Exhibit 10.37
 CONFIDENTIAL
EXECUTION COPY




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TABLE OF CONTENTS
 Page0. AMENDMENT AND RESTATEMENT
    
    
    21. DEFINITIONS
    
    
    22. GRANT
    
    
    123. PAYMENTS AND ROYALTIES
    
    
    194. COMPULSORY LICENSES AND THIRD PARTY LICENSES
    
    
    285. DEVELOPMENT
    
    
    306. EXCHANGE OF INFORMATION; ASSIGNMENT OF APPROVALS AND CONFIDENTIALITY
    
    
    387. SUPPLY OF COMPOUND AND PRODUCT
    
    
    448. PATENT PROSECUTION; MAINTENANCE AND EXTENSION; INFRINGEMENT
    
    
    489. STATEMENTS, REMITTANCES AND AUDIT RIGHTS
    
    
    5310. TERM AND TERMINATION
    
    
    5811. RIGHTS AND DUTIES UPON TERMINATION
    
    
    6312. WARRANTIES, INDEMNIFICATIONS AND REPRESENTATIONS
    
    
    6513. COMPLIANCE WITH LAW
    
    
    7214. NO PROJECTIONS
    
    
    7215. FORCE MAJEURE
    
    
    7216. GOVERNING LAW AND ARBITRATION
    
    
    7317. SEPARABILITY
    
    
    7418. ENTIRE AGREEMENT; AMENDMENTS
    
    
    7419. NOTICES
    
    
    7520. ASSIGNMENT
    
    
    7821. FAILURE TO ENFORCE
    
    
    78
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Page22. AGENCY
    
    
    7823. FURTHER ASSURANCES
    
    
    7924. CAPTIONS
    
    
    7925. MISCELLANEOUS
    
    
    7926. HSR FILING
    
    
    8027. AFFILIATES
    
    
    81
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AMENDED AND RESTATED SUBLICENSE AGREEMENT
 th
  th
 st
 Appendix A
 ,
 ,




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0. AMENDMENT AND RESTATEMENT
  1. DEFINITIONS
    Page 2




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provided that
 Appendix E
        Page 3




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Appendix B
      
 *
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 4




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Page 5




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Appendix E
    Page 6




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 7




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Appendix C
  
 *
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 8




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Appendix A Annex 1 Annex 2
      
 *
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 9




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 10




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Appendix D
   Page 11




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Appendix C
 2. GRANT
 Annex 1 Appendix A
 Page 12




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Page 13




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Page 14




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Appendix B
 Page 15




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.
 
 *
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 16




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Appendix C Appendix C
 Appendix C
 
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions. Page 17




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Appendix C
   
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions. Page 18




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3. PAYMENTS AND ROYALTIES
    Page 19




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 20




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 21




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 22




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 23




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 24




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Appendix I
    Total Calendar Year Net Sales of Products in theU.S./Canadian Territory
    
    Royalty RatePortion of Net Sales which are less than *
    
    
    *
    %Portion of Net Sales which are greater than or equal to * and
less than *
    
    
    *
    %Portion of Net Sales which are greater than or equal to * and
less than *
    
    
    *
    %Portion of Net Sales which are greater than or equal to *
    
    
    *
    %
 
 *
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 25




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 26




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Net Sales Milestone
    
    Milestone payment from Novartis to VandaFirst calendar year in which Net
Sales of Products in the
U.S./Canadian Territory is
greater than *
    
    
    *First calendar year in which Net
Sales of Products in the
U.S./Canadian Territory is
greater than *
    
    
    *First calendar year in which Net
Sales of Products in the
U.S./Canadian Territory is
greater than *
    
    
    *
 Appendix I
  
 *
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 27




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4. COMPULSORY LICENSES AND THIRD PARTY LICENSES
    
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Page 28




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Page 29




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5.
    
    DEVELOPMENT
    
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Page 30




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Appendix E;
   Page 31




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Page 32




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Appendix H
  
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Page 33




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Appendix E
 Appendix G Appendix I
    
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Page 34




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Page 35




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Page 36




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Page 37




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6. EXCHANGE OF INFORMATION; ASSIGNMENT OF APPROVALS AND CONFIDENTIALITY
   
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Page 38




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Page 39




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Page 40




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Page 41




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 42




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 43




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7. SUPPLY OF COMPOUND AND PRODUCT
 Appendix K Appendix K Appendix K Appendix K
 
 *
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 44




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Appendix K
    
 *
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 45




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 46




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Appendix C
 
 *
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 47




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8. PATENT PROSECUTION; MAINTENANCE AND EXTENSION; INFRINGEMENT
  
 *
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 48




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Appendix F Appendix A
 Annex 1 Appendix A
 
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 49




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Page 50




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Page 51




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 52




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Appendix A
 9.
    
    STATEMENTS, REMITTANCES AND AUDIT RIGHTS
  
 *
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 53




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 54




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 55




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Appendix I
   
 *
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 56




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Appendix I
 
 *
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 57




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10. TERM AND TERMINATION
   
 *
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 58




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 59




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 60




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 61




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 62




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11. RIGHTS AND DUTIES UPON TERMINATION
   Appendix C
 Page 63




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Page 64




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12. WARRANTIES, INDEMNIFICATIONS AND REPRESENTATIONS
  Appendix A
 Appendix A Appendix A
 
 *
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 65




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 66




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Page 67




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 68




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 69




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 70




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*
    
    Certain information has been omitted and filed separately with the
Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 71




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13. COMPLIANCE WITH LAW
  14. NO PROJECTIONS
  15. FORCE MAJEURE
  Page 72




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16. GOVERNING LAW AND ARBITRATION
   Page 73




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17. SEPARABILITY
    18. ENTIRE AGREEMENT; AMENDMENTS
  Page 74




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19. NOTICES
  If to NOVARTIS
 
 With a copy to
 
 If to Vanda
 
 Page 75




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With a copy to
 
  If to TITAN
 
 With a copy to
 fstoller@loeb.com
 If to Sanofi-Aventis
 
 Page 76




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With copies to
 
 For safety and Adverse Event Reporting
 suraj.patel@aventis.com
 With copies to
 
  
 Page 77




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20. ASSIGNMENT
     21. FAILURE TO ENFORCE
  22. AGENCY
  Page 78




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23. FURTHER ASSURANCES
  24. CAPTIONS
  25. MISCELLANEOUS
     Page 79




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26. HSR FILING
    
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions. Page 80




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27. AFFILIATES
  
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted
portions. Page 81




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Page 82




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***[Remainder of page intentionally left blank  signature page follows]***
 Page 83




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VANDA PHARMACEUTICALS INC.By:
    /s/Mihael PolymeropoulosName:
    Mihael PolymeropoulosTitle:
    Chief Executive OfficerNOVARTIS PHARMA AGBy:
    /s/Paul D. BurnsName:
    Paul D. BurnsTitle:
    General Counsel, Pharma LegalBy:
    /s/Anthony RosenbergName:
    Anthony RosenbergTitle:
    Head of Global BD&L Page 84




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Patents and Patent Applications
    
    Appendix AMetabolites
    
    Appendix BTrademark Licenses
    
    Appendix CVanda Domain Names
    
    Appendix DJoint Steering Committee
    
    Appendix ESpecial Countries
    
    Appendix FFinancial Obligations Assumed by Novartis
    
    Appendix GNovartis Development Plan
    
    Appendix HForm of Invoice
    
    Appendix INovartis Depot Formulation Patents
    
    Appendix JQuantities and Cost of Transferred Supply; Specifications
    
    Appendix K




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Appendix A
 Patents and Patent Applications
 Sanofi-Aventis Patents and Patent Applications
  
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted
portions. Appendix A
 1




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted
portions. Appendix A
 2




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted
portions. Appendix A
 3




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Appendix A (continued)
 Novartis Patents and Patent Applications
  
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted
portions. Appendix A
 4




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted
portions. Appendix A
 5




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Annex 1 to Appendix A
  
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions. Appendix A
 6




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Annex 2 to Appendix A
 
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.




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Appendix B
 Metabolites
 
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.




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Appendix C
 Trademark Licenses
 1. Definitions
  Annex 1
 2. License Grants
  Appendix C
 Appendix C
 Appendix C
  1




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Quality Control
 3. Ownership; Protection of Rights
 Trademark Ownership
 Appendix C
  2




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Vanda Trademarks
 Novartis Trademarks
 Infringement of Trademarks and Copyrights
 
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions. Appendix C  3




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Costs of Defense
 Acknowledgment of Ownership ,
 
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions. Appendix C
  4




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Use of a Partys Trademarks
 Appendix C-5




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Annex 1 to Appendix C
 Annex 1 to Appendix C
Vanda Trademarks
  *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Appendix C-6




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Appendix D
 Vanda Domain Names
  Certain information has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.
 Appendix D-1




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Appendix D-2




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Appendix E
 Joint Steering Committee
 General
 Committee Meetings
 Responsibilities
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Appendix E-1




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Authority Appendix E
  Alliance Managers Appendix E
 Certain information has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.
 Appendix E-2




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Appendix F
 Special Countries
  Certain information has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.
 Appendix F-1




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Appendix G
 Financial Obligations Assumed by Novartis
  *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Appendix G-1




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Appendix H
 Novartis Development Plan
  *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Appendix H-1




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Certain information has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.
 Appendix H-2




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Appendix I
 Form of Invoice
  Appendix I-1




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Appendix I-2




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Appendix J
 *
 *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Appendix J-1




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Appendix K
Quantities and Cost of Transferred Supply; Specifications
   *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Appendix K-1




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Appendix K-2




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Cost of Supply Ordered as of Execution Date:
  *
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 Appendix K-3




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Appendix K-4




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 1




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 2




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 3




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 2




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 3




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 4




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 5




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 6




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 7




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.
 8




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*
    
    Certain information has been omitted and filed separately with the Commission.Confidential treatment has been requested with respect to the omitted portions.