Collaboration Agreement Sample Contracts

Takeda Pharmaceutical Co Ltd – Collaboration Agreement (November 16th, 2018)
Portions of This Exhibit, Indicated by the Mark "[***]," Were Omitted and Have Been Filed Separately With the Securities and Exchange Commission Pursuant to the Registrant's Application Requesting Confidential Treatment Pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as Amended. CLINICAL COLLABORATION AGREEMENT (November 13th, 2018)

This Clinical Collaboration Agreement ("Agreement"), effective as of the 21 day of August, 2018 ("Effective Date"), is entered into by and between The University of Texas M. D. Anderson Cancer Center, with a place of business located at 1515 Holcombe Blvd., Houston, TX 77030, USA ("MD Anderson"), a member institution of The University of Texas System ("System") and Cyclacel Limited, with a place of business located at 1 James Lindsay Place, Dundee, Scotland, DD1 5JJ, United Kingdom, ("Cyclacel") (MD Anderson and Cyclacel each a "Party," and collectively, the "Parties").

Master Clinical Trial Collaboration Agreement (November 7th, 2018)

This Master Clinical Trial Collaboration Agreement (the "Agreement") is made and entered into as of October 10, 2018 (the "Effective Date") by and between Compugen Ltd., an Israeli corporation with a place of business at Azrieli Center, 26 Harokmim Street, Building D, Holon 5885849, Israel ("Compugen"), and Bristol-Myers Squibb Company, a Delaware corporation, headquartered at 430 E. 29th Street, 14FL, New York, N.Y. 10016 ("BMS"). Compugen and BMS may be referred to herein individually as a "Party," or collectively as the "Parties".

360 Finance, Inc. – Framework Collaboration Agreement Between Beijing Qihu Technology Co., Ltd. And Shanghai Qiyu Information Technology Co., Ltd. (October 26th, 2018)

This Framework Collaboration Agreement (hereinafter referred to as this Agreement) is made on July 24, 2018 in the Peoples Republic of China (China, for the purposes of this Agreement, excluding Hong Kong SAR, Macao SAR and Taiwan Region) and entered into by and between:

Consumer Capital Group, Inc. – Collaboration Agreement (October 1st, 2018)
International Spirits & Beverage Group, Inc. – Blockchain Software Development and Collaboration Agreement (September 26th, 2018)

This Blockchain Software Development And Collaboration Agreement ("Agreement") is made effective on the 6th day of June of 2018 (hereinafter referred to as "Effective Date") by and between Bengala Technologies, LLC. a Company (hereinafter referred to as "Company") having its registered office at 3030 N. Rocky Point Dr. STE 150A, Tampa, FL 33607,

Osmotica Pharmaceuticals Ltd – THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF a CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Third Amendment to the License, Supply, Marketing, Distribution and Collaboration Agreement (September 14th, 2018)

This Third Amendment effective as of May 20, 2010 (the Third Amendment), amends the License, Supply, Marketing, Distribution and Collaboration Agreement by and between Upsher-Smith Laboratories, Inc. (USL) and Orion. Corporation (Orion) effective as of November 24, 2003, as amended by the First Amendment (the First Amendment) dated effective May 20, 2004, and the Second Amendment (the Second Amendment) dated effective June 30, 2004 (the License, Supply, Marketing, Distribution and Collaboration Agreement, as amended, being referred to as the Agreement). Capitalized terms appearing in this Third Amendment not defined herein have the meaning given to them in the Agreement.

Osmotica Pharmaceuticals Ltd – First Amendment to the License, Supply, Marketing, Distribution and Collaboration Agreement (September 14th, 2018)

This First Amendment effective as of May 20, 2004 (the First Amendment), amends the License, Supply, Marketing, Distribution And Collaboration Agreement by and between Upsher-Smith Laboratories (USL) and Orion Corporation (Orion) effective as of November 24, 2003 (the Agreement).

Osmotica Pharmaceuticals Ltd – Second Amendment to the License, Supply., Marketing, Distribution and Collaboration Agreement (September 14th, 2018)

This Second Amendment effective as of June 30, 2004 (the Second Amendment), amends the License, Supply, Marketing, Distribution And Collaboration Agreement by and between Upsher-Smith Laboratories (USL) and Orion Corporation (Orion) effective as of November 24, 2003, as amended by the First Amendment (the First Amendment) dated effective May 20, 2004 (the License, Supply, Marketing, Distribution and Collaboration Agreement, as amended, being referred to as the Agreement).

Arvinas Holding Company, Llc – Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Double Asterisks Denote Omissions. AMENDED AND RESTATED OPTION, LICENSE, AND COLLABORATION AGREEMENT BETWEEN ARVINAS, INC. AND GENENTECH, INC. AND AS OF NOVEMBER 8, 2017 (September 14th, 2018)

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).

Osmotica Pharmaceuticals Ltd – THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF a CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Fourth Amendment to the Licensing, Supply, Marketing, Distribution and Collaboration Agreement (September 14th, 2018)

This fourth amendment (the Fourth Amendment), effective as of the 1st day of August, 2013, amends the Licensing, Supply, Marketing, Distribution and Collaboration Agreement dated effective as of November 24, 2003 (Agreement), as amended by the First Amendment dated May 20, 2004, the Second Amendment dated June 30, 2004, and Third Amendment dated May 20, 2010 (the Agreement, as amended, being the Amended Agreement), by and between Upsher-Smith Laboratories, Inc. (USL), and Orion Corporation (Orion). Capitalized terms appearing in this Fourth Amendment not defined herein have the meaning given to them in the Amended Agreement.

Osmotica Pharmaceuticals Ltd – THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF a CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. LICENSE, SUPPLY, MARKETING, DISTRIBUTION AND COLLABORATION AGREEMENT by and Between UPSHER-SMITH LABORATORIES, INC. And ORION CORPORATION (September 14th, 2018)

This License, Supply, Marketing, Distribution and Collaboration Agreement (hereinafter called the Agreement) is made and entered into as of November 24, 2003 (hereinafter Date of Agreement) by and between Orion Corporation, a company duly organized and existing under the laws of Finland and having its principal offices at Orionintie 1, (P.O. Box 65), 02200 Espoo, Finland (hereinafter Orion), and Upsher-Smith Laboratories, Inc., a company duly organized and existing under the laws of Minnesota and having its principal office at 6701 Evenstad Drive, Maple Grove, Minnesota, USA (hereinafter USL). Orion and USL may also be described individually as Party or collectively as Parties.

Osmotica Pharmaceuticals Ltd – THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF a CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Fifth Amendment to the Licensing, Supply, Marketing, Distribution and Collaboration Agreement (September 14th, 2018)

This fifth amendment (the Fifth Amendment), effective as of the 1st day of January, 2018, amends the Licensing, Supply, Marketing, Distribution and Collaboration Agreement dated effective as of November 24, 2003 (the Agreement), as amended by the First Amendment dated May 20, 2004, the Second Amendment dated June 30, 2004, the Third Amendment dated May 20, 2010 and the Fourth Amendment dated August 1, 2013 (the Agreement and the amendments are collectively referred to as the Amended Agreement), by and between Upsher-Smith Laboratories, Inc. (USL), and Orion Corporation (Orion). The Amended Agreement was assigned to Vertical Pharmaceuticals, LLC (Vertical) by USL, effective as of March 24, 2014. Capitalized terms appearing in this Fifth Amendment not defined herein have the meaning given to them in the Amended Agreement.

Urovant Sciences Ltd. – Collaboration Agreement (September 10th, 2018)

This Collaboration Agreement (this Agreement) dated August 24, 2017 (Effective Date), is by and between Urovant Sciences GmbH, having a place of business at Viaduktstrasse 8, 4051 Basel, Switzerland (Urovant), and Kyorin Pharmaceutical Co., Ltd., having a place of business at 6, Kanda Surugadai 4-chome, Chiyoda-ku, Tokyo 101-8311, Japan (Kyorin).

360 Finance, Inc. – Framework Collaboration Agreement Between Beijing Qihu Technology Co., Ltd. And Shanghai Qiyu Information Technology Co., Ltd. (September 10th, 2018)

This Framework Collaboration Agreement (hereinafter referred to as this Agreement) is made on July 24, 2018 in the Peoples Republic of China (China, for the purposes of this Agreement, excluding Hong Kong SAR, Macao SAR and Taiwan Region) and entered into by and between:

Arvinas Holding Company, Llc – Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Double Asterisks Denote Omissions. AMENDED AND RESTATED OPTION, LICENSE, AND COLLABORATION AGREEMENT BETWEEN ARVINAS, INC. AND GENENTECH, INC. AND AS OF NOVEMBER 8, 2017 (August 30th, 2018)

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).

Moderna, Inc. – Amended and Restated Services and Collaboration Agreement by and Between ModernaTx, Inc., and AstraZeneca AB June 15, 2018 (August 30th, 2018)
Osmotica Pharmaceuticals Ltd – THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF a CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. LICENSE, SUPPLY, MARKETING, DISTRIBUTION AND COLLABORATION AGREEMENT by and Between UPSHER-SMITH LABORATORIES, INC. And ORION CORPORATION (August 22nd, 2018)

This License, Supply, Marketing, Distribution and Collaboration Agreement (hereinafter called the Agreement) is made and entered into as of November 24, 2003 (hereinafter Date of Agreement) by and between Orion Corporation, a company duly organized and existing under the laws of Finland and having its principal offices at Orionintie 1, (P.O. Box 65), 02200 Espoo, Finland (hereinafter Orion), and Upsher-Smith Laboratories, Inc., a company duly organized and existing under the laws of Minnesota and having its principal office at 6701 Evenstad Drive, Maple Grove, Minnesota, USA (hereinafter USL). Orion and USL may also be described individually as Party or collectively as Parties.

Oragenics, Inc. – Exclusive Channel Collaboration Agreement (August 13th, 2018)
Atara Biotherapeutics – Amended and Restated Research and Development Collaboration Agreement (August 1st, 2018)

This Amended and Restated Research and Development Collaboration Agreement ("Agreement"), entered into on 23 September, 2016 ("Execution Date"), and effective as of the Original Effective Date (as defined below), is made by and between Atara Biotherapeutics, Inc., having its principal offices at 611 Gateway Blvd #900, South San Francisco, CA 94080, ("Atara"), and the Council of the Queensland Institute of Medical Research, a not-for-profit Institute organized and existing under the laws of the State of Queensland having its principal offices at 300 Herston Rd, Herston QLD 4006, Australia ("Institute"). Each of Atara and Institute are referred to in this Agreement as a "Party", and collectively as the "Parties"

Urovant Sciences Ltd. – Collaboration Agreement (July 13th, 2018)

This Collaboration Agreement (this Agreement) dated August 24, 2017 (Effective Date), is by and between Urovant Sciences GmbH, having a place of business at Viaduktstrasse 8, 4051 Basel, Switzerland (Urovant), and Kyorin Pharmaceutical Co., Ltd., having a place of business at 6, Kanda Surugadai 4-chome, Chiyoda-ku, Tokyo 101-8311, Japan (Kyorin).

Denali Therapeutics Inc. – OPTION AND COLLABORATION AGREEMENT Between DENALI THERAPEUTICS INC. And TAKEDA PHARMACEUTICAL COMPANY LIMITED (July 13th, 2018)

This Option and Collaboration Agreement (the Agreement) is made and entered into effective as of January 3, 2018 (the Execution Date) by and between Denali Therapeutics, Inc., a Delaware corporation (Denali), and Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan (Takeda). Denali and Takeda are sometimes referred to herein individually as a Party and collectively as the Parties.

Urovant Sciences Ltd. – Collaboration Agreement (July 13th, 2018)

THIS COLLABORATION AGREEMENT (this Agreement) is made and entered into this 1st of June, 2018 (the Effective Date), by and between Urovant Sciences GmbH (Urovant), a Switzerland limited liability company with an address of 8 Viaduktstrasse, 4051 Basel, Switzerland, and Roivant Sciences GmbH (Roivant), a Switzerland limited liability company with an address of 8 Viaduktstrasse, 4051 Basel, Switzerland. Urovant and Roivant are sometimes referred to herein individually as a Party and collectively as the Parties.

Osmotica Pharmaceuticals Ltd – THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF a CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. LICENSE, SUPPLY, MARKETING, DISTRIBUTION AND COLLABORATION AGREEMENT by and Between UPSHER-SMITH LABORATORIES, INC. And ORION CORPORATION (July 13th, 2018)

This License, Supply, Marketing, Distribution and Collaboration Agreement (hereinafter called the Agreement) is made and entered into as of November 24, 2003 (hereinafter Date of Agreement) by and between Orion Corporation, a company duly organized and existing under the laws of Finland and having its principal offices at Orionintie 1, (P.O. Box 65), 02200 Espoo, Finland (hereinafter Orion), and Upsher-Smith Laboratories, Inc., a company duly organized and existing under the laws of Minnesota and having its principal office at 6701 Evenstad Drive, Maple Grove, Minnesota, USA (hereinafter USL). Orion and USL may also be described individually as Party or collectively as Parties.

Arvinas Holding Company, Llc – Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Double Asterisks Denote Omissions. AMENDED AND RESTATED OPTION, LICENSE, AND COLLABORATION AGREEMENT BETWEEN ARVINAS, INC. AND GENENTECH, INC. AND AS OF NOVEMBER 8, 2017 (June 22nd, 2018)

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).

Magenta Therapeutics, Inc. – BE THE MATCH BIOTHERAPIES(r) COLLABORATION AGREEMENT (May 24th, 2018)

This Collaboration Agreement (including all attachments hereto, this Agreement) is entered into and made effective November 10, 2017, by and between Be The Match BioTherapies (BTMB), a Minnesota nonprofit corporation, having its headquarters at 500 North 5th Street, Minneapolis, MN 55401, and Magenta Therapeutics, Inc., a Delaware corporation (Magenta), having a principal place of business at 50 Hampshire St, Cambridge, MA 02139 (each a Party and collectively the Parties).

Osmotica Pharmaceuticals Ltd – Second Amendment to the License, Supply., Marketing, Distribution and Collaboration Agreement (May 9th, 2018)

This Second Amendment effective as of June 30, 2004 (the Second Amendment), amends the License, Supply, Marketing, Distribution And Collaboration Agreement by and between Upsher-Smith Laboratories (USL) and Orion Corporation (Orion) effective as of November 24, 2003, as amended by the First Amendment (the First Amendment) dated effective May 20, 2004 (the License, Supply, Marketing, Distribution and Collaboration Agreement, as amended, being referred to as the Agreement).

Osmotica Pharmaceuticals Ltd – THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF a CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Fifth Amendment to the Licensing, Supply, Marketing, Distribution and Collaboration Agreement (May 9th, 2018)

This fifth amendment (the Fifth Amendment), effective as of the 1st day of January, 2018, amends the Licensing, Supply, Marketing, Distribution and Collaboration Agreement dated effective as of November 24, 2003 (the Agreement), as amended by the First Amendment dated May 20, 2004, the Second Amendment dated June 30, 2004, the Third Amendment dated May 20, 2010 and the Fourth Amendment dated August 1, 2013 (the Agreement and the amendments are collectively referred to as the Amended Agreement), by and between Upsher-Smith Laboratories, Inc. (USL), and Orion Corporation (Orion). The Amended Agreement was assigned to Vertical Pharmaceuticals, LLC (Vertical) by USL, effective as of March 24, 2014. Capitalized terms appearing in this Fifth Amendment not defined herein have the meaning given to them in the Amended Agreement.

Osmotica Pharmaceuticals Ltd – First Amendment to the License, Supply, Marketing, Distribution and Collaboration Agreement (May 9th, 2018)

This First Amendment effective as of May 20, 2004 (the First Amendment), amends the License, Supply, Marketing, Distribution And Collaboration Agreement by and between Upsher-Smith Laboratories (USL) and Orion Corporation (Orion) effective as of November 24, 2003 (the Agreement).

Osmotica Pharmaceuticals Ltd – THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF a CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Fourth Amendment to the Licensing, Supply, Marketing, Distribution and Collaboration Agreement (May 9th, 2018)

This fourth amendment (the Fourth Amendment), effective as of the 1st day of August, 2013, amends the Licensing, Supply, Marketing, Distribution and Collaboration Agreement dated effective as of November 24, 2003 (Agreement), as amended by the First Amendment dated May 20, 2004, the Second Amendment dated June 30, 2004, and Third Amendment dated May 20, 2010 (the Agreement, as amended, being the Amended Agreement), by and between Upsher-Smith Laboratories, Inc. (USL), and Orion Corporation (Orion). Capitalized terms appearing in this Fourth Amendment not defined herein have the meaning given to them in the Amended Agreement.

Osmotica Pharmaceuticals Ltd – THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF a CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Third Amendment to the License, Supply, Marketing, Distribution and Collaboration Agreement (May 9th, 2018)

This Third Amendment effective as of May 20, 2010 (the Third Amendment), amends the License, Supply, Marketing, Distribution and Collaboration Agreement by and between Upsher-Smith Laboratories, Inc. (USL) and Orion. Corporation (Orion) effective as of November 24, 2003, as amended by the First Amendment (the First Amendment) dated effective May 20, 2004, and the Second Amendment (the Second Amendment) dated effective June 30, 2004 (the License, Supply, Marketing, Distribution and Collaboration Agreement, as amended, being referred to as the Agreement). Capitalized terms appearing in this Third Amendment not defined herein have the meaning given to them in the Agreement.

Osmotica Pharmaceuticals Ltd – THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF a CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. LICENSE, SUPPLY, MARKETING, DISTRIBUTION AND COLLABORATION AGREEMENT by and Between UPSHER-SMITH LABORATORIES, INC. And ORION CORPORATION (May 9th, 2018)

This License, Supply, Marketing, Distribution and Collaboration Agreement (hereinafter called the Agreement) is made and entered into as of November 24, 2003 (hereinafter Date of Agreement) by and between Orion Corporation, a company duly organized and existing under the laws of Finland and having its principal offices at Orionintie 1, (P.O. Box 65), 02200 Espoo, Finland (hereinafter Orion), and Upsher-Smith Laboratories, Inc., a company duly organized and existing under the laws of Minnesota and having its principal office at 6701 Evenstad Drive, Maple Grove, Minnesota, USA (hereinafter USL). Orion and USL may also be described individually as Party or collectively as Parties.

AMENDMENT No. 2 TO THE COLLABORATION AGREEMENT (May 4th, 2018)

THIS AMENDMENT NO. 2 TO THE COLLABORATION AGREEMENT (this "Collaboration Amendment" or this "Agreement"), entered into as of January 6, 2018 (the "Execution Date"), is entered into by and between Alnylam Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware ("Alnylam") and Genzyme Corporation, a corporation organized and existing under the laws of the Commonwealth of Massachusetts ("Genzyme").

Marika – License & Collaboration Agreement by and Between Pieris Pharmacueticals Inc., Pieris Pharmaceuticals Gmbh & Pieris Australia Pty. Limited and Astrazeneca Ab (April 26th, 2018)
AMENDMENT No. 1 to the Collaboration Agreement Between Novartis Pharma AG and Amgen Inc. (April 25th, 2018)

This Amendment No. 1 ("Amendment") is entered into as of March 20, 2018 ("Amendment No. 1 Effective Date") by and between Novartis Pharma AG, a Swiss corporation having its principal place of business at Lichtstrasse 35, CH-4056 Basel, Switzerland ("Novartis"), and Amgen Inc., a Delaware corporation having its principal place of business at One Amgen Center Drive, Thousand Oaks, California 91320-1799, USA ("Amgen"). Novartis and Amgen are each referred to individually as a "Party" and together as the "Parties".