CONFIDENTIAL TREATMENT REQUESTED AMENDMENT NO. 2 TO SUBLICENSE AGREEMENTSublicense Agreement • March 13th, 2015 • Vanda Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS AMENDMENT to the Sublicense Agreement effective as of November 20, 1997 (the “Sublicense Agreement”) is made as of April 10, 2001 by and between TITAN PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware and having its principal office at 400 Oyster Point Blvd., Suite 505, South San Francisco, CA 94080 (hereinafter “TITAN”), and NOVARTIS PHARMA A.G., a corporation organized under the laws of Switzerland and having its principal office at Lichtstrasse 35, CH 4002 Basel, Switzerland (hereinafter “NOVARTIS”). Capitalized terms used in this Amendment shall have the same meanings set forth in the Sublicense Agreement.
ASSET TRANSFER AGREEMENT by and among VANDA PHARMACEUTICALS INC. NOVARTIS PHARMA AG and NOVARTIS AG Dated as of December 22, 2014Asset Transfer Agreement • March 13th, 2015 • Vanda Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS ASSET TRANSFER AGREEMENT, dated as of December 22, 2014 (this “Agreement”), is made by and among Vanda Pharmaceuticals Inc., a Delaware corporation (“Buyer”), Novartis Pharma AG, a company organized under the laws of Switzerland (“NPhAG”) and Novartis AG, a company organized under the laws of Switzerland (“NAG” and, together with NPhAG, “Sellers”). Sellers and Buyer may hereinafter be referred to individually as a “Party” and, collectively, as the “Parties”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 13th, 2015 • Vanda Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This STOCK PURCHASE AGREEMENT (the “Agreement”), is made as of December 22, 2014, by and between Vanda Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Novartis Pharma AG, a corporation organized under the laws of Switzerland (the “Purchaser”).
LICENSE AGREEMENT between NOVARTIS PHARMA AG and VANDA PHARMACEUTICALS INC.License Agreement • March 13th, 2015 • Vanda Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (“License Agreement”) is made as of this 22nd day of December, 2014, by and between Novartis Pharma AG, a company organized under the laws of Switzerland and located at Lichtstrasse 35, 4056 Basel, Switzerland (“Novartis”) and Vanda Pharmaceuticals Inc., a company organized under the laws of the State of Delaware, United States with its principal executive offices located at 2200 Pennsylvania Avenue, NW, Suite 300E, Washington, D.C. 20037 (“Vanda”). Novartis and Vanda are each referred to individually as a “Party” and together as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED AMENDMENT NO. 1 TO SUBLICENSE AGREEMENTSublicense Agreement • March 13th, 2015 • Vanda Pharmaceuticals Inc. • Pharmaceutical preparations
This Amendment is made as of the 30th day of November 1998, between TITAN PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware and having its principal offices at 400 Oyster Point Blvd., Suite 505, South San Francisco, CA 94080 U.S.A. (hereinafter “TITAN”), and NOVARTIS PHARMA A.G., a corporation organized under the laws of Switzerland and having its principal offices at Lichtstrasse 35, CH 4002, Basel, Switzerland (hereinafter “NOVARTIS”).
CONFIDENTIAL TREATMENT REQUESTED AMENDMENT NO. 3 TO SUBLICENSE AGREEMENTSublicense Agreement • March 13th, 2015 • Vanda Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS CONSENT’ AND AMENDMENT AGREEMENT (this “Amendment Agreement”) is made as of June 4, 2004 by and among, Titan Pharmaceuticals, Inc., a corporation having its principal office at 400 Oyster Point Blvd., Suite 505, South San Francisco, CA 94080 (“Titan”), and Novartis Pharma AG, a corporation having its principal office at Lichtstrasse 35, CH 4002, Basel, Switzerland (“NOVARTIS”).
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement • March 13th, 2015 • Vanda Pharmaceuticals Inc. • Pharmaceutical preparations
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Agreement”), dated as of December 22, 2014 (the “Signing Date”), is entered into by and between Novartis Pharma AG, a corporation organized under the laws of Switzerland, having its principal office at Lichtstrasse 35, CH-4056 Basel, Switzerland (“Novartis”), and Vanda Pharmaceuticals Inc., a corporation organized and existing under the laws of the State of Delaware, having its principal office at 2200 Pennsylvania Avenue, N.W., Suite 300E, Washington, D.C. 20037 (“Vanda”). All parties identified above shall be collectively referred to as the “Parties” and individually as “Party”.
