EXCLUSIVE PATENT LICENSE AGREEMENT
BETWEEN THE UNIVERSITY OF TEXAS SYSTEM
PELOTON THERAPEUTICS, INC.
THIS Agreement (AGREEMENT) is between the Board of Regents (BOARD) of The University of Texas System (SYSTEM), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of The University of Texas Southwestern Medical Center at Dallas (UT SOUTHWESTERN), a component institution of SYSTEM, and Peloton Therapeutics, Inc. (LICENSEE), a Delaware corporation having a principle place of business located at BioCenter at UT Southwestern Medical District, 2330 Inwood Road, Suite 226, Dallas, Texas ###-###-####.
A. BOARD owns certain PATENT RIGHTS (as defined below) and TECHNOLOGY RIGHTS (as defined below) related to LICENSED SUBJECT MATTER (as defined below), which were developed at UT SOUTHWESTERN.
B. BOARD desires to have the LICENSED SUBJECT MATTER developed and used for the benefit of LICENSEE, INVENTORS (as defined below), BOARD, and the public as outlined in BOARDS Intellectual Property Policy.
C. LICENSEE wishes to obtain a license from BOARD to practice LICENSED SUBJECT MATTER.
NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the PARTIES (as defined below) agree as follows:
1. EFFECTIVE DATE
This AGREEMENT is effective November 21, 2011 (EFFECTIVE DATE).
As used in this AGREEMENT, the following terms have the meanings indicated:
2.1 AFFILIATE means any business entity more than 50% owned by LICENSEE, any business entity that owns more than 50% of LICENSEE, or any business entity that is more than 50% owned by a business entity that owns more than 50% of LICENSEE.
2.2 COLLABORATIVE RESEARCH AGREEMENT means any agreement that the BOARD or UT SOUTHWESTERN, on the one hand, and LICENSEE or any of its AFFILIATES, on the other, may subsequently enter into (a) under which LICENSEE or its AFFILIATE agrees to collaborate on specific research activities by one or more INVENTORS at UT SOUTHWESTERN, and that grants to LICENSEE an option to include within the PATENT RIGHTS hereunder some or all of the patent rights arising from such research or development, and (b) which the PARTIES agree in writing should be considered a COLLABORATIVE RESEARCH AGREEMENT for purposes of this AGREEMENT.
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