COLLABORATIVE RESEARCH AND LICENSE AGREEMENT
This COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this Agreement) is entered into as of December 28, 2018 (the Effective Date) by and among Biogen MA Inc., a corporation organized and existing under the laws of Massachusetts and having a principal place of business at 225 Binney Street, Cambridge, MA 02142 (Biogen) and C4 Therapeutics, Inc., a corporation organized and existing under the laws of Delaware with a principle place of business at 490 Arsenal Way, Watertown, MA 02472 (C4). Biogen and C4 are sometimes referred to herein individually as a Party and collectively as the Parties.
WHEREAS, Biogen is engaged in, among other things, Development, Manufacturing, and Commercialization of biopharmaceutical products;
WHEREAS, C4 has certain expertise and proprietary protein degradation technology that uses Degronimid compounds to activate the ubiquitin proteasome system in target proteins;
WHEREAS, the Parties are interested in entering into a collaboration to utilize Biogens and C4s expertise and C4 Degrader Platform to perform research services and other activities, including (a) Candidate Development Activities, with the goal of identifying Development Candidates directed to each Collaboration Target, and (b) Sandbox Activities to, among other things, inform the selection of the Additional Targets and identification of potentially useful ligands, each in accordance with the terms and conditions set forth in this Agreement;
WHEREAS, Biogen is making upfront payments to C4 as prepayment of the costs and expenses to be incurred by C4 in the performance of research services under this Agreement; and
WHEREAS, C4 desires to (a) grant to Biogen, and Biogen desires to receive from C4, an exclusive, worldwide license under the C4 Licensed Technology to exploit Development Candidates and Products in the Field in the Territory, and (b) assign to Biogen, and Biogen desires to accept such assignment from C4, all of C4s rights, title, and interests in and to the Target-Specific Technology and Product-Specific Technology.
NOW, THEREFORE, the Parties hereto agree as follows:
ARTICLE 1 DEFINITIONS
|1.2 || |
Acquiror has the meaning set forth in Section 3.7 (Effect of Acquisition of C4).
|1.3 || |
Acquisition Party has the meaning set forth in Section 3.7 (Effect of Acquisition of C4).
|1.4 || |
Additional Cure Period has the meaning set forth in Section 12.2.3 (Disputes Regarding Material Breach).
|1.5 || |
Additional Target means any target that will be the subject of a Candidate Development Program, which targets will be selected in accordance with Section 3.1.1(b)(i) (Selection of Additional Targets) and any alternative splice variants, mutants, polymorphisms, and fragments thereof.