Commercialization Uses in DEFINITIONS Clause

DEFINITIONS from Collaboration and License Agreement

THIS COLLABORATION AND LICENSE AGREEMENT (the Agreement) is entered into as of December 20, 2016 (the Execution Date), by and between Incyte Corporation, a Delaware corporation having an office at 1801 Augustine Cut-off, Wilmington, DE 19803, United States of America (Incyte), and Merus N.V., a company incorporated in the Netherlands, having an office at Yalelaan 62, 3584 CM Utrecht, The Netherlands (Merus).

DEFINITIONS. When used in this Agreement, each of the following terms shall have the meanings set forth in this ARTICLE I: 1.1 Accounting Standards means (a) with respect to Incyte, that Incyte shall maintain records and books of accounts in accordance with (i) US GAAP (United States Generally Accepted Accounting Principles) or (ii) if mandated by the SEC, IFRS (International Financial Reporting Standards) and (b) with respect to Merus, that Merus shall maintain records and books of accounts in accordance with IFRS. Notwithstanding the above, prior period restatements needed in conjunction with the IFRS adoption shall not impact royalty payments, milestone payments and Development Costs already paid prior to the IFRS adoption except for the fiscal year immediately prior to the fiscal year in which the change in accounting standards is implemented. 1.2 Additional Co-Development Product means a Novel Program Product arising from an Additional Co-Development Program. 1.3 Additional Co-Development Program means a Novel Program for which the Additional Co-Development Option has been timely exercised pursuant to Section 5.5(a). 1.4 Affiliate means, with respect to any Person, another Person which controls, is controlled by or is under common control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Without limiting the generality of the foregoing, a [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Person shall be deemed to control another Person if any of the following conditions is met: (i) in the case of corporate entities, direct or indirect ownership of more than [**] of the stock or shares having the right to vote for the election of directors, and (b) in the case of non-corporate entities, direct or indirect ownership of more than [**] of the equity interest with the power to direct the management and policies of such non-corporate entities. For the purposes of this Agreement, in no event shall Incyte or any of its Affiliates be deemed Affiliates of Merus or any of its Affiliates, nor shall the Merus or any of its Affiliates be deemed Affiliates of Incyte or any of its Affiliates. 1.5 Allowable Expenses means, subject to the other provisions of this Agreement, the following expenses to the extent specifically identifiable or reasonably allocable to, as applicable, (i) the [**] Co-Development Product, if any, or (ii) an Additional Co-Development Product, if any, with respect to Commercialization in the United States, or the manufacture for use in such Commercialization activities, by or on behalf of Incyte, or with respect to co-Detailing activities for the [**] Co-Detailing Product, Merus, and their respective Affiliates, or, where such Commercialization rights have been sublicensed by Incyte to a Third Party, such sublicensee:

DEFINITIONS from License Development and Commercialization

This Amended and Restated License, Development and Commercialization Agreement (this Agreement), dated as of March 22, 2017 (the Effective Date), is made by and between Eli Lilly and Company, an Indiana corporation (Lilly), and Ignyta, Inc., a Delaware corporation (Licensee). Lilly and Licensee are sometimes referred to herein individually as a Party and collectively as the Parties.

DEFINITIONS. As used in this Agreement, the following initially capitalized terms shall have the meanings set forth in this ARTICLE 1 or as otherwise defined elsewhere in this Agreement: 1.1 Affiliate means any entity directly or indirectly controlled by, controlling, or under common control with, a Person, but only for so long as such control shall continue. For purposes of this definition, control (including, with correlative meanings, controlled by, controlling and under common control with) means (a) possession, direct or indirect, of the power to direct or cause direction of the management or policies of an entity (whether through ownership of securities or other ownership interests, by contract or otherwise), or (b) beneficial ownership of more than fifty percent (50%) (or the maximum ownership interest permitted by Applicable Law) of the voting securities or other ownership or general partnership interest (whether directly or pursuant to any option, warrant or other similar arrangement) or other comparable equity interests of an entity; provided, however, that where an entity owns a majority of the voting power necessary to elect a majority of the board of directors or other governing board of another entity, but is restricted from electing such majority by contract or otherwise, such entity shall not be considered to be in control of such other entity until such time as such restrictions are no longer in effect. 1.2 Analytical Release Testing and Characterization means all activities associated with carrying out the analytical testing and release of the Product. Such activities shall include: transferring test methods, developing and validating new analytical tests required, amending the release specifications to be in compliance with local Applicable Law, conducting the release testing of the Product and final release of the Product (including raw materials, intermediates, drug substance, and drug product). 1.3 Anti-Corruption Laws means the U.S. Foreign Corrupt Practices Act, as amended, the UK Bribery Act 2010, as amended, as well as Applicable Law related to the prevention of fraud, racketeering, money laundering or terrorism. 1.4 Applicable Law means any applicable United States federal, state or local or foreign or multinational law, statute, standard, ordinance, code, rule, regulation, resolution or promulgation, or any order, writ, judgment, injunction, decree, stipulation, ruling, determination or award entered by or with any Governmental Authority, or any license, franchise, permit or similar right granted under any of the foregoing, or any similar provision having the force or effect of law. For the avoidance of doubt, any specific references to any Applicable Law or any portion thereof, shall be deemed to include all then-current amendments thereto or any replacement or successor law, statute, standard, ordinance, code, rule, regulation, resolution, order, writ, judgment, injunction, decree, stipulation, ruling, or determination thereto. 1.5 [***] Agreement means that certain agreement entered into between Lilly and [***] on [***]. 1.6 Business Day means a day other than a Saturday, Sunday, or bank or other public holiday in San Diego, California or Indianapolis, Indiana, United States. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 1.7 Calendar Quarter means each three (3) month period commencing January 1, April 1, July 1 or October 1 of any year; provided, however, that (a) the first Calendar Quarter of the Term shall extend from the Original Effective Date to the end of the first full Calendar Quarter thereafter, and (b) the last Calendar Quarter of the Term shall end upon the expiration or termination of this Agreement. 1.8 Calendar Year means the period beginning on the 1st of January and ending on the 31st of December of the same year; provided, however, that (a) the first Calendar Year of the Term shall commence on the Original Effective Date and end on December 31 of the same year and (b) the last Calendar Year of the Term shall commence on January 1 of the Calendar Year in which this Agreement terminates or expires and end on the date of termination or expiration of this Agreement. 1.9 Change of Control means, with respect to a Party, (a) the sale or disposition to a Third Party of substantially all of the assets of such Party to which the subject matter of this Agreement relates other than in conjunction with any of the transactions described in clauses (b) through (d) of this Section 1.9 (a Program Sale), (b) the acquisition by a Third Party which constitutes one person, as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, together with any of such persons affiliates or associates, as such terms are defined in the Securities Exchange Act of 1934, other than an employee benefit plan (or related trust) sponsored or ma

DEFINITIONS from Collaboration and License Agreement

THIS COLLABORATION AND LICENSE AGREEMENT (the Agreement) is entered into as of December 20, 2016 (the Execution Date), by and between Incyte Corporation, a Delaware corporation having an office at 1801 Augustine Cut-off, Wilmington, DE 19803, United States of America (Incyte), and Merus N.V., a company incorporated in the Netherlands, having an office at Yalelaan 62, 3584 CM Utrecht, The Netherlands (Merus).

DEFINITIONS. When used in this Agreement, each of the following terms shall have the meanings set forth in this ARTICLE I: 1.1 Accounting Standards means (a) with respect to Incyte, that Incyte shall maintain records and books of accounts in accordance with (i) US GAAP (United States Generally Accepted Accounting Principles) or (ii) if mandated by the SEC, IFRS (International Financial Reporting Standards) and (b) with respect to Merus, that Merus shall maintain records and books of accounts in accordance with IFRS. Notwithstanding the above, prior period restatements needed in conjunction with the IFRS adoption shall not impact royalty payments, milestone payments and Development Costs already paid prior to the IFRS adoption except for the fiscal year immediately prior to the fiscal year in which the change in accounting standards is implemented. 1.2 Additional Co-Development Product means a Novel Program Product arising from an Additional Co-Development Program. 1.3 Additional Co-Development Program means a Novel Program for which the Additional Co-Development Option has been timely exercised pursuant to Section 5.5(a). 1.4 Affiliate means, with respect to any Person, another Person which controls, is controlled by or is under common control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested Under 17 C.F.R.SSSS 200.80(b)(4) and 240-24b-2 voting securities, by contract or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if any of the following conditions is met: (i) in the case of corporate entities, direct or indirect ownership of more than [*] of the stock or shares having the right to vote for the election of directors, and (b) in the case of non-corporate entities, direct or indirect ownership of more than [*] of the equity interest with the power to direct the management and policies of such non-corporate entities. For the purposes of this Agreement, in no event shall Incyte or any of its Affiliates be deemed Affiliates of Merus or any of its Affiliates, nor shall the Merus or any of its Affiliates be deemed Affiliates of Incyte or any of its Affiliates. 1.5 Allowable Expenses means, subject to the other provisions of this Agreement, the following expenses to the extent specifically identifiable or reasonably allocable to, as applicable, (i) the [*] Co-Development Product, if any, or (ii) an Additional Co-Development Product, if any, with respect to Commercialization in the United States, or the manufacture for use in such Commercialization activities, by or on behalf of Incyte, or with respect to co-Detailing activities for the [*] Co-Detailing Product, Merus, and their respective Affiliates, or, where such Commercialization rights have been sublicensed by Incyte to a Third Party, such sublicensee:

DEFINITIONS from License and Collaboration Agreement

This License and Collaboration Agreement (this Agreement) is made effective as of January 6, 2017 (the Effective Date) by and between Takeda Pharmaceutical Company Limited, a company incorporated under the laws of Japan having its principal place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (Takeda) and Ovid Therapeutics Inc., a company incorporated under the laws of the State of Delaware having its principal place of business at 1460 Broadway, New York, NY 10036, U.S.A. (Ovid). Ovid and Takeda are sometimes referred to herein individually as a Party and collectively as the Parties.

DEFINITIONS. 1.1 Accounting Standards means (a) with respect to Ovid, GAAP, consistently applied by Ovid, and (b) with respect to Takeda, IFRS, consistently applied by Takeda. 1.2 Acquisition means, with respect to a Party: (a) either (x) any Third Party or group acting in concert acquires the voting securities of such Party, or (y) the percentage ownership of a Third Party or group acting in concert in the voting securities of such Party is increased through stock redemption, cancellation or other recapitalization, and, in either case ((x) or (y)) immediately after such acquisition or increase, such Third Party or group is directly or indirectly the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of, voting securities representing more than fifty percent (50%) of the total voting power of all of the then-outstanding voting securities of such Party; (b) the consummation of a merger, consolidation, recapitalization, or reorganization of such Party or an Affiliate of such Party, that would result in stockholders or equity holders of such Party, or an [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Affiliate of such Party, immediately prior to such transaction owning less than fifty percent (50%) of the outstanding securities of the surviving entity (or its direct or indirect parent entity) immediately following such transaction; (c) the stockholders or equity holders of such Party approve a plan of complete liquidation of such Party, or an agreement for the sale or disposition by such Party of all or substantially all of such Partys assets, other than pursuant to the transaction as described above or to an Affiliate; or (d) the sale or other transfer to a Third Party of all or substantially all of such Partys assets that relate to this Agreement or the Field; provided that neither of the following shall constitute an Acquisition: (i) a transaction or series of transactions in which a majority of the Board of Directors of such Party and a majority of the management of such Party remain at the company following the transaction or series of transactions; or (ii) a public offering of equity securities of such Party or any Affiliate of such Party pursuant to an effective registration statement under the Securities Act of 1933. 1.3 Additional Indication has the meaning set forth in Section 4.9. 1.4 Additional Indication Development Expenses has the meaning set forth in Section 8.4(a). 1.5 Additional Indication Opt-Out means an Opt-Out by a Party pursuant to Section 8.4. 1.6 Affiliate means, with respect to a particular Party, a person, corporation, partnership, or other entity that controls, is controlled by or is under common control with such Party. For the purposes of this definition, the word control (including, with correlative meaning, the terms controlled by or under the common control with) means the actual power, either directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity, whether by the ownership of fifty percent (50%) or more of the voting stock of such entity, or by contract or otherwise. For clarity, once a Person ceases to be an Affiliate of a Party, then, without any further action, such Person shall cease to have any rights, including license and sublicense rights, under this Agreement by reason of being an Affiliate of such Party. 1.7 Agreement has the meaning set forth in the preamble. 1.8 Alliance Manager means the employee appointed by each Party to coordinate and facilitate the communication, interaction and cooperation of the Parties pursuant to this Agreement. 1.9 Ancillary Agreement means the Stock Purchase Agreement, the Quality Agreement, the PVA and the Commercial Supply Agreement. 1.10 API means unformulated Compound in bulk form. 1.11 Applicable Laws means all applicable statutes, ordinances, regulations, rules, or orders of any kind whatsoever of any Governmental Authority, including the Federal Food, Drug and Cosmetic Act, (21 U.S.C. SS 301 et seq.) (the FFDCA), U.S. Patent Act (35 U.S.C. SS 1 et seq.), [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Federal Civil False Claims Act (31 U.S.C. SS 3729 et seq.), the Anti-Kickback Statute (42 U.S.C. SS 1320a-7b et seq.) (and all applicable statutory exceptions and safe harbors), the Physician Payment Sunshine Act (42 U.S.C. SS 1320a-7h), and the Foreign Corrupt Practices Act of 1977 (15 U.S.C. SSSS 78dd-1, et seq.), all as amended from time to time, together with any rules, regulations, and compliance guidance promulgated thereunder. 1.12 Back-U

DEFINITIONS from License and Collaboration Agreement

This License and Collaboration Agreement (this Agreement) is made effective as of January 6, 2017 (the Effective Date) by and between Takeda Pharmaceutical Company Limited, a company incorporated under the laws of Japan having its principal place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (Takeda) and Ovid Therapeutics Inc., a company incorporated under the laws of the State of Delaware having its principal place of business at 1460 Broadway, New York, NY 10036, U.S.A. (Ovid). Ovid and Takeda are sometimes referred to herein individually as a Party and collectively as the Parties.

DEFINITIONS. 1.1 Accounting Standards means (a) with respect to Ovid, GAAP, consistently applied by Ovid, and (b) with respect to Takeda, IFRS, consistently applied by Takeda. 1.2 Acquisition means, with respect to a Party: (a) either (x) any Third Party or group acting in concert acquires the voting securities of such Party, or (y) the percentage ownership of a Third Party or group acting in concert in the voting securities of such Party is increased through stock redemption, cancellation or other recapitalization, and, in either case ((x) or (y)) immediately after such acquisition or increase, such Third Party or group is directly or indirectly the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of, voting securities representing more than fifty percent (50%) of the total voting power of all of the then-outstanding voting securities of such Party; (b) the consummation of a merger, consolidation, recapitalization, or reorganization of such Party or an Affiliate of such Party, that would result in stockholders or equity holders of such Party, or an [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Affiliate of such Party, immediately prior to such transaction owning less than fifty percent (50%) of the outstanding securities of the surviving entity (or its direct or indirect parent entity) immediately following such transaction; (c) the stockholders or equity holders of such Party approve a plan of complete liquidation of such Party, or an agreement for the sale or disposition by such Party of all or substantially all of such Partys assets, other than pursuant to the transaction as described above or to an Affiliate; or (d) the sale or other transfer to a Third Party of all or substantially all of such Partys assets that relate to this Agreement or the Field; provided that neither of the following shall constitute an Acquisition: (i) a transaction or series of transactions in which a majority of the Board of Directors of such Party and a majority of the management of such Party remain at the company following the transaction or series of transactions; or (ii) a public offering of equity securities of such Party or any Affiliate of such Party pursuant to an effective registration statement under the Securities Act of 1933. 1.3 Additional Indication has the meaning set forth in Section 4.9. 1.4 Additional Indication Development Expenses has the meaning set forth in Section 8.4(a). 1.5 Additional Indication Opt-Out means an Opt-Out by a Party pursuant to Section 8.4. 1.6 Affiliate means, with respect to a particular Party, a person, corporation, partnership, or other entity that controls, is controlled by or is under common control with such Party. For the purposes of this definition, the word control (including, with correlative meaning, the terms controlled by or under the common control with) means the actual power, either directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity, whether by the ownership of fifty percent (50%) or more of the voting stock of such entity, or by contract or otherwise. For clarity, once a Person ceases to be an Affiliate of a Party, then, without any further action, such Person shall cease to have any rights, including license and sublicense rights, under this Agreement by reason of being an Affiliate of such Party. 1.7 Agreement has the meaning set forth in the preamble. 1.8 Alliance Manager means the employee appointed by each Party to coordinate and facilitate the communication, interaction and cooperation of the Parties pursuant to this Agreement. 1.9 Ancillary Agreement means the Stock Purchase Agreement, the Quality Agreement, the PVA and the Commercial Supply Agreement. 1.10 API means unformulated Compound in bulk form. 1.11 Applicable Laws means all applicable statutes, ordinances, regulations, rules, or orders of any kind whatsoever of any Governmental Authority, including the Federal Food, Drug and Cosmetic Act, (21 U.S.C. SS 301 et seq.) (the FFDCA), U.S. Patent Act (35 U.S.C. SS 1 et seq.), [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Federal Civil False Claims Act (31 U.S.C. SS 3729 et seq.), the Anti-Kickback Statute (42 U.S.C. SS 1320a-7b et seq.) (and all applicable statutory exceptions and safe harbors), the Physician Payment Sunshine Act (42 U.S.C. SS 1320a-7h), and the Foreign Corrupt Practices Act of 1977 (15 U.S.C. SSSS 78dd-1, et seq.), all as amended from time to time, together with any rules, regulations, and compliance guidance promulgated thereunder. 1.12 Back-U

DEFINITIONS from License and Supply Agreement

THIS LICENSE AND SUPPLY AGREEMENT (this "Agreement"), dated as of March 4, 2008 (the "Execution Date"), by and among NOVARTIS, AG, a Swiss corporation having a principal place of business in Basel, Switzerland ("NOVARTIS AG"), NOVARTIS CONSUMER HEALTH, INC., a Delaware corporation having a principal place of business at 200 Kimball Drive, Parsippany, New Jersey 07054 ("NOVARTIS," and collectively with NOVARTIS AG, the "NOVARTIS Parties") and ENDO PHARMACEUTICALS INC., a Delaware corporation having a principal place of business at 100 Endo Drive, Chadds Ford, Pennsylvania 19317 ("ENDO"). Each of NOVARTIS and ENDO is referred to herein individually as a "Party" and collectively as the "Parties."

DEFINITIONS. Capitalized terms used in this Agreement, whether used in the singular or plural, except as otherwise expressly set forth herein, shall have the meanings set forth below:1.1"A&P Expenses" shall mean, to the extent incurred, recorded and executed in connection with the Accounting Standards, Out-of-Pocket Costs for the following items, to the extent incurred in connection with advertising and promotion of the Licensed Product in accordance with this Agreement:(a)professional advertising (including agency fees); (b)consumer advertising (including agency fees); (c)Detail aids, leave-behinds and similar materials;(d)materials and programs for training of the Sales Force, including Launch meetings and annual sales meetings, Promotional Materials, telemarketing, symposia, conventions, Managed Markets initiatives, market research (not to exceed ten percent (10%) of total A&P Expenses in respect to any Agreement Year), speaker and activity programs including medical meetings, exhibits, and direct mail, internet and other non-personal promotion; and(e)samples and sample alternatives of the Licensed Product and costs relating to storage and distribution of samples to Sales Representatives.Notwithstanding the foregoing, in no event will any of the following constitute A&P Expenses: Field Force Expenses; Managed Markets, MSL or other personnel costs; costs of clinical studies; or distribution costs.1.2"Accounting Standards" with respect to a Person shall mean that such Person shall maintain records and books of accounts in accordance with U.S. Generally Accepted Accounting Principles; provided, that with respect to NOVARTIS AG or any non-U.S. Affiliate of NOVARTIS, Accounting Standards shall mean that it shall maintain records and books of accounts in accordance with IFRS (International Financial Reporting Standards).1.3"Act" shall mean the U.S. Food, Drug and Cosmetic Act, as amended from time to time (21 U.S.C. SS 301 et seq.), together with any rules and regulations promulgated thereunder.1.4"Actual Royalties" shall have the meaning set forth in Section 7.2(c).1.5"Adverse Event" shall mean any untoward medical occurrence in a patient, consumer or clinical investigation subject associated with the use of the Licensed Product that does not necessarily have a causal relationship with this treatment. An Adverse Event can therefore be any unfavorable and unintended sign (including an abnormal laboratory finding), symptom, or disease temporally associated with the use of Licensed Product, whether or not related to Licensed Product. In addition, all cases of apparent drug-drug interaction, pregnancy (with or without outcome), exposure during breastfeeding, paternal exposure, lack of efficacy, overdose, drug abuse and misuse, drug maladministration or accidental exposure and dispensing errors are collected and databased even if no Adverse Event has been reported.1.6"Affiliate" shall mean any Person who directly or indirectly controls or is controlled by or is under common control with a Party. For purposes of this definition, "control" or "controlled" shall mean ownership directly or through one or more Affiliates, of more than fifty percent (50%) of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or more than fifty percent (50%) of the equity interests in the case of any other type of legal entity, status as a general partner in any partnership, or any other arrangement whereby a Party controls or has the right to control the Board of Directors or equivalent governing body of a corporation or other entity, or the ability to cause the direction of the management or policies of a corporation or other entity.1.7"Agreement" shall have the meaning set forth in the introductory paragraph.1.8"Agreement Quarter" shall mean, with respect to the first Agreement Quarter, the period beginning on the Effective Date and ending on the last day of the first full calendar quarter following the Effective Date, and each calendar quarter thereafter. For the purpose of clarity, the term "calendar quarter" refers to each three-month quarter in a calendar year (i.e., January through March, April through June, July through September and October through December).1.9"Agreement Semester" shall mean each six (6) month period in an Agreement Year, with the first Agreement Semester consisting of the first two (2) Agreement Quarters of the Agreement Year and the second Agreement Semester consisting of the third (3rd) and fourth (4th) Agreement Quarters of the Agreement Year. Notwithstanding the foregoing, the first Agreement Semester shall commence on the Effective Date and end on December 31, 2008. 1.10"Agreement Year" shall mean, with respect to the first Agreement Year, the period beginning on the Effective Date and ending on June 30, 2009, and with respect to each Agreement Year thereafter, the 12-month period ending on each anniversary of June 30, 2009 during the Term of this Agreement. 1.11"Allianc

Definitions from Asset Transfer Agreement

THIS ASSET TRANSFER AGREEMENT, dated as of January 19, 2015 (together with all Schedules and Exhibits attached hereto, this "Agreement"), is made by and between Novartis Pharma AG, a Swiss corporation ("Novartis"), and Array BioPharma Inc., a Delaware corporation ("Array").

Definitions. As used herein, the following terms have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. When used herein, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of a majority of the equity interests or the power to elect a majority of the board of directors (or Persons performing similar functions) of such Person, whether through the ownership of voting securities, status as a general partner, by contract or otherwise. The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage shall be substituted in the preceding sentence; provided, that such foreign investor has the power to direct the management and policies of such entity. "Agreement" has the meaning set forth in the preamble."Alliance Agreement" has the meaning set forth in Section 2.1. "Ancillary Agreements" means, collectively, the Bill of Sale, the Assumption Agreement, the Patent Assignment Agreement, the Cross License Agreement, the Transition Agreement, the Supply Agreement, the Standalone Clinical Trial Agreement, the Other Clinical Trial Agreement, the Columbus Trial Agreement, the Three-Way Clinical Trial Agreement and, except for purposes of Section 3.7 and Section 3.9, the Divestiture Commitment Agreement."Antitrust Laws" means any Applicable Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition. "Applicable Laws" means any law, judgment, order, decree, statute, ordinance, rule or regulation issued or promulgated by any Governmental Entity."Array" has the meaning set forth in the preamble."Assumed Liabilities" has the meaning set forth in Section 3.4(a)."Assumption Agreement" means an assumption agreement, to be executed and delivered by Array and Novartis on the Effective Date, substantially in the form mutually agreed upon by the Parties. [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. "Bill of Sale" means a bill of sale and assignment to be executed and delivered by Array and Novartis on the Effective Date, substantially in the form mutually agreed upon by the Parties. "Binimetinib" means the compound known as MEK162."Binimetinib Termination Agreement" has the meaning set forth in the recitals. "BRAF Inhibitor" means a compound that directly binds to BRAF and inhibits the activity of BRAF (i.e., inhibits the phosphorylation of ERK). For the avoidance of doubt, this shall not include a compound that is [*] "Business Day" means a day (other than a Saturday, Sunday or a public holiday) on which banks are open for business in Basel, Switzerland, and New York, NY, USA.[*] "Clinical Trial Agreements" means the Columbus Trial Agreement, the Standalone Clinical Trial Agreement, the Three-Way Clinical Trial Agreement and the Other Clinical Trial Agreement."Columbus Trial" has the meaning set forth in the Columbus Trial Agreement."Columbus Trial Agreement" means the Amended and Restated Columbus Trial Agreement, to be executed and delivered by Array and Novartis on the Effective Date, substantially in the form mutually agreed upon by the Parties."Commercialization" or "Commercialize" means to pursue Regulatory Approvals, market, promote, distribute, import, export, offer to sell and/or sell a product and/or conduct related commercialization activities, including activities relating to pursuit of Regulatory Approvals, marketing, promoting, distributing, importing, exporting, offering for sale or selling such product."Competing Product" means any product (other than any product containing Encorafenib) that includes as an active pharmaceutical ingredient an agent that is a BRAF Inhibitor."Conditional License Agreement" means the conditional license agreement, to be executed and delivered by Array and Novartis on the Effective Date, substantially in the form mutually agreed upon by the Parties."Confidentiality Agreement" means the Confidentiality Agreement as of January 13, 2015, by and between Novartis International AG and Array. "Confidential Information" means all confidential or proprietary information of a Party or any of its Affiliates, and any data of a financial, commercial or technical nature which such Pa

Definitions from Asset Transfer Agreement

THIS TERMINATION AND ASSET TRANSFER AGREEMENT, dated as of November 26, 2014 (together with all Schedules and Exhibits attached hereto, this "Agreement"), is made by and among Novartis Pharma AG, a Swiss corporation ("Novartis"), Novartis International Pharmaceutical Ltd., a corporation organized and existing under the laws of Bermuda, for purposes of Articles II, Section 4.1, Section 5.1(d) and Article X only ("NIP"), and Array BioPharma Inc., a Delaware corporation ("Array").

Definitions. As used herein, the following terms have the meanings set forth below:"Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. When used herein, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of a majority of the equity interests or the power to elect a majority of the board of directors (or Persons performing similar functions) of such Person, whether through the ownership of voting securities, status as a general partner, by contract or otherwise. The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage shall be substituted in the preceding sentence; provided that such foreign investor has the power to direct the management and policies of such entity. "Agreement" has the meaning set forth in the preamble."Array" has the meaning set forth in the preamble."Array Compounds" means (a) Binimetinib; (b) the compound known as ARRY-300; and (c) any other compound licensed to Novartis under the Existing License Agreement. "Array Compounds Information" has the meaning set forth in Section 7.4(e).[***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information."Ancillary Agreements" means, collectively, the Bill of Sale, the Assumption Agreement, the Patent Assignment Agreement, the Cross License Agreement, the License Agreement, the Transition Agreement, the Supply Agreement, the Standalone Clinical Trial Agreement, the Other Clinical Trial Agreement and except for purposes of Sections 3.8 and 3.10, the Columbus Trial Agreement and the Three-Way Clinical Trial Agreement. "Antitrust Laws" means any Applicable Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition. "Applicable Laws" means any law, judgment, order, decree, statute, ordinance, rule or regulation issued or promulgated by any Governmental Entity."Assumed Liabilities" has the meaning set forth in Section 3.4(a)."Assumption Agreement" means an assumption agreement to be executed and delivered by Array and Novartis on the Effective Date, substantially in the form mutually agreed upon by the Parties. "Authorizations" has the meaning in Section 4.2(c)."Bill of Sale" means a bill of sale and assignment to be executed and delivered by Array and Novartis on the Effective Date, substantially in the form mutually agreed upon by the Parties. "Binimetinib" means the compound known as MEK162."Binimetinib Personnel" has the meaning set forth in Section 5.2(a)."Business Day" means a day (other than a Saturday, Sunday or a public holiday) on which banks are open for business in Basel, Switzerland, and New York, NY, USA."Clinical Trial Agreements" means the Columbus Trial Agreement, the Standalone Clinical Trial Agreement, the Three-Way Clinical Trial Agreement and the Other Clinical Trial Agreement."Columbus Trial" has the meaning set forth in the Columbus Trial Agreement."Columbus Trial Agreement" means the Columbus Trial Agreement, dated as of November 4, 2014, between Novartis and Array."Commercialization" or "Commercialize" means to market, promote, distribute, import, export, offer to sell and/or sell a product and/or conduct related commercialization activities, including activities relating to marketing, promoting, distributing, importing, exporting, offering for sale or selling such product.[***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information."Competing Product" means any product (other than any product containing Binimetinib) that includes as an active pharmaceutical ingredient an agent that is a MEK Inhibitor."Confidential Information" means all confidential or proprietary information of a Party or any of its Affiliates, and any data of a financial, commercial or technical nature which such Party or any of its Affiliates has supplied or otherwise made available to the other Party or its Affiliates, whether made available orally, in writing, or in electronic form, and whether or not such information is identified as co

DEFINITIONS

[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

DEFINITIONS. The terms in this Agreement with initial letters capitalized, whether used in the singular or the plural, shall have the meaning set forth below or, if not listed below, the meaning designated in places throughout this Agreement. 1.1 Acceptance means, with respect to an IND filed by GlobeImmune with the FDA, the date that is thirty (30) days after the date of such filing; provided that the FDA has not provided to GlobeImmune any communication indicating that the conduct of clinical activities described in such IND may not begin within thirty (30) days after such filing. In the event that any communication is provided to GlobeImmune by the FDA, Acceptance means the date that GlobeImmune is permitted by the FDA to begin clinical activities. With respect to all other Regulatory Authorities (i.e., other than the FDA), Acceptance means the date that GlobeImmune receives a written communication from such Regulatory Authority indicating acceptance pursuant to which the conduct of clinical activities described in the appropriate submissions is permitted to begin. 1.2 Affiliate of a Party means any Person that directly or indirectly is controlled by, controls or is under common control with a Party to this Agreement. For the purposes of this definition, the term control (including, with correlative meanings, the terms controlled by and under common control with) as used with respect to a Person means (a) in the case of a corporate entity, direct or indirect ownership of voting securities entitled to cast more than fifty percent (50%) of the votes in the election of directors, (b) in the case of a non-corporate entity, direct or indirect ownership of more than fifty percent (50%) of the equity interests with the power to direct the management and policies of such entity, or (c) any other arrangement whereby a Person controls or has the right to control the board of directors or equivalent governing body or management of a corporation or other entity; provided that, if local Laws restrict foreign ownership, control shall be established by direct or indirect ownership of the maximum ownership percentage that may, under such local Laws, be owned by foreign interests. 1.3 Alliance Manager(s) has the meaning set forth in Section 2.2. 1.4 Bankruptcy Code has the meaning set forth in Section 11.4. 1.5 BLA means a Biologics License Application, or similar application that is submitted to the FDA, or a foreign equivalent of the FDA, for marketing approval of a Licensed Product in a given jurisdiction. 1.6 Breaching Party has the meaning set forth in Section 11.2.1. 1.7 Business Day means a day other than Saturday, Sunday or any day on which commercial banks located in New York, New York are authorized or obligated by Laws to close. 1.8 Calendar Quarter means the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 and December 31; [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provided, however, that (a) the first Calendar Quarter of any particular period shall extend from the commencement of such period to the end of the first complete Calendar Quarter thereafter and (b) the last Calendar Quarter shall end upon the expiration or termination of this Agreement. 1.9 Calendar Year means (a) for the first Calendar Year of the Term, the period beginning on the Effective Date and ending on December 31, 2009, (b) for each Calendar Year of the Term thereafter, each successive period beginning on January 1 and ending twelve (12) consecutive calendar months later on December 31, and (c) for the last Calendar Year of the Term, the period beginning on January 1 of the Calendar Year in which this Agreement expires or terminates and ending on the effective date of expiration or termination of this Agreement. 1.10 Celgene Development Compound means (a) any Collaboration Compound with respect to which Celgene has exercised a Celgene Program Option for Development and Commercialization under this Agreement and (b) except for purposes of the definition of GlobeImmune Development Compound or for purposes of Sections 11.2, 11.3, 11.4, 11.5.2, 11.5.3, and 11.5.4, any Celgene Follow-On Compound with respect to such Collaboration Compound. 1.11 Celgene Follow-On Compound means, with respect to a particular Collaboration Compound for which Celgene has exercised a Celgene Program Option for Development and Commercialization under this Agreement, any compound, other than such applicable Collaboration Compound, that (a) is Developed by or on behalf of Celgene (excluding Development by GlobeImmune) after the date of exercise of such option, (b) is directly derived from and structurally related to such Collaboration Compound, and (c) is directed against the target(s) to which such Collaboration Compound is directed. 1.12 Celgene Indemnitees has the mea

DEFINITIONS

[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

DEFINITIONS. The terms in this Agreement with initial letters capitalized, whether used in the singular or the plural, shall have the meaning set forth below or, if not listed below, the meaning designated in places throughout this Agreement. 1.1 Acceptance means, with respect to an IND filed by GlobeImmune with the FDA, the date that is thirty (30) days after the date of such filing; provided that the FDA has not provided to GlobeImmune any communication indicating that the conduct of clinical activities described in such IND may not begin within thirty (30) days after such filing. In the event that any communication is provided to GlobeImmune by the FDA, Acceptance means the date that GlobeImmune is permitted by the FDA to begin clinical activities. With respect to all other Regulatory Authorities (i.e., other than the FDA), Acceptance means the date that GlobeImmune receives a written communication from such Regulatory Authority indicating acceptance pursuant to which the conduct of clinical activities described in the appropriate submissions is permitted to begin. 1.2 Affiliate of a Party means any Person that directly or indirectly is controlled by, controls or is under common control with a Party to this Agreement. For the purposes of this definition, the term control (including, with correlative meanings, the terms controlled by and under common control with) as used with respect to a Person means (a) in the case of a corporate entity, direct or indirect ownership of voting securities entitled to cast more than fifty percent (50%) of the votes in the election of directors, (b) in the case of a non-corporate entity, direct or indirect ownership of more than fifty percent (50%) of the equity interests with the power to direct the management and policies of such entity, or (c) any other arrangement whereby a Person controls or has the right to control the board of directors or equivalent governing body or management of a corporation or other entity; provided that, if local Laws restrict foreign ownership, control shall be established by direct or indirect ownership of the maximum ownership percentage that may, under such local Laws, be owned by foreign interests. 1.3 Alliance Manager(s) has the meaning set forth in Section 2.2. 1.4 Bankruptcy Code has the meaning set forth in Section 11.4. 1.5 BLA means a Biologics License Application, or similar application that is submitted to the FDA, or a foreign equivalent of the FDA, for marketing approval of a Licensed Product in a given jurisdiction. 1.6 Breaching Party has the meaning set forth in Section 11.2.1. 1.7 Business Day means a day other than Saturday, Sunday or any day on which commercial banks located in New York, New York are authorized or obligated by Laws to close. 1.8 Calendar Quarter means the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 and December 31; [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provided, however, that (a) the first Calendar Quarter of any particular period shall extend from the commencement of such period to the end of the first complete Calendar Quarter thereafter and (b) the last Calendar Quarter shall end upon the expiration or termination of this Agreement. 1.9 Calendar Year means (a) for the first Calendar Year of the Term, the period beginning on the Effective Date and ending on December 31, 2009, (b) for each Calendar Year of the Term thereafter, each successive period beginning on January 1 and ending twelve (12) consecutive calendar months later on December 31, and (c) for the last Calendar Year of the Term, the period beginning on January 1 of the Calendar Year in which this Agreement expires or terminates and ending on the effective date of expiration or termination of this Agreement. 1.10 Celgene Development Compound means (a) any Collaboration Compound with respect to which Celgene has exercised a Celgene Program Option for Development and Commercialization under this Agreement and (b) except for purposes of the definition of GlobeImmune Development Compound or for purposes of Sections 11.2, 11.3, 11.4, 11.5.2, 11.5.3, and 11.5.4, any Celgene Follow-On Compound with respect to such Collaboration Compound. 1.11 Celgene Follow-On Compound means, with respect to a particular Collaboration Compound for which Celgene has exercised a Celgene Program Option for Development and Commercialization under this Agreement, any compound, other than such applicable Collaboration Compound, that (a) is Developed by or on behalf of Celgene (excluding Development by GlobeImmune) after the date of exercise of such option, (b) is directly derived from and structurally related to such Collaboration Compound, and (c) is directed against the target(s) to which such Collaboration Compound is directed. 1.12 Celgene Indemnitees has the mea