12/4/2023 0 Comments Bayer aktiengesellschaft Calendar Year means each twelve months period or portion thereof beginning on January 1. January 1, April 1, July 1, and October 1. Calendar Quarter means each three-month period or any portion thereof, beginning on Required or authorized by law to be closed in Berlin, Germany, or Palo Alto, USA. Business Day means any day that is not a Saturday, a Sunday or other day on which banks are Licensed Patents Covering Licensed Bioconjugate Know-How and Bayer Program, including but not limited to BAY 1082236. I元RA, including but not limited to BAY 2474943, and (iii) TSAC Bioconjugate Program(s) means each of the following separate programs within theīioconjugate Platform: (i) KSPi-ADC program for compounds targeting CXCR5, including but not limited to BAY 2500924 (ii) KSPi-ADC program for compounds targeting Bioconjugate Platform means Bayers Kinesin-Spindle-Protein Inhibitor Antibody DrugĬonjugate (KSPi≪DC) platform and/or Tumor Stroma Activated Conjugate (TSAC) platform for hematological and solid tumors, as described in more detail in Exhibit 1.6 for clarity, the Bioconjugate Platform consists of the threeīioconjugate Programs, each with advanced candidates, and includes the methods, conjugates, metabolites and individual modules and combination of those (such as binding molecules, linker moieties and payloads) related to the KSPi-ADCs and TSACs. By way of clarity, the term Bayer PTEFb Compound includes BAY1143572, BAY1251152 and BAY2396217 as well as back-up seriesĪnd intermediates relating to such compounds, if any, within the PTEFb Platform. Technology and Controlled by Bayer or any of its Affiliates as of the Effective Date. Bayer PTEFb Compound means any PTEFb inhibiting compound developed within the PTEFb Bayer Compound means any Bayer Bioconjugate Compound or Bayer PTEFb Compound. By way of clarity, the term Bayer Bioconjugate Compound includes antibodies targeting I元RA or CXCR5 of the KSPi-ADC programs, KSPiīack-up series and intermediates relating to such compounds, if any, in each case within the Bioconjugate Platform. Bayer Bioconjugate Compound means any compound within the Bioconjugate Technology andĬontrolled by Bayer or any of its Affiliates as of the Effective Date. Ownership of stock, by contract or otherwise. Securities, capital stock, or other comparable equity or ownership interest of such business entity having the power to vote on or direct the affairs of such business entity, as applicable (or such lesser percentage which is the maximum allowed toīe owned by a foreign corporation in a particular jurisdiction), or (ii) possesses, directly or indirectly, the power to direct or cause the direction of the policies and management of such business entity, as applicable, whether by the For the purpose of this definition, a business entity shall be deemed to control another business entity, if it (i) owns directly or indirectly, more than fifty percent (50%) of the outstanding voting Affiliate means any business entity controlled by, controlling, or under common control §§ 301 et seq.), as amended,Īnd the regulations promulgated thereunder. ∺ct means the Food, Drug and Cosmetic Act (21 U.S.C. NOW, THEREFORE, Bayer and Vincera agree as follows: Bayer is willing to grant such a license to Vincera. Vincera wishes to obtain from Bayer a license under and to Bayers said intellectual property and toĭevelop and commercialize products based on such compounds and technology.ĭ. Intellectual property and information relating to the Bioconjugate Platform and PTEFb Platform (each as defined below) ĭecided no longer to pursue development of the compounds and technology comprised in the Bioconjugate Platform and PTEFb Platform but considers them and the associated intellectual property that has been generated to be valuable, and wishes toĬ. Bayer owns or controls certain patents, patent applications, technology, know-how, other Bayer and Vincera are sometimes referred to herein individually as a Party and collectively as the Parties.Ī. 07, 2020 (the Execution Date), is entered into by and betweenīayer Aktiengesellschaft, - having a place of business at Müllerstraße 178, 13353 Berlin, Germany -, Bayer Intellectual Property GmbH, having a place of business at Alfred-Nobel-Straße 10, 40789 Monheim am Rhein, Germany (all suchīayer entities being jointly and severally referred to as Bayer) and Vincera Pharma, Inc.( Vincera), having a place of business at 4500 Great America Parkway, Suite 100 #29, Santa Clara, California 95054, United THIS LICENSE AGREEMENT (the Agreement), executed on Oct. Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) would be competitively
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