Restated License Agreement Sample Contracts

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Max-1 Acquisition Corp – Restated License Agreement (November 7th, 2017)

This Restated License Agreement ("Agreement") made this 15th day of August, 2015, and is effective as of December 12, 2011 (the "Effective Date"), by and between Northwestern University, an Illinois not-for-profit corporation with a principal place of business at 633 Clark Street, Evanston, Illinois 60208 (hereinafter referred to as "Northwestern") and Exicure, Inc., with a principal place of business at 8045 Lamon Avenue, Suite 410, Skokie, IL 60077 (hereinafter referred to as "Licensee"), formerly known as AuraSense Therapeutics, LLC and AuraSense Therapeutics, Inc.

Max-1 Acquisition Corp – Re: Amendment One to the Amended Restated License Agreement Effective December 12, 2011 Between Exicure, Inc. ("Exicure") and Northwestern University ("Northwestern") (The "Agreement"). (November 7th, 2017)

THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH "*****".

RISE Education Cayman Ltd – Amended & Restated License Agreement (September 22nd, 2017)

This License Agreement (including all exhibits and other attachments referenced in this License Agreement, this Agreement) is dated as of September 28, 2013 (the Effective Date) and is by and between Daplon Limited, a company incorporated in the Cayman Islands (Daplon or Licensor), and RISE Education Hong Kong Ltd., a company incorporated in Hong Kong (RISE Hong Kong or Licensee). Except as provided herein, each of Licensor and Licensee is referred to individually as a Party and Licensor and Licensee are collectively referred to as the Parties.

Amendment No. 1 to Second Restated License Agreement (August 14th, 2017)

This Amendment No. 1 to the Second Restated License Agreement is made and effective as of September 25, 2015 by and between Crucell Holland B.V., a corporation organized under the laws of the Netherlands, having offices at Archimedesweg 4-6, 2333 CN Leiden, the Netherlands (CRUCELL) and Altimmune Inc., a Delaware corporation, having offices located at 19 Firstfield Road, Gaithersburg, Maryland, USA 20878, formerly VAXIN INC., a Delaware corporation, having offices located at 1500 First Avenue North, Birmingham, Alabama, U.S.A. (VAXIN).

Second Restated License Agreement VAXIN CRUCELL (August 14th, 2017)

Crucell Holland B.V., a corporation organized under the laws of the Netherlands, having offices located at Archimedesweg 4, 2333 CN, Leiden, the Netherlands, (hereinafter referred to as CRUCELL); and

Selecta Biosciences Inc – Amended & Restated License Agreement (August 11th, 2017)

This Amended & Restated License Agreement (the "Agreement"), dated as of 31 May, 2017 (the "Effective Date"), is made by and between Shenyang Sunshine Pharmaceutical Co., Ltd., a Chinese Corporation, with an address at No. 3 A1 Road 10, Shenyang Economic and Technology Development Zone, Shenyang, China 110027 and its affiliates ("3SBio"), and Selecta Biosciences, Inc., a Delaware corporation, with an address at 480 Arsenal Street, Building One, Watertown, MA 02472 ("Selecta"). 3SBio and Selecta are sometimes hereinafter referred to each as a "Party" and collectively as the "Parties."

Cytomedix, Inc. New – Amended & Restated License Agreement (November 13th, 2015)

This AMENDED & RESTATED LICENSE AGREEMENT is made and entered into as of October 16, 2015 (this "Agreement"), between NUO THERAPEUTICS, INC. (f/k/a Cytomedix, Inc.), a Delaware corporation, with its principal office at 209A Perry Parkway, Suite 1, Gaithersburg, MD 20877 ("Nuo"), and ARTHREX, INC., a Delaware corporation, with its principal office at 1370 Creekside Boulevard, Naples, FL 34108-1945 ("Arthrex"). Each of Nuo and Arthrex is hereinafter referred to as a "Party" and collectively the "Parties."

Trillium Therapeutics Inc. – Amended & Restated License Agreement (August 12th, 2014)

This amended and restated second license agreement (Agreement, as further defined herein) is made effective as of February 1st, 2010 (the "Effective Date"), and is amended as of June 1, 2012 (the Amendment Date), and is between:

EyeGate Pharmaceuticals – First Amendment to First Amended and Restated License Agreement (July 30th, 2014)

THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENT ("this Amendment") is made as of July 7, 2014 (the "Effective Date"), by and between UNIVERSITY OF MIAMI and its School of Medicine, whose principal place of business is at 1600 N.W. 10th Avenue, Miami, Florida 33136 (the "Licensor") and EYEGATE PHARMA SA, a French corporation, whose principal place of business is at Tour de l'Horlage 4, place Louis Armand, 75012 Paris, France, and formerly known as Optis France SA (the "Licensee").

Cherokee Inc. – Renewal and Amendment No. 4 to Cherokee Restated License Agreement (January 6th, 2014)

THIS RENEWAL AND AMENDMENT NO. 4 TO THE RESTATED LICENSE AGREEMENT (this Amendment), is made and entered into on the 2nd day of January, 2014, between Cherokee Inc., (Licensor), and Target General Merchandise, Inc. (Licensee), with reference to the following facts:

NephroGenex, Inc. – FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT Between University of Kansas Medical Center Research Institute, Inc. And NephroGenex, Inc. (Assignee of BioStratum Incorporated) (December 23rd, 2013)

This First Amendment to the Amended and Restated License Agreement ("First Amendment") is made effective as of the 4th day of May, 2007 ("First Amendment Effective Date") by and between University of Kansas Medical Center Research Institute, Inc. ("RESEARCH INSTITUTE") and NephroGenex, Inc., a Delaware corporation ("NephroGenex") and assignee of BioStratum Incorporated ("BioStratum").

Ocera Therapeutics – Restated License Agreement (September 27th, 2013)

THIS RESTATED LICENSE AGREEMENT (the "Agreement") is entered into as of March 6th, 2008 (the "Effective Date") by and between KUREHA CORPORATION, a Japanese corporation ("Kureha"), having an address of 3-3-2, Nihonbashi-Hamacho, Chuo-ku, Tokyo 103-8552, Japan, and OCERA THERAPEUTICS, INC., a Delaware corporation ("Ocera"), having an address of 12651 High Bluff Drive, Suite 230, San Diego, CA 92130, United States of America.

Fate Therapeutics Inc – First Amendment to Restated License Agreement (August 14th, 2013)

This First Amendment (hereafter, the First Amendment) amends the Restated License Agreement dated April 6, 2010 (the Agreement) between Fate Therapeutics (Canada) Inc. (successor to Verio Therapeutics, Inc. and herein referred to as Fate Canada or Licensee) and the Ottawa Hospital Research Institute (OHRI or Licensor), and shall be effective as of February 14, 2012 (the First Amendment Date). Licensee and Licensor shall each individually be referred to as a Party, and shall be referred to together as the Parties.

Fate Therapeutics Inc – Restated License Agreement (August 14th, 2013)

The Ottawa Hospital Research Institute, with a business address of 725 Parkdale Avenue Ottawa, Ontario, K1Y 4E9, Canada (hereinafter Licensor)

Fate Therapeutics Inc – Second Amendment to Restated License Agreement (August 14th, 2013)

This Second Amendment (hereafter. this Second Amendment) amends the Restated License Agreement having an Effective Date of April 6, 2010, as amended by the First Amendment dated February 14, 2012 (together, the Agreement) between Fate Therapeutics (Canada) Inc. (successor to Verio Therapeutics, Inc. and herein referred to as Fate Canada or Licensee) and the Ottawa Hospital Research Institute (OHRI or Licensor). This Second Amendment shall be effective as of June 3, 2013 (the Second Amendment Date). Licensee and Licensor shall each individually be referred to as a Party, and shall be referred to together as the Parties.

Fate Therapeutics Inc – Restated License Agreement (June 20th, 2013)

The Ottawa Hospital Research Institute, with a business address of 725 Parkdale Avenue Ottawa, Ontario, K1Y 4E9, Canada (hereinafter Licensor)

Fate Therapeutics Inc – First Amendment to Restated License Agreement (June 20th, 2013)

This First Amendment (hereafter, the First Amendment) amends the Restated License Agreement dated April 6, 2010 (the Agreement) between Fate Therapeutics (Canada) Inc. (successor to Verio Therapeutics, Inc. and herein referred to as Fate Canada or Licensee) and the Ottawa Hospital Research Institute (OHRI or Licensor), and shall be effective as of February 14, 2012 (the First Amendment Date). Licensee and Licensor shall each individually be referred to as a Party, and shall be referred to together as the Parties.

Fate Therapeutics Inc – Second Amendment to Restated License Agreement (June 20th, 2013)

This Second Amendment (hereafter. this Second Amendment) amends the Restated License Agreement having an Effective Date of April 6, 2010, as amended by the First Amendment dated February 14, 2012 (together, the Agreement) between Fate Therapeutics (Canada) Inc. (successor to Verio Therapeutics, Inc. and herein referred to as Fate Canada or Licensee) and the Ottawa Hospital Research Institute (OHRI or Licensor). This Second Amendment shall be effective as of June 3, 2013 (the Second Amendment Date). Licensee and Licensor shall each individually be referred to as a Party, and shall be referred to together as the Parties.

Cherokee Inc. – Amendment No. 3 to Restated License Agreement (June 13th, 2013)

THIS AMENDMENT NO. 3 TO THE RESTATED LICENSE AGREEMENT (this Amendment), is made and entered into on the 3rd day of April, 2013, between Cherokee Inc., (Licensor), and Target General Merchandise , Inc. (TGMI), with reference to the following facts:

First Amendment to Lease and First Amendment to First Amended and Restated License Agreement (April 3rd, 2013)

THIS FIRST AMENDMENT TO LEASE AND FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENT (the "First Amendment"), dated March 28, 2013, is by and between BASS LAKE REALTY LLC, a Delaware limited liability company, with an address in care of Great Point Investors LLC, Two Center Plaza, Suite 410, Boston, MA 02108 ("Landlord"), and CLEARFIELD, INC., a Minnesota corporation, with an address of 5480 Nathan Lane, Suite 210, Plymouth, MN 55442, successor to APA Cables & Networks, Inc. ("Tenant" or "Assignee").

International Stem Cell CORP – AMENDED AND RESTATED LICENSE AGREEMENT (UMass IP) (February 14th, 2013)

This Amended and Restated License Agreement (Agreement) is made and entered into this day of February, 2013 (the Effective Date), by and between Advanced Cell Technology, Inc., a Delaware corporation with offices located at 33 Locke Drive, Marlborough MA 01752 (LICENSOR), and International Stem Cell Corporation (the successor in interest to PacGen Cellco, LLC), a Delaware corporation with offices located at 5950 Priestly Drive Carlsbad, CA 92008 (LICENSEE) (LICENSOR and LICENSEE sometimes hereinafter referred to individually as a Party and collectively as the Parties).

International Stem Cell CORP – AMENDED AND RESTATED LICENSE AGREEMENT (Infigen IP) (February 14th, 2013)

This Amended and Restated License Agreement (Agreement) is made and entered into this day of February, 2013 (the Effective Date), by and between Advanced Cell Technology, Inc., a Delaware corporation with offices located at 33 Locke Drive, Marlborough MA 01752 (LICENSOR), and International Stem Cell Corporation (the successor in interest to PacGen Cellco, LLC), a Delaware corporation with offices located at 5950 Priestly Drive Carlsbad, CA 92008 (LICENSEE) (LICENSOR and LICENSEE sometimes hereinafter referred to individually as a Party and collectively as the Parties).

Cherokee Inc. – Amendment No. 2 to Restated License Agreement (February 6th, 2013)

THIS AMENDMENT NO. 2 to the Restated License Agreement (this Amendment), is dated January 29, 2013 between Cherokee Inc., (Licensor), and TARGET GENERAL MERCHANDISE, INC. (TGMI), with reference to the following facts:

AMENDED AND RESTATED LICENSE AGREEMENT Between (August 17th, 2012)
Fluidigm Corp. – Addendum to Second Amended and Restated License Agreement (December 3rd, 2010)

THIS ADDENDUM TO SECOND AMENDED AND RESTATED LICENSE AGREEMENT (this Addendum) dated as of March 29, 2007 (the Addendum Date), is entered into between CALIFORNIA INSTITUTE OF TECHNOLOGY (Caltech), having an address at 1200 East California Boulevard, Pasadena, California 91125, and FLUIDIGM CORPORATION (Licensee), having a principal place of business at 7100 Shoreline Court, South San Francisco, California 94080, with respect to the following facts:

Fluidigm Corp. – Second Amended and Restated License Agreement (December 3rd, 2010)

THIS SECOND AMENDED AND RESTATED LICENSE AGREEMENT (Agreement), effective May 1, 2000 (the Effective Date) with a second restatement date as of May 1, 2004 (the Second Restatement Date), between CALIFORNIA INSTITUTE OF TECHNOLOGY , 1200 East California Boulevard, Pasadena, California 91125 (Caltech) and FLUIDIGM CORPORATION , 7100 Shoreline Court, South San Francisco, California 94080 (formerly Mycometrix Corporation) (Licensee).

AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN PRESIDENT AND FELLOWS OF HARVARD COLLEGE AND CLINICAL MICRO SENSORS, INC Effective as of July 14, 1997 Re: Harvard Case No(s). 1063 and 1339 (May 21st, 2010)

HARVARD has entered into an agreement, effective July 14, 1997 (the License Agreement), with LICENSEE granting LICENSEE certain rights under PATENT RIGHTS. The parties hereto agree that this Amended and Restated License Agreement supercedes and replaces the July 14, 1997 License Agreement.

CBOE Holdings – Amendment No. 3 to Restated License Agreement (April 12th, 2010)

This Amendment No. 3 to the Restated License Agreement effective as of November 1, 1994 and as amended by Amendment No. 1 thereto dated January 15, 1995 and Amendment No. 2 thereto dated April 1, 1998 (collectively, the License Agreement), is made by and between STANDARD & POORS (S&P), a division of The McGraw-Hill Companies, Inc., a New York corporation having an office at 55 Water Street, New York, New York 10041, and the CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED (CBOE), having an office at 400 South LaSalle, Chicago, Illinois 60605. The effective date of this Amendment No. 3 is as of July 28, 2000.

Amendment to the Amended and Restated License Agreement (April 5th, 2010)

THIS AMENDMENT TO THE AMENDED AND RESTATED LICENSE AGREEMENT, together with exhibits and schedules attached hereto, (the Amendment) is entered into and effective as of March 4, 2009 (the Amendment Date) by and between Equilon Enterprises LLC dba Shell Oil Products US, a Delaware limited liability company, having a place of business at 910 Louisiana Street, Houston, Texas 77002, (Shell) and Codexis, Inc., a Delaware corporation, having a place of business at 200 Penobscot Drive, Redwood City, California 94063 (Codexis). Shell and Codexis may each be referred to herein individually as a Party or, collectively, as the Parties.

AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN PRESIDENT AND FELLOWS OF HARVARD COLLEGE AND CLINICAL MICRO SENSORS, INC Effective as of July 14, 1997 Re: Harvard Case No(s). 1063 and 1339 (March 19th, 2010)

HARVARD has entered into an agreement, effective July 14, 1997 (the License Agreement), with LICENSEE granting LICENSEE certain rights under PATENT RIGHTS. The parties hereto agree that this Amended and Restated License Agreement supercedes and replaces the July 14, 1997 License Agreement.

Isis Pharmaceuticals, Inc. – Amended & Restated License Agreement (March 1st, 2010)

THIS AMENDED & RESTATED LICENSE AGREEMENT (the Agreement) is made and entered into effective as of November 30, 2009 (the Restatement Date), by and between ATLANTIC PHARMACEUTICALS LIMITED (formerly ATLANTIC HEALTHCARE (UK) LIMITED registered number 6025726), whose registered office is MoFo Notices Limited, 7th Floor, City Point, One Ropemaker Street, London EC2Y 9AW (Atlantic) and ISIS PHARMACEUTICALS, INC., having principal offices at 1896 Rutherford Road, Carlsbad, CA 92008 (Isis). Atlantic and Isis each may be referred to herein individually as a Party, or collectively as the Parties.

ZymoGenetics – Third Restated License Agreement for Il-21 Embodiments (March 1st, 2010)

This Third Restated License Agreement for IL-21 Embodiments (as defined herein) (Agreement) is entered into as of December 3, 2009 (Effective Date) by and between ZymoGenetics, Inc., a Washington corporation (ZGEN), and Novo Nordisk A/S, a Danish corporation (NN).

Amendment to the Amended and Restated License Agreement (January 14th, 2010)

THIS AMENDMENT TO THE AMENDED AND RESTATED LICENSE AGREEMENT, together with exhibits and schedules attached hereto, (the Amendment) is entered into and effective as of March 4, 2009 (the Amendment Date) by and between Equilon Enterprises LLC dba Shell Oil Products US, a Delaware limited liability company, having a place of business at 910 Louisiana Street, Houston, Texas 77002, (Shell) and Codexis, Inc., a Delaware corporation, having a place of business at 200 Penobscot Drive, Redwood City, California 94063 (Codexis). Shell and Codexis may each be referred to herein individually as a Party or, collectively, as the Parties.

Third Amended and Restated License Agreement (September 21st, 2009)

THIS THIRD AMENDED AND RESTATED LICENSE AGREEMENT (Agreement) is between Perot Systems Family Corporation, a Texas corporation (PSFC), H. Ross Perot, an individual domiciled in Texas, Ross Perot, Jr., an individual domiciled in Texas (PSFC, H. Ross Perot, and Ross Perot, Jr. collectively referred to as Licensor), and Perot Systems Corporation (Licensee).

GTx, Inc. – First Amendment to Consolidated, Amended, and Restated License Agreement (March 3rd, 2009)

This First Amendment to Consolidated, Amended, and Restated License Agreement (the Amendment) is entered into as of December 29, 2008 (the Amendment Date) by and between GTx, Inc., a Delaware corporation, located at 3 N. Dunlap Street, Memphis, Tennessee 38163 (GTx), and University of Tennessee Research Foundation, a Tennessee corporation, having an office at UT Conference Center, Suite 211, 600 Henley Street, Knoxville, Tennessee 37996-4122 (UTRF), for the purpose of amending that certain Consolidated, Amended and Restated License Agreement, dated July 24, 2007, between GTx and UTRF (the Original Agreement).