Research Collaboration and License Agreement Sample Contracts

BY AND AMONG
Research Collaboration and License Agreement • May 21st, 2004 • Alnylam Pharmaceuticals Inc • Pharmaceutical preparations • New York
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RESEARCH COLLABORATION AND LICENSE AGREEMENT
Research Collaboration and License Agreement • September 13th, 2016 • AC Immune SA • Pharmaceutical preparations • New York

This Research Collaboration and License Agreement (“Agreement”) is made and entered into as of the 15th day of June 2012 (the “Effective Date”) by and between AC Immune SA Corporation, a Swiss corporation with a principal place of business at Parc scientifique EPFL, PSE-B, CH-1015 Lausanne, Switzerland (“ACI”) and Genentech, Inc., a Delaware corporation, with offices located at 1 DNA Way, South San Francisco, CA 94080 (“GNE”) and F. Hoffmann-La Roche Ltd, a Swiss corporation with its principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“Roche”) (GNE and Roche, collectively, “Genentech”). ACI and Genentech are each referred to herein individually as a “Party” and collectively as the “Parties.”

RESEARCH COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN GILEAD SCIENCES, INC. AND HOOKIPA BIOTECH AG
Research Collaboration and License Agreement • March 19th, 2020 • HOOKIPA Pharma Inc. • Pharmaceutical preparations • New York

This RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is made as of June 4, 2018 (the “Effective Date”), by and between Gilead Sciences, Inc., a Delaware corporation having an office at 333 Lakeside Drive, Foster City, CA 94404 (“Gilead”) and Hookipa Biotech AG, an Austrian corporation (Aktiengesellschaft) having an office at St Marx Vienna Bio Center: Helmut-Qualtinger-Gasse 2, 1030 Vienna, Austria (“Hookipa”). Gilead and Hookipa are each referred to individually as a “Party” and together as the “Parties.”

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Triple asterisks denote omissions. RESEARCH COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN PFIZER INC. AND MACROGENICS, INC. OCTOBER 13, 2010
Research Collaboration and License Agreement • October 4th, 2013 • Macrogenics Inc • Pharmaceutical preparations

This Research Collaboration and License Agreement (the “Agreement”) is entered into as of October 13, 2010 (the “Effective Date”), by and among Pfizer, Inc., a corporation organized and existing under the laws of the State of Delaware and having a place of business at 500 Arcola Road, Collegeville, Pennsylvania 19426, United States (“Pfizer”) and MacroGenics, Inc., a corporation organized and existing under the laws of the State of Delaware and having a place of business at 1500 East Gude Drive, Rockville, MD 20850 (“MacroGenics”). Pfizer and MacroGenics may each be referred to herein individually as a “Party” and collectively as the “Parties.”

RESEARCH COLLABORATION AND LICENSE AGREEMENT BETWEEN DICERNA PHARMACEUTICALS, INC. AND KYOWA HAKKO KIRIN CO., LTD. December 21, 2009
Research Collaboration and License Agreement • January 29th, 2014 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of December 21, 2009 ( the “Effective Date”), by and between DICERNA PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware (“DICERNA”), and KYOWA HAKKO KIRIN CO. LTD., a corporation organized and existing under the laws of Japan (“KHK”).

BETWEEN
Research Collaboration and License Agreement • November 14th, 2002 • Decode Genetics Inc • Services-commercial physical & biological research • New York
BETWEEN IMMUNOCORE LIMITED. on the one hand, AND GENENTECH, INC AND on the other hand, AS OF JUNE 14, 2013
Research Collaboration and License Agreement • January 15th, 2021 • Immunocore LTD • Biological products, (no disgnostic substances) • England and Wales

This Research Collaboration and License Agreement (“Agreement”) is made and entered into, effective as of June 14, 2013 (“Effective Date”), by and between Immunocore Limited, having its principal place of business at 57 Jubilee Avenue, Milton Park, Abingdon, Oxon, United Kingdom OX14 4RX (“Immunocore”), on the other hand, Genentech, Inc., a Delaware corporation, having its principal place of business at 1 DNA Way, South San Francisco, California 94080 (“GNE”) and F. Hoffmann-La Roche Ltd, with its principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“Roche”), on the other hand. GNE and Immunocore are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” The term “Party” or “Parties” shall not include Roche unless explicitly stated below.

RESEARCH COLLABORATION AND LICENSE AGREEMENT between MERCK & CO., INC. and ARRIS PHARMACEUTICAL CORPORATION
Research Collaboration and License Agreement • June 18th, 2008 • Celera CORP • Services-commercial physical & biological research • New Jersey

THIS AGREEMENT is effective as of November, 1996 (the “Effective Date”), between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey (“MERCK”) and ARRIS PHARMACEUTICAL CORPORATION, a corporation organized and existing under the laws of Delaware (“ARRIS”).

RESEARCH COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN METHYLGENE INC. AND OTSUKA PHARMACEUTICAL CO., LTD. DATED AS OF MARCH 25, 2008
Research Collaboration and License Agreement • July 9th, 2013 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS RESEARCH COLLABORATION AND LICENSE AGREEMENT is entered into this 25th day of March, 2008 (the “Effective Date”), by and between MethylGene Inc., a corporation organized under the laws of Quebec, Canada, having a business address at 7220 Frederick Banting, Montreal, QC H4S 2A1 (“MethylGene”), and Otsuka Pharmaceutical Co., Ltd., a company organized under the laws of Japan, having a business address at 2-9 Kanda-Tsukasamachi, Chiyoda-ku Tokyo 101-8535, Japan, acting through its Ophthalmology and Dermatology Division (“Otsuka”).

RESEARCH COLLABORATION AND LICENSE AGREEMENT
Research Collaboration and License Agreement • April 24th, 2018 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • New York

This Research Collaboration and License Agreement (the “Agreement”) is entered into as of December 28, 2017 (the “Effective Date”), by and between Pfizer Inc., a corporation organized and existing under the laws of Delaware and having a principal place of business at 235 East 42nd Street, New York, NY 10017 (“Pfizer”) and Sangamo Therapeutics, Inc., a corporation organized and existing under the laws of Delaware and having a principal place of business at 501 Canal Blvd., Richmond, CA 94804 (“Sangamo”). Pfizer and Sangamo may each be referred to herein individually as a “Party” and collectively as the “Parties.”

RESEARCH COLLABORATION AND LICENSE AGREEMENT Between RAYZEBIO, INC. And NIMBLE THERAPEUTICS, INC.
Research Collaboration and License Agreement • August 24th, 2023 • RayzeBio, Inc. • Pharmaceutical preparations • New York

This Research Collaboration and License Agreement (the “Agreement”) is made and entered into as of February 8, 2021 (“Effective Date”) and is effective as of the Effective Date, between RayzeBio, Inc., a Delaware corporation having its principal place of business at 9880 Campus Point Dr., Suite 410, San Diego, CA 92121 (“Rayze”), and Nimble Therapeutics, Inc., a Delaware corporation having its principal place of business at 603 Science Dr., Madison, Wisconsin 53711 (“Nimble”). Rayze and Nimble are sometimes referred to individually as a “Party” and collectively as the “Parties.”

CONFIDENTIAL TREATMENT REQUESTED RESEARCH COLLABORATION AND LICENSE AGREEMENT BETWEEN VITAE PHARMACEUTICALS, INC. AND BOEHRINGER INGELHEIM INTERNATIONAL GMBH Dated as of October 2, 2007 (the “Effective Date”) Boehringer Ingelheim Contract Number: ****
Research Collaboration and License Agreement • August 12th, 2014 • Vitae Pharmaceuticals, Inc • Pharmaceutical preparations • New York

This RESEARCH COLLABORATION AND LICENSE AGREEMENT (“Agreement”) effective as of October 2, 2007 (“Effective Date”) is entered into by and between Vitae Pharmaceuticals, Inc (“Vitae”), with offices at 502 West Office Center Drive, Ft. Washington, PA 19034, USA. (taxpayer ID number 04-3567753), and Boehringer Ingelheim International GmbH (“BI”), with offices at **** (VAT ID number ****). Vitae and BI may each be referred to as a “Party” or together as the “Parties.”

RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between AMGEN INC. and RBNC THERAPEUTICS, INC. Dated as of September 10, 2021
Research Collaboration and License Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of September 10, 2021 (the “Execution Date”) is by and between Amgen Inc., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California 91320, USA (“Amgen”) and RBNC Therapeutics, Inc., a Delaware corporation having an address at 1700 Owens Street, #535, San Francisco, California 94158, USA (“RBNC”). Amgen and RBNC are each hereafter referred to individually as a “Party” and together as the “Parties”.

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. RESEARCH COLLABORATION AND LICENSE AGREEMENT
Research Collaboration and License Agreement • September 22nd, 2006 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS RESEARCH COLLABORATION AND LICENSE AGREEMENT (“Agreement”) is made effective as of November 24, 2004 (“Effective Date”) by and between ACHILLION PHARMACEUTICALS, INC., a Delaware corporation (“Achillion”), with its principal place of business at 300 George Street, New Haven, Connecticut 06511, USA, and GILEAD SCIENCES, INC., a Delaware corporation (“Gilead”), with its principal place of business at 333 Lakeside Drive, Foster City, California 94404, USA. Achillion and Gilead are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

Agreement on addition of Additional Collaboration Program hereinafter (“AACP”) made effective as of September 16th 2013 (“AACP Effective Date”).
Research Collaboration and License Agreement • August 9th, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations

Addition of Additional Collaboration Program to the Research Plan, an integral part of the RESEARCH COLLABORATION AND LICENSE AGREEMENT dated as of June 16, 2012 (the “Collaboration Agreement”) by and between

RESEARCH COLLABORATION AND LICENSE AGREEMENT between ELI LILLY AND COMPANY and AVIDITY BIOSCIENCES, INC.
Research Collaboration and License Agreement • May 22nd, 2020 • Avidity Biosciences, Inc. • Pharmaceutical preparations • New York

THIS RESEARCH COLLABORATION AND LICENSE AGREEMENT (“Agreement”) is entered into as of April 17, 2019 (the “Effective Date”) by and between AVIDITY BIOSCIENCES, INC., a Delaware corporation having an address at 10975 N. Torrey Pines Rd., Suite 150, La Jolla, CA 92037 (“Avidity”), and ELI LILLY AND COMPANY, a corporation organized and existing under the laws of Indiana, with its principal business office located at Lilly Corporate Center, Indianapolis, Indiana 46285, U.S.A. (“Lilly”). Lilly and Avidity are each hereafter referred to individually as a “Party” and together as the “Parties.”

DATED 16 JUNE 2012 RESEARCH COLLABORATION AND LICENSE AGREEMENT
Research Collaboration and License Agreement • August 9th, 2016 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York

[*] = 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.

RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between AMGEN INC. and KITE PHARMA, INC. Dated as of December 31, 2014
Research Collaboration and License Agreement • August 8th, 2016 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • New York

This RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of December 31, 2014 (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 KITE PHARMA, INC., a Delaware corporation having an address at 2225 Colorado Avenue, Santa Monica, California 90404 (“Kite”). Kite and Amgen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENT
Research Collaboration and License Agreement • March 15th, 2012 • Genvec Inc • Pharmaceutical preparations

This Amendment to Research Agreement (this “Amendment”) is entered into as of January 24 2012 (the “Amendment Date”) by and between GenVec, Inc. (“GenVec”) and Novartis Institutes for BioMedical Research, Inc. (“Novartis”).

AMENDMENT NO. 1 TO RESEARCH, COLLABORATION AND LICENSE AGREEMENT
Research, Collaboration and License Agreement • September 11th, 2020 • Amyris, Inc. • Industrial organic chemicals

This Amendment No.1 to the RCL Agreement (as defined below) is made as of May 20, 2019 (the “Amendment Date”) by and among Amyris, Inc. (“Amyris”) and Lavvan, Inc. (“ Lavvan”).

RESEARCH COLLABORATION AND LICENSE AGREEMENT
Research Collaboration and License Agreement • January 19th, 2010 • Genvec Inc • Pharmaceutical preparations • New York

This Research Collaboration and License Agreement (the “Agreement”) is entered into as of the 13th day of January 2010 (the “Effective Date”) by and between GenVec, Inc., a Delaware corporation, having an office at 65 West Watkins Mill Road, Gaithersburg, Maryland 20878 (“GenVec”), and Novartis Institutes for BioMedical Research, Inc., a Delaware corporation having an office at 250 Massachusetts Avenue, Cambridge, Massachusetts 02139 (“Novartis”).

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...
Research Collaboration and License Agreement • June 17th, 2021 • BCTG Acquisition Corp. • Pharmaceutical preparations • New York

THIS AMENDED AND RESTATED RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”), effective as of August 17, 2020 (the “Amendment Date”), by and between Gilead Sciences, Inc., a corporation organized and existing under the laws of Delaware, having an address at 333 Lakeside Drive, Foster City, CA 94404 (“Gilead”) and Tango Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, having an address at 100 Binney Street, Suite 700, Cambridge, Massachusetts 02142 (“Tango”). Tango and Gilead are referred to herein, individually, as a “Party” and, together, as the “Parties.”

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Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. RESEARCH COLLABORATION...
Research Collaboration and License Agreement • May 9th, 2022 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • New York

MERSANA THERAPEUTICS, INC., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (hereinafter referred to as “Mersana”)

AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENT (U.S.)
Research Collaboration and License Agreement • August 7th, 1998 • Cv Therapeutics Inc • Services-commercial physical & biological research
RESEARCH COLLABORATION AND LICENSE AGREEMENT
Research Collaboration and License Agreement • December 7th, 2020 • FS Development Corp. • Pharmaceutical preparations

This Research Collaboration and License Agreement (“Agreement”), effective as of 1 April 2017 (the “Effective Date”) is made by and between Sanquin Blood Supply Foundation (“Sanquin”), a non-profit organization, with offices located at Plesmanlaan 125 (1066 CX) Amsterdam, and Gemini Therapeutics, Inc., a corporation organized under the laws of Delaware (“Gemini”), having a place of business at 400 Technology Square, Cambridge MA 02138. The Parties hereinafter jointly also referred to as the “Parties” and individually as a “Party”.

Contract
Research Collaboration and License Agreement • November 3rd, 2006 • Dynavax Technologies Corp • Pharmaceutical preparations • Delaware

[ * ] = 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.

RESEARCH COLLABORATION AND LICENSE AGREEMENT between AVIDITY BIOSCIENCES, INC. and BRISTOL MYERS SQUIBB COMPANY Dated as of November 27, 2023
Research Collaboration and License Agreement • February 28th, 2024 • Avidity Biosciences, Inc. • Pharmaceutical preparations • New York

This Research Collaboration and License Agreement (this “Agreement”), effective as of November 27, 2023 (the “Effective Date”), is entered into by and between Bristol Myers Squibb Company, a Delaware corporation having a place of business at Route 206 and Province Line Road, Lawrenceville, NJ 08540 (“BMS”), and Avidity Biosciences, Inc., a Delaware corporation having a place of business at 10578 Science Center Drive, Suite 125, San Diego, CA 92121 (“Avidity”). BMS and Avidity are referred to individually as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 3 TO RESEARCH COLLABORATION AND LICENSE AGREEMENT
Research Collaboration and License Agreement • July 22nd, 2016 • Mount TAM Biotechnologies, Inc. • Tobacco products

THIS AMENDMENT NO. 3 TO THE RESEARCH COLLABORATION AND LICENSE AGREEMENT (herein referred to as "Amendment No. 3") is made and entered into as of July 19, 2016 (the "Effective Date"), by and between Mount Tam Biotechnologies, Inc."), a Nevada corporation, (herein referred to as "TAM"), and The Buck Institute for Research on Aging, an independent non-profit research organization organized under the laws of California ("Buck"), each herein referred to individually as "Party" and collectively as "Parties."

AMENDMENT NO. 1 TO RESEARCH COLLABORATION AND LICENSE AGREEMENT
Research Collaboration and License Agreement • March 9th, 2016 • Genvec Inc • Pharmaceutical preparations • Delaware

This Amendment No. 1 to Research Collaboration and License Agreement (this “Amendment”) is made as of this 10th day of November 2015 (the “Effective Date”), by and between GenVec, Inc., a Delaware corporation (“GenVec”) and Novartis Institutes for Biomedical Research, Inc., a Delaware corporation (“Novartis”), and amends that Research Collaboration and License Agreement dated January 13, 2010 (the “License Agreement”), by and between Novartis and GenVec. Capitalized terms used in this Amendment without definition shall have the meanings given those terms in License Agreement.

AMENDMENT TO THE RESEARCH COLLABORATION AND LICENSE AGREEMENT
Research Collaboration and License Agreement • May 8th, 2015 • Alnylam Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts

This Amendment to the Research Collaboration and License Agreement (this “Amendment”) is entered into as of February 27, 2015, by and between Novartis Institutes for BioMedical Research, Inc., a corporation organized and existing under the laws of Delaware, with its principal place of business at 250 Massachusetts Avenue, Cambridge, Massachusetts 02139, and Alnylam Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware, with its principal place of business at 300 Third Street, 3rd Floor, Cambridge, Massachusetts 02142.

Certain information has been excluded from this agreement (indicated by “[***]”) HOOKIPA PHARMA INC. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. Research Collaboration and License...
Research Collaboration and License Agreement • October 20th, 2022 • HOOKIPA Pharma Inc. • Pharmaceutical preparations

with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (“Roche US”; Roche Basel and Roche US together referred to as “Roche”)

AMENDMENT NO. 3 TO RESEARCH COLLABORATION AND LICENSE AGREEMENT
Research Collaboration and License Agreement • November 6th, 2009 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Amendment No. 3 to the Research Collaboration and License Agreement (the “Amendment #3”), effective as of September 2, 2009, modifies certain provisions of the Research Collaboration and License Agreement, entered into as of November 24, 2004, as amended by Amendment No. 1 dated March 26, 2007, and Amendment No. 2 dated January 15, 2009, (as previously amended, the “Agreement”) between Achillion Pharmaceuticals, Inc., 300 George Street, New Haven, Connecticut 06511 (“Achillion”), and Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, California 94404 (“Gilead”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. FOURTH AMENDMENT TO RESEARCH...
Research Collaboration and License Agreement • November 22nd, 2021 • Bionomics Limited/Fi • Pharmaceutical preparations

This Fourth Amendment To Research Collaboration And License Agreement (“Fourth Amendment”), effective as of the date of last signature below (the “Fourth Amendment Effective Date”), confirms the mutual understanding between Merck Sharp & Dohme Corp. (“Merck”) and Bionomics Limited (“Bionomics”).

FIRST AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENT
Research Collaboration and License Agreement • March 2nd, 2005 • Arena Pharmaceuticals Inc • Pharmaceutical preparations

This FIRST AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “First Amendment”) dated as of October 20, 2004, is entered into by and between Merck & Co., Inc. (“MERCK”) and ARENA PHARMACEUTICALS, INC., (“ARENA”) and amends that certain Research Collaboration and License Agreement between MERCK and ARENA, effective as of October 21, 2002 (the “Agreement”).

RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between amgen inc. and ENTERABIO LTD. Dated as of December 10, 2018
Research Collaboration and License Agreement • April 17th, 2019 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York

This Research Collaboration and License Agreement (“Agreement”) is entered into as of December 10, 2018 (the “Effective Date”) by and between Amgen Inc., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California 91320, USA (“Amgen”) and EnteraBio Ltd., an Israeli company having an address at Minrav Building, 5th Floor, PO Box 12117, Jerusalem 91220, Israel (“EnteraBio”). Amgen and EnteraBio are each hereafter referred to individually as a “Party” and together as the “Parties”.

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