definiens: means that certain Research, De velopment and License Agreement, dated December 29, 1994, by and between SmithKline Beecha m Corporation and the Seller, as amended by ( i ) Amendment No . 1, dated as of July 21, 1998, by and between SmithKline Beecham Corporation and the Sell er, ( ii ) Amendment No . 2, dated as of February 3, 2000, by and between SmithKline Beecham Corporation and the Seller, ( iii ) Amendment No . 3, dated as of February 25, 2000, by and between SmithKline Beecham Corpor ation and the Seller, ( iv ) Agreement Regarding Payments t o the Rockefeller University, dated as of November 15, 2010, by and between GlaxoSmithKline LLC, the Selle r and The Rockefeller University ( ), and ( v ) the Transfer Agreement