Option, License and Collaboration Agreement Sample Contracts

EX-10.16 13 d564688dex1016.htm EX-10.16 CONFIDENTIAL EXECUTION COPY Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. AMENDED AND RESTATED OPTION, LICENSE, AND...
Option, License, and Collaboration Agreement • May 5th, 2020 • New York

THIS AMENDED AND RESTATED OPTION, LICENSE, AND COLLABORATION AGREEMENT (“Agreement”) is made and entered into, effective as of November 8, 2017 (“A&R Effective Date”), by and between ARVINAS, INC., having its principal place of business at 5 Science Park, 395 Winchester Ave., New Haven, CT 06511 (“Arvinas”), and GENENTECH, INC., a Delaware corporation, having its principal place of business at 1 DNA Way, South San Francisco, California 94080 (“Genentech”), and as expressly provided herein as a “Licensee” or as a “Party,” or as expressly named herein under Section 9.6, F. Hoffmann-La Roche Ltd, with its principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“Roche”).

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OPTION, LICENSE AND COLLABORATION AGREEMENT by and between Galapagos NV and Gilead Sciences, Inc. dated as of July 14, 2019
Option, License and Collaboration Agreement • November 5th, 2019 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • New York

THIS OPTION, LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is entered into as of July 14, 2019 (the “Execution Date”) by and between GALAPAGOS NV, a corporation organized under the laws of Belgium and having its principal place of business at Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium (“Galapagos”), and GILEAD SCIENCES, INC., a Delaware corporation having its principal place of business at 333 Lakeside Drive, Foster City, CA, 94404, USA (“Gilead”). Galapagos and Gilead are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” For purposes of this Agreement, the capitalized terms defined in Appendix A or in other provisions of this Agreement shall have the meanings provided in Appendix A or such other provisions.

= INFORMATION HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT ARCUS BIOSCIENCES, INC. TREATS AS PRIVATE OR CONFIDENTIAL AMENDMENT NO. 1 TO OPTION, LICENSE AND COLLABORATION AGREEMENT
Option, License and Collaboration Agreement • February 23rd, 2022 • Arcus Biosciences, Inc. • Pharmaceutical preparations

This Amendment No. 1 (this “Amendment”) to the Option, License and Collaboration Agreement, dated as of May 27, 2020 (the “Agreement”), is entered into as of November 17, 2021 (the “Amendment Execution Date”), by and between Gilead Sciences, Inc. (“Gilead”), and Arcus Biosciences, Inc. (“Arcus”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement to the extent defined therein.

= INFORMATION HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT ARCUS BIOSCIENCES, INC. TREATS AS PRIVATE OR CONFIDENTIAL
Option, License and Collaboration Agreement • August 3rd, 2022 • Arcus Biosciences, Inc. • Pharmaceutical preparations

The letter agreement (“Letter Agreement”) makes reference to that certain Option, License and Collaboration Agreement (the “OLCA”), entered into as of May 27, 2020, as amended November 17, 2021, by and between Arcus Biosciences, Inc. (“Arcus”) and Gilead Sciences, Inc. (“Gilead”). Gilead and Arcus are referred to herein individually as a “Party” and collectively as “Parties.” Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the OLCA to the extent defined therein.

OPTION, LICENSE AND COLLABORATION AGREEMENT by and between Arcus Biosciences, Inc. and Gilead Sciences, Inc. dated as of May 27, 2020
Option, License and Collaboration Agreement • August 6th, 2020 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York

THIS OPTION, LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is entered into as of May 27, 2020 (the “Execution Date”), by and between ARCUS BIOSCIENCES, INC., a Delaware corporation having its principal place of business at 3928 Point Eden Way, Hayward, CA 94545, USA (“Arcus”), and GILEAD SCIENCES, INC., a Delaware corporation having its principal place of business at 333 Lakeside Drive, Foster City, CA, 94404, USA (“Gilead”). Arcus and Gilead are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” For purposes of this Agreement, the capitalized terms defined in Appendix A or in other provisions of this Agreement shall have the meanings provided in Appendix A or such other provisions.

CERTAIN INFORMATION HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED AMENDMENT NO. 2 TO OPTION, LICENSE AND COLLABORATION AGREEMENT
Option, License and Collaboration Agreement • August 7th, 2023 • Arcus Biosciences, Inc. • Pharmaceutical preparations

This Amendment No. 2 (this “Amendment No. 2”) to the Option, License and Collaboration Agreement, dated as of May 27, 2020, as amended as of November 17, 2021 (collectively, the “Agreement”), is entered into as of May 12, 2023 (the “Amendment No. 2 Execution Date”), by and between Gilead Sciences, Inc. (“Gilead”), and Arcus Biosciences, Inc. (“Arcus”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement to the extent defined therein.

CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. First AMENDMENT TO...
Option, License and Collaboration Agreement • December 19th, 2024 • Assembly Biosciences, Inc. • Pharmaceutical preparations • New York

This First Amendment to Option, License and Collaboration Agreement (this “First Amendment”), dated as of December 19, 2024 (the “First Amendment Effective Date”), is by and between ASSEMBLY BIOSCIENCES, INC., a Delaware corporation having its principal place of business at Two Tower Place, Seventh Floor, South San Francisco, CA 94080 (“Assembly”), and GILEAD SCIENCES, INC., a Delaware corporation having its principal place of business at 333 Lakeside Drive, Foster City, CA 94404 (“Gilead”). Each of Assembly and Gilead may be referred to in this First Amendment individually as a “Party” or together as the “Parties.”

OPTION, LICENSE AND COLLABORATION AGREEMENT by and between Assembly Biosciences, Inc. and Gilead Sciences, Inc. dated as of October 15, 2023
Option, License and Collaboration Agreement • October 17th, 2023 • Assembly Biosciences, Inc. • Pharmaceutical preparations • New York

THIS OPTION, LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is effective as of October 15, 2023 (the “Effective Date”), by and between ASSEMBLY BIOSCIENCES, INC., a Delaware corporation having its principal place of business at 331 Oyster Point Blvd., Fourth Floor, South San Francisco, CA 94080 (“Assembly”), and GILEAD SCIENCES, INC., a Delaware corporation having its principal place of business at 333 Lakeside Drive, Foster City, CA, 94404, USA (“Gilead”). Assembly and Gilead are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 3 TO OPTION, LICENSE AND COLLABORATION AGREEMENT
Option, License and Collaboration Agreement • February 21st, 2024 • Arcus Biosciences, Inc. • Pharmaceutical preparations

This Amendment No. 3 (this “Amendment No. 3”) to the Option, License and Collaboration Agreement, dated as of May 27, 2020, as amended as of November 17, 2021 and May 12, 2023 (collectively, the “Agreement”), is entered into as of January 28, 2024 (the “Amendment No. 3 Execution Date”), by and between Gilead Sciences, Inc. (“Gilead”), and Arcus Biosciences, Inc. (“Arcus”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement to the extent defined therein.

AMENDMENT NO. 4 TO OPTION, LICENSE AND COLLABORATION AGREEMENT
Option, License and Collaboration Agreement • August 8th, 2024 • Arcus Biosciences, Inc. • Pharmaceutical preparations

This Amendment No. 4 (“Amendment No. 4”) to the Option, License and Collaboration Agreement, dated as of May 2, 2020, as amended November 17, 2021, May 12, 2023 and January 29, 2024 (collectively, the “Agreement”), is entered into as of May 10, 2024 (the “Amendment No. 4 Execution Date”), by and between Gilead Sciences, Inc. (“Gilead”) and Arcus Biosciences, Inc. (“Arcus”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement to the extent defined therein.

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