Development And License Agreement Sample Contracts

ImmunoGen, Inc. – Development and License Agreement (May 9th, 2018)

This Development and License Agreement (this "Agreement") is made effective as of the date of the last signature below (the "Effective Date") by and between Bayer HealthCare AG, a German corporation ("Bayer"), with its principal place of business at D-51369 Leverkusen, Germany, and ImmunoGen, Inc., a Massachusetts corporation ("ImmunoGen"), with its principal place of business at 830 Winter Street, Waltham, Massachusetts 02451, USA. Bayer and ImmunoGen are sometimes each hereinafter referred to individually as a "Party" and collectively as the "Parties".

Assignment and First Amendment to Development and License Agreement (May 4th, 2018)

This Assignment and First Amendment to Development and License Agreement (the "Amendment") is entered into as of the 20th day of March, 2018 (the "Effective Date") by and between Antares Pharma, Inc., a Delaware corporation, with offices located at 100 Princeton South, Suite 300, Ewing, NJ 08628 ("Antares"), AMAG Pharma USA, Inc. (f/k/a Lumara Health Inc.), a Delaware corporation ("AMAG USA"), and AMAG Pharmaceuticals, Inc., a Delaware corporation, with a corporate address at 1100 Winter Street, Waltham, MA 02451 ("AMAG") to amend the terms of that certain Development and License Agreement between Antares and AMAG USA, dated September 30, 2014 (the "Agreement"). Antares, AMAG USA and AMAG are sometimes referred to in this Amendment individually as a "Party" and collectively as the "Parties".

Zai Lab Ltd – Amendment to Collaboration, Development and License Agreement (April 30th, 2018)

THIS AMENDMENT TO COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENT (the "Amendment") is made and entered into as of February 26, 2018 by and among Tesaro, Inc., a Delaware corporation ("Tesaro Inc."), Tesaro Development Ltd., a Bermuda corporation ("TSRO Ltd." and together with Tesaro Inc., "Tesaro"), and Zai Lab (Shanghai) Co., Ltd., a limited liability company organized under the laws of the People's Republic of China ("Zai" and together with Tesaro, the "Parties").

Third Amendment to Development and License Agreement (April 26th, 2018)

THIS THIRD AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENT (the "Third Amendment") is entered into effective as of March 20, 2018, (the "Third Amendment Effective Date") between AMYLIN PHARMACEUTICALS, LLC, a Delaware limited liability corporation having a principal place of business at 9360 Towne Centre Drive, San Diego, CA 92121 ("Amylin"), and ALKERMES PHARMA IRELAND LIMITED, a private limited company incorporated in Ireland (registered number 448848) having a registered address at Connaught House, 1 Burlington Road, Dublin 4, Ireland ("APIL") who is the successor-in-interest to ALKERMES CONTROLLED THERAPEUTICS INC. II ("ACTII"). Amylin and APIL are referred to herein collectively as "Parties" and individually as a "Party".

Opko Health Inc – DEVELOPMENT AND LICENSE AGREEMENT BETWEEN EIRGEN PHARMA LIMITED AND JAPAN TOBACCO INC. October 12, 2017 (March 1st, 2018)

This Development and License Agreement (this "Agreement") is entered into and effective as of the 12th day of October, 2017 (the "Effective Date"), by and between EirGen Pharma Limited, an entity formed under the laws of Ireland with registered seat at Westside Business, Old Kilmeaden, Waterford, Ireland ("OPKO"), which is an indirect wholly-owned subsidiary of OPKO Health, Inc., a Delaware corporation, on the one hand, and Japan Tobacco Inc., a corporation formed under the laws of Japan with registered seat at JT Building, 2-1, Toranomon 2-chome, Minato-ku, Tokyo 105-8422, Japan ("Licensee"), on the other hand. OPKO and Licensee are each referred to herein by name or as a "Party" or, collectively, as "Parties."

Tesaro – Collaboration, Development and License Agreement (February 28th, 2018)

THIS AMENDMENT TO COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENT (the "Amendment") is made and entered into as of February 26, 2018 by and among TESARO, Inc., a Delaware corporation ("TESARO Inc."), TESARO Development Ltd., a Bermuda corporation ("TSRO Ltd." and together with TESARO Inc., "TESARO"), and Zai Lab (Shanghai) Co., Ltd., a limited liability company organized under the laws of the People's Republic of China ("Zai" and together with TESARO, the "Parties").

Infinity Pharmaceuticals – AMENDMENT No. 3 TO AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENT (November 7th, 2017)

This Amendment No. 3 to Amended and Restated Development and License Agreement ("Amendment No. 3") is made as of this 26th day of July, 2017 (the "Amendment No. 3 Effective Date") by and between Intellikine LLC, a limited liability company organized and existing under the laws of the State of Delaware and successor to Intellikine, Inc. ("Intellikine"), and Infinity Pharmaceuticals, Inc., a company organized and existing under the laws of the State of Delaware ("Infinity"). Intellikine and Infinity are each referred to individually as a "Party" and together as the "Parties".

Endocyte – Development and License Agreement (October 2nd, 2017)

This Development and License Agreement (this "Agreement") is entered into as of September 29, 2017 (the "Effective Date"), by and between Endocyte, Inc., a company organized under the laws of Delaware, US ("Endocyte"), and ABX advanced biochemical compounds - Biomedizinische Forschungsreagenzien GmbH, a company organized under the laws of Germany ("ABX"). Endocyte and ABX are referred to together as the "Parties." Capitalized terms used herein, to the extent not otherwise defined, have the meanings specified in Exhibit A.

Immunomedics, Inc. – Development and License Agreement (September 18th, 2017)

THIS DEVELOPMENT AND LICENSE AGREEMENT (the Agreement) is executed as of February 10, 2017 (the Execution Date), by and between IMMUNOMEDICS, INC., a Delaware corporation having its principal place of business at 300 The American Road, Morris Plains, New Jersey 07950 (Company), and SEATTLE GENETICS, INC., a Delaware corporation, having a place of business at 21823 30th Drive SE, Bothell, Washington 98021 (Licensee). Company and Licensee are sometimes referred to herein individually as a Party and collectively as the Parties.

Immunomedics, Inc. – Development and License Agreement (September 15th, 2017)

THIS DEVELOPMENT AND LICENSE AGREEMENT (the Agreement) is executed as of February 10, 2017 (the Execution Date), by and between IMMUNOMEDICS, INC., a Delaware corporation having its principal place of business at 300 The American Road, Morris Plains, New Jersey 07950 (Company), and SEATTLE GENETICS, INC., a Delaware corporation, having a place of business at 21823 30th Drive SE, Bothell, Washington 98021 (Licensee). Company and Licensee are sometimes referred to herein individually as a Party and collectively as the Parties.

Development and License Agreement (September 15th, 2017)

THIS DEVELOPMENT AND LICENSE AGREEMENT (the Agreement) is executed as of February 10, 2017 (the Execution Date), by and between IMMUNOMEDICS, INC., a Delaware corporation having its principal place of business at 300 The American Road, Morris Plains, New Jersey 07950 (Company), and SEATTLE GENETICS, INC., a Delaware corporation, having a place of business at 21823 30th Drive SE, Bothell, Washington 98021 (Licensee). Company and Licensee are sometimes referred to herein individually as a Party and collectively as the Parties.

Elite Pharmaceuticals, Inc. – Second Amendment to the Master Development and License Agreement for Products Between Elite Pharmaceuticals, Inc. And Sungen Pharma, Llc (August 9th, 2017)

This Amendment, dated as of July 24, 2017 (the "Amendment"), by and between SunGen Pharma, LLC, a limited liability company with its offices at 303C College Road East, Princeton, NJ 08540 ("SunGen"), and Elite Laboratories, Inc. (a subsidiary of Elite Pharmaceuticals, Inc.), a corporation organized under the laws of the State of Delaware, with offices at 165 Ludlow Avenue, Northvale, New Jersey ("Elite"), relating to that Master Development and License Agreement For Products dated August 24, 2016 and the First Amendment to the Master Development and License Agreement for Products both Between Elite Pharmaceuticals, Inc. and SunGen (together the "Agreement");

Elite Pharmaceuticals, Inc. – Master Development and License Agreement for Products Between Elite Pharmaceuticals, Inc. And Sungen (August 9th, 2017)

This DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement"), dated July 6, 2017 (the "Effective Date") between SunGen Pharma LLC, 303C College Road East, Princeton, NJ 08540, USA (SunGen) and Elite Laboratories, Inc. (a subsidiary of Elite Pharmaceuticals, Inc.), organized under the laws of the State of Delaware, with offices at 165 Ludlow Avenue, Northvale, New Jersey, USA ("Elite"); SunGen and Elite may sometimes hereinafter be referred to as a "Party" or collectively as the "Parties".

Elite Pharmaceuticals, Inc. – First Amendment to the Master Development and License Agreement for Products Between Elite Pharmaceuticals, Inc. And Sungen Pharma, Llc (August 9th, 2017)

This Amendment, dated as of December 1, 2016 (the "Amendment"), by and between SunGen Pharma, LLC, a limited liability company with its offices at 303C College Road East, Princeton, NJ 08540 ("SunGen"), and Elite Laboratories, Inc. (a subsidiary of Elite Pharmaceuticals, Inc.), a corporation organized under the laws of the State of Delaware, with offices at 165 Ludlow Avenue, Northvale, New Jersey ("Elite"), relating to that Master Development and License Agreement For Products Between Elite Pharmaceuticals, Inc. and SunGen dated August 24, 2016 (the "Agreement");

Antriabio Inc – Development and License Agreement (August 7th, 2017)

This Development and License Agreement (this "Agreement"), dated as of August 4, 2017 (the "Effective Date"), is by and between ActiveSite Pharmaceuticals, Inc., a Delaware corporation with its principal office located at 187 Magellan Avenue, San Francisco, California 94116 ("ActiveSite"), and AntriaBio, Inc., a Delaware corporation with its principal office located at 1450 Infinite Drive, Louisville, CO 80027 ("AntriaBio"), each a "Party" and collectively "Parties".

Minerva Neurosciences, Inc. – Amendment No. 1 to Co-Development and License Agreement (June 14th, 2017)

This AMENDMENT NO. 1 TO CO-DEVELOPMENT AND LICENSE AGREEMENT (this Amendment), dated as of June 13, 2017 (the Amendment Execution Date), is made by and between Janssen Pharmaceutica NV, a corporation organized and existing under the laws of Belgium (Janssen) and Minerva Neurosciences, Inc., a corporation organized under the laws of the State of Delaware (Minerva). Janssen and Minerva are sometimes referred to herein individually as a Party and collectively as the Parties.

Immunomedics, Inc. – Development and License Agreement (May 10th, 2017)

THIS DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement") is executed as of February 10, 2017 (the "Execution Date"), by and between Immunomedics, Inc., a Delaware corporation having its principal place of business at 300 The American Road, Morris Plains, New Jersey 07950 ("Company"), and Seattle Genetics, Inc., a Delaware corporation, having a place of business at 21823 30th Drive SE, Bothell, Washington 98021 ("Licensee"). Company and Licensee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

uniQure B.V. – Co-Development and License Agreement (May 9th, 2017)

This Co-Development and License Agreement (this Agreement) is entered into as of 29 April 2013 (the Effective Date), by and between uniQure Biopharma B.V., formerly known as Amsterdam Molecular Therapeutics (AMT) B.V., a Dutch corporation, with its offices at Meibergdreef 61, 1105 BA Amsterdam, The Netherlands (uniQure), and Chiesi Farmaceutici S.p.A., an Italian corporation, with its offices at Via Palermo, 26/A, 43122 Parma, Italy (Chiesi). uniQure and Chiesi are sometimes referred to herein individually as a Party and collectively as the Parties.

Immunomedics, Inc. – [LOGO] This Presentation, in Addition to Historical Information, May Contain Certain Forward-Looking Statements Made Pursuant to the Private Securities Litigation Reform Act of 1995. Such Statements, Including Statements Regarding Clinical Trials (Including the Funding Therefor, Anticipated Patient Enrollment, Trial Outcomes, Timing or Associated Costs), Regulatory Applications and Related Timelines, Out-Licensing Arrangements, Forecasts of Future Operating Results, Potential Collaborations, and Capital Raising Activities, Involve Significant Risks and Uncertainties and Actual Results Could Di (May 5th, 2017)
Development and License Agreement (May 1st, 2017)

THIS DEVELOPMENT AND LICENSE AGREEMENT (the Agreement) is executed as of February 10, 2017 (the Execution Date), by and between IMMUNOMEDICS, INC., a Delaware corporation having its principal place of business at 300 The American Road, Morris Plains, New Jersey 07950 (Company), and SEATTLE GENETICS, INC., a Delaware corporation, having a place of business at 21823 30th Drive SE, Bothell, Washington 98021 (Licensee). Company and Licensee are sometimes referred to herein individually as a Party and collectively as the Parties.

Biohaven Pharmaceutical Holding Co Ltd. – ZYDIS(r) DEVELOPMENT AND LICENSE AGREEMENT (Riluzole) (April 24th, 2017)

This Zydis(r) Development and License Agreement (Agreement) is made as of this 9th day of March, 2015 (Effective Date), by and between Biohaven Pharmaceutical Holding Company Ltd., a corporation duly formed under the laws of the British Virgin Islands (Client), and Catalent U.K. Swindon Zydis Limited, a company organized under the laws of Scotland (registered number SC070961), with a place of business at Frankland Road, Blagrove, Swindon, Wiltshire, UK SN5 8YG (Catalent) and Client are sometimes referred to in this Agreement as the Parties and individually as a Party.

Biohaven Pharmaceutical Holding Co Ltd. – ZYDIS(r) DEVELOPMENT AND LICENSE AGREEMENT (Riluzole) (April 7th, 2017)

This Zydis(r) Development and License Agreement (Agreement) is made as of this 9th day of March, 2015 (Effective Date), by and between Biohaven Pharmaceutical Holding Company Ltd., a corporation duly formed under the laws of the British Virgin Islands (Client), and Catalent U.K. Swindon Zydis Limited, a company organized under the laws of Scotland (registered number SC070961), with a place of business at Frankland Road, Blagrove, Swindon, Wiltshire, UK SN5 8YG (Catalent) and Client are sometimes referred to in this Agreement as the Parties and individually as a Party.

Biohaven Pharmaceutical Holding Co Ltd. – ZYDIS(r) DEVELOPMENT AND LICENSE AGREEMENT (Riluzole) (April 3rd, 2017)

This Zydis(r) Development and License Agreement (Agreement) is made as of this 9th day of March, 2015 (Effective Date), by and between Biohaven Pharmaceutical Holding Company Ltd., a corporation duly formed under the laws of the British Virgin Islands (Client), and Catalent U.K. Swindon Zydis Limited, a company organized under the laws of Scotland (registered number SC070961), with a place of business at Frankland Road, Blagrove, Swindon, Wiltshire, UK SN5 8YG (Catalent) and Client are sometimes referred to in this Agreement as the Parties and individually as a Party.

Tesaro – Collaboration, Development and License Agreement (March 22nd, 2017)

THIS COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement") is made and entered into as of September 28, 2016 (the "Effective Date"), by and between TESARO, Inc., a Delaware corporation with a place of business at 1000 Winter Street, Suite 3300, Waltham, Massachusetts, United States of America, 02451 ("TESARO Inc."), TESARO Development Ltd., a Bermuda corporation with a place of business at Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda ("TSRO Ltd.", and together with "TESARO Inc.", "TESARO") and Zai Lab (Shanghai) Co., Ltd. having its principal office at 1043 Halei Road, Building 8, Suite 502, Pudong, Shanghai, P.R. China, 201203 ("ZAI"). TESARO and ZAI are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

BioDelivery Sciences International, Inc. – Amended and Restated Clinical Development and License Agreement (March 16th, 2017)

THIS AMENDED AND RESTATED CLINICAL DEVELOPMENT AND LICENSE AGREEMENT dated as of November 2, 2016 (the Effective Date), among CDC V, LLC (CDC), a limited liability company organized under the laws of the State of Delaware, having a business address at 47 Hulfish Street, Suite 310, Princeton, NJ 08542, BioDelivery Sciences International, Inc. (BioDelivery), a corporation organized under the laws of the State of Delaware, having a business address at 4131 Parklake Avenue, Suite 225, Raleigh, North Carolina 27612, Arius Pharmaceuticals, Inc., a Delaware corporation and wholly-owned subsidiary of BioDelivery (Subsidiary), Arius Two, Inc., a Delaware corporation and wholly-owned subsidiary of BioDelivery (Arius Two; together with BioDelivery and Subsidiary, the Company), NB Athyrium LLC (Athyrium). CDC and Company are sometimes referred to herein individually as a Party and collectively as Parties.

Tesaro – Collaboration, Development and License Agreement (February 28th, 2017)

THIS COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement") is made and entered into as of September 28, 2016 (the "Effective Date"), by and between TESARO, Inc., a Delaware corporation with a place of business at 1000 Winter Street, Suite 3300, Waltham, Massachusetts, United States of America, 02451 ("TESARO Inc."), TESARO Development Ltd., a Bermuda corporation with a place of business at Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda ("TSRO Ltd.", and together with "TESARO Inc.", "TESARO") and Zai Lab (Shanghai) Co., Ltd. having its principal office at 1043 Halei Road, Building 8, Suite 502, Pudong, Shanghai, P.R. China, 201203 ("ZAI"). TESARO and ZAI are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

American Riding Tours Inc – Game Development and License Agreement (February 10th, 2017)

BETWEEN:HKA Digital Limited ("HKA"), a limited liability business company formed in the British Virgin Islands with offices at [Quijano Chambers, P.O. Box 3159, Road Town, Tortola, British Virgin Islands.];

Emisphere Technologies, Inc. – Amendment No. 4 to the Development and License Agreement (December 9th, 2016)

This Amendment No. 4 (Amendment No. 4), effective as of December 8, 2016 (the Amendment Effective Date), to the Development and License Agreement, executed on June 21, 2008 (the Original Agreement), as amended by the Amendment to the Development and License Agreement, effective as of November 13, 2008 (Amendment No. 1), Side Letter to the Development and License Agreement, dated March 9, 2009 (the Side Letter), Amendment No. 2 to the Development and License Agreement, effective as of April 26, 2013 (Amendment No. 2) and Amendment No. 3 to the Development and License Agreement, effective as of October 13, 2015 (Amendment No. 3 and, collectively with the Original Agreement, Amendment No. 1, the Side Letter and Amendment No. 2, the Agreement), is entered into by and among Emisphere Technologies, Inc., a Delaware corporation (Emisphere), NOVO NORDISK A/S (Novo Nordisk) and, solely for the express purposes set forth in this Amendment No. 4, MHR Capital Partners Master Account LP, a limited

Elite Pharmaceuticals, Inc. – Master Development and License Agreement for Products Between Elite Pharmaceuticals, Inc. And Sungen (November 9th, 2016)

This DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement"), dated August 24, 2016 (the "Effective Date") between SunGen Pharma LLC, CCIT Lab 124, 675 US Highway One, North Brunswick, NJ 08902, USA (SunGen) and Elite Laboratories, Inc. (a subsidiary of Elite Pharmaceuticals, Inc.), organized under the laws of the State of Delaware, with offices at 165 Ludlow Avenue, Northvale, New Jersey, USA ("Elite"); SunGen and Elite may sometimes hereinafter be referred to as a "Party" or collectively as the "Parties".

Infinity Pharmaceuticals – AMENDMENT No. 2 TO AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENT (November 9th, 2016)

This Amendment No. 2 to Amended and Restated Development and License Agreement (the "Amendment No. 2") is made as of this 27th day of September, 2016 (the "Amendment 2 Effective Date") by and between Intellikine LLC, a limited liability company organized and existing under the laws of the State of Delaware and successor to Intellikine, Inc. ("Intellikine"), and Infinity Pharmaceuticals, Inc., a company organized and existing under the laws of the State of Delaware ("Infinity"). Intellikine and Infinity are each referred to individually as a "Party" and together as the "Parties".

Tesaro – Collaboration, Development and License Agreement (November 4th, 2016)

THIS COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement") is made and entered into as of September 28, 2016 (the "Effective Date"), by and between TESARO, Inc., a Delaware corporation with a place of business at 1000 Winter Street, Suite 3300, Waltham, Massachusetts, United States of America, 02451 ("TESARO Inc."), TESARO Development Ltd., a Bermuda corporation with a place of business at Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda ("TSRO Ltd.", and together with "TESARO Inc.", "TESARO") and Zai Lab (Shanghai) Co., Ltd. having its principal office at 1043 Halei Road, Building 8, Suite 502, Pudong, Shanghai, P.R. China, 201203 ("ZAI"). TESARO and ZAI are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

ImmunoGen, Inc. – Collaborative Development and License Agreement (November 4th, 2016)

This COLLABORATIVE DEVELOPMENT AND LICENSE AGREEMENT (this "Agreement") is entered into as of July 7, 2006 (the "Effective Date"), by and between ImmunoGen, Inc., a Massachusetts corporation with its principal place of business at 128 Sidney Street, Cambridge, Massachusetts, USA 02139 ("ImmunoGen") and Biotest AG, a corporation organized under the laws of Germany having an address of Landsteinerstrasse 5, D-63303 Dreieich, Germany ("Biotest"). Each of Biotest and ImmunoGen is sometimes referred to individually herein as a "Party" and collectively as the "Parties."

Opko Health Inc – Development and License Agreement (August 8th, 2016)

This Development and License Agreement (this "Agreement") is entered into and effective as of the 8th day of May, 2016 (the "Effective Date"), by and between EirGen Pharma Limited, an entity formed under the laws of Ireland with registered seat at Westside Business, Old Kilmeaden, Waterford, Ireland ("OPKO"), and Vifor Fresenius Medical Care Renal Pharma Ltd, a corporation formed under the laws of Switzerland with registered seat at Rechenstrasse 37, 9014 St. Gallen, Switzerland ("VF"), for the development and marketing of OPKO's Product in the Territory (as such terms are defined below).

Isis Pharmaceuticals, Inc. – Amendment #6 to Research, Development and License Agreement (June 10th, 2016)

This AMENDMENT #6 TO THE RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT (this "Amendment No. 6") is entered into and made effective as of the 2nd day of September, 2015 (the "Amendment No. 6 Date") by and between Isis Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at 2855 Gazelle Court, Carlsbad, CA 92010 ("Isis"), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at 980 Great West Road, Brentford, London TW8 9GS, United Kingdom ("GGL"), and Glaxosmithkline intellectual property development limited, a company existing under the laws of England and Wales, having its registered office at 980 Great West Road, Brentford London TW8 9GS, United Kingdom ("GSK IPDL"). GGL and GSK IPDL are referred to together as ("GSK"). Isis and GSK are each referred to herein by name or as a "Party" or, collectively, as "Parties."

Isis Pharmaceuticals, Inc. – Amendment #7 to the Research, Development and License Agreement (May 5th, 2016)

This AMENDMENT #7 TO THE RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT (this "Amendment No. 7") is entered into and made effective as of the 4th day of March, 2016 (the "Amendment No. 7 Effective Date") by and between Ionis Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at 2855 Gazelle Court, Carlsbad, CA 92010 (formerly, "Isis Pharmaceuticals, Inc.") ("Ionis"), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at 980 Great West Road, Brentford London TW8 9GS, United Kingdom ("GGL"), and Glaxosmithkline intellectual property development limited, a company existing under the laws of England and Wales, having its registered office at 980 Great West Road, Brentford London TW8 9GS, United Kingdom ("GSK IPDL"). GGL and GSK IPDL are referred to together as "GSK". Ionis and GSK are each referred to herein by name or as a "Party" or, collectively, as "Parties."