("DEBIOPHARM"),

Nastech Pharmaceutical Company, Inc. – Amendment No. 2 to Research and License Agreement (October 10th, 2012)

Debiopharm S.A., a stock company duly established under the laws of Switzerland, with registered company number CH-550-0173350-8, whose registered office is at Forum "apres-demain", Chemin Messidor 5-7, 1006 Lausanne, Switzerland ("DEBIOPHARM"),

Nastech Pharmaceutical Company, Inc. – Amendment No. 3 to Research and License Agreement (October 10th, 2012)

Debiopharm S.A., a stock company duly established under the laws of Switzerland, with registered company number CH-550-0173350-8, whose registered office is at Forum "apres-demain", Chemin Messidor 5-7, 1006 Lausanne, Switzerland ("DEBIOPHARM"),

Nastech Pharmaceutical Company, Inc. – Amendment No. 1 to Research and License Agreement (October 10th, 2012)

Debiopharm S.A., a stock company duly established under the laws of Switzerland, with registered company number CH-550-0173350-8, whose registered office is at Forum "apres-demain", Chemin Messidor 5-7,1006 Lausanne, Switzerland ("DEBIOPHARM"),