Johns Hopkins University – Aduro Biotech, Cancer Immunotherapy License Agreement

Business model | Governance

Structural Questions

Do the parties govern the project through a joint steering committee (“JSC”)? If so, what are the parties expressly designated roles and responsibilities with respect to the JSC?
Are there other committees, important governance bodies, or designated individual positions? What are the parties’ roles and responsibilities with respect to them?
Are the parties required to meet in accordance with a defined schedule for decision-making and progress reporting activities?
What are the resolution mechanisms for disputes related to the agreement?
Are there any requirements for policies or procedures to manage potential conflicts of interest?

Annotations

This Patent & Technology License and Materials Transfer Agreement is between Johns Hopkins University (“JHU“) and Aduro Biotech (“Company“). The Agreement covers certain patent rights, cell lines and technologies related to the “GVAX” platform, which has potential application for the treatment of cancer.

Aduro Biotech receives an exclusive license under the Licensed Patent Rights and Cell Lines, and a non-exclusive license to use the Licensed Technology. The licenses are worldwide (“Territory“) for any use of GVAX-related products including human, veterinarian or diagnostic uses (“Field“).

The Agreement is subject to global access provisions including retained rights that may be exercised by JHU under certain conditions to grant a non-exclusive license to a Qualified Humanitarian Organization to produce products for end use in public markets in Gavi Countries. Aduro Biotech is also required to consider the reasonableness and feasibility of selling the Licensed Product and Licensed Services into Gavi Countries, and JHU will consider related royalty reductions for those markets.

Provision Language

ARTICLE 10. MISCELLANEOUS

[…]

10.5 Governing Law. This Agreement shall be construed, and legal relations between the parties hereto shall be determined, in accordance with the laws of the State of New York applicable to contracts solely executed and wholly to be performed within the State of New York without giving effect to the principles of conflicts of laws. Any disputes between the parties to this Agreement shall be brought in the state or federal courts of Maryland. Both parties agree to waive their right to a jury trial.

Download Full Agreement

Master Alliance Provisions Guide (MAPGuide)

Johns Hopkins University – Aduro Biotech, Cancer Immunotherapy License Agreement

Provision Language

Contact Us

Get In Touch

Browse

Contact Us

Get In Touch

Browse

Sign Up to Our Newsletter

Master Alliance Provisions Guide (MAPGuide)

Johns Hopkins University – Aduro Biotech, Cancer Immunotherapy License Agreement

Provision Language

Get In Touch

Browse

Title

Sign Up to Our Newsletter

Agreement Type

Select Partner Type

Select Development Stage

Select Technology

Select Issue or Sub-issues