[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
This License Agreement (this Agreement) is entered into as of March 18, 2020 (the Effective Date) by and between Alloy Therapeutics, LLC, a Delaware limited liability company with offices located at 44 South Main Street, 2nd Floor, Hanover, NH 03755 (ATX), and Prometheus Biosciences INC, with its offices located at 9410 Carroll Park Drive, San Diego CA 92121 (LICENSEE). ATX and LICENSEE may each be referred to individually as a Party, and collectively as the Parties.
WHEREAS, ATX Controls (as defined below) the ATX Technology (as defined below); and
WHEREAS, LICENSEE is engaged in the research, development and commercialization of pharmaceutical products; and
WHEREAS, LICENSEE desires to use the ATX Technology to generate antibodies for preclinical development, clinical development and commercialization; and
WHEREAS, ATX desires to grant to LICENSEE a license to use the ATX Technology for such purposes, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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Capitalized Terms. For purposes of this Agreement (including its appended schedules and exhibits), the capitalized terms used in this Agreement shall have the defined meanings set forth below or elsewhere in this Agreement. Capitalized singular, plural, and other variant forms of the defined terms shall have the corresponding meanings.
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Affiliate means, with respect to a Party, any company or other entity controlled by, controlling, or under common control with such Party, where the term controlled by (with correlative meanings for the terms controlling and under common control with) means for purposes of this definition the possession, through ownership or control, directly or indirectly, of more than 50% of the voting power, which voting power in the case of a corporation is entitled to vote for the election of directors, or otherwise has the actual right and ability to control and direct the management and business affairs.