Filed by Bowne Pure Compliance





Exhibit 10.35




***Text Omitted and Filed Separately with the Securities and Exchange

Commission. Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2




EXECUTION COPY




EXCLUSIVE LICENSE AGREEMENT




This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) dated as of December 31, 2008 is entered
into by and between Novartis Pharma AG, a corporation organized under the laws of Switzerland,
having a place of business at Lichtstrasse 35, 4056, Basel, Switzerland (“Licensor”), and Nektar
Therapeutics, a Delaware corporation, having a place of business at 201 Industrial Road, San
Carlos, CA 94070 (the “Company”). Licensor and Company are each referred to herein as a “Party”,
and collectively, as the “Parties”.



RECITALS




WHEREAS, Novartis Pharmaceuticals Corporation, Licensor and Company have entered into an Asset
Purchase Agreement (the “APA”) for the sale and purchase of the Transferred Assets related to the
Business (each as defined in the APA); and



WHEREAS, as a condition to Closing under the APA, Licensor will grant Company certain
exclusive license under Intellectual Property included in the Transferred Assets in certain
Licensed Fields (as defined below) and Company will assign and license rights to certain
Improvements (as defined below) [***], on the terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:



AGREEMENT


ARTICLE I





DEFINITIONS




For the purposes of this Agreement, the following terms shall have the following meanings.
All other capitalized terms used herein and not defined in this Article shall be as defined in the
body of this Agreement or the APA.




“[***]” means [***].




“[***]” means [***].




“[***]” means [***].



“[***]” means [***].


 


 









 





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Commission. Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2




“Collaborators” means, with respect to an Existing Agreement, the Third Party(ies) who are
parties to such Existing Agreement with the Company or its Affiliate.




“Company Group” means, collectively, Company and each of its Affiliates.




“Company Improvements” means [***].



“Controlled” means, with respect to specific Intellectual Property, that Intellectual Property
which the applicable Party owns or has a license such that it can grant a license or sublicense
thereto as contemplated under this Agreement without violating the terms of any then-existing
agreement or other arrangement with, or the rights of, any Third Party and without additional
payment or obligation to such Third Party.




“Effective Date” means the date set forth in the Preamble.




“Existing Agreements” means [***].



“Future Collaborators” means Third Parties to whom the Company or Licensor or the respective
Affiliates, licenses or sublicenses, as applicable, rights granted hereunder, to the extent
permitted hereby.



“Improvements” means any improvement, modification, derivative, analogue, mutation,
alteration, enhancement, translation, adaptation, addition, new version or new invention,
Controlled by either Party (including, in the case of the Company, Controlled by any Future
Collaborator of the Company), solely or jointly, in or to any processes, products or materials that
are part of or related to the Business or the Licensed Intellectual Property.




“[***]” means [***].




“[***]” means [***].




“Intellectual Property” shall have the meaning set forth in the APA.




“Know-How” shall have the meaning set forth in the APA.




“Licensed Field” means [***].




“Licensed Intellectual Property” means [***].




“Licensed Improvements” means [***].




“Licensor Group” means, collectively, Licensor and each of its Affiliates.



“Patent Right” means any of the following, whether existing now or in the future anywhere in
the Territory: (a) any issued patent, including inventor’s certificates, utility model,
substitutions, extensions, confirmations, reissues, re-examination, renewal or any like
governmental grant for protection of inventions; and (b) any pending application for any of the
foregoing, including any continuation, divisional, substitution, additions,
continuations-in-part, provisional and converted provisional applications.


 


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Commission. Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2




“Product” means, with respect to a Licensed Field, products or services that may be developed,
manufactured or commercialized within such Licensed Field.



“Regulatory Approval” means all approvals necessary, including price approval, for the
commercial sale of a therapeutic product in a given country or regulatory jurisdiction.




“[***]” means [***].




“[***]” means [***].



“Select Patent Rights” means the list of Patent Rights transferred to Licensor or its
Affiliates as part of the Transferred Assets under the APA described on Exhibit D.



“Services Agreement” means the Services Agreement attached hereto in Exhibit C, under
which Licensor or an Affiliate thereof will provide Company certain services as specified therein.




“Territory” means worldwide.




“Third Party” means any Person other than the Licensor Group and the Company Group.




“[***]” means [***].



ARTICLE II




LICENSES AND ASSIGNMENT





2.1 Licenses.



(a) License to Company. Subject to the terms and conditions of this Agreement,
Licensor hereby grants to Company, with the right to sublicense pursuant to Section 2.2, an
exclusive (even as to Licensor) irrevocable, perpetual, non-transferable (except pursuant to
Section 7.9), royalty-free, fully paid-up license in the Territory under the Licensed Intellectual
Property and Licensed Improvements to develop, manufacture, have manufactured, use, import, export,
sell, offer to sell or otherwise commercialize Products within the Licensed Field.



(b) License to Licensor. Subject to the terms and conditions of this Agreement,
Company hereby grants to Licensor, with the right to sublicense pursuant to Section 2.2, an
exclusive (even as to Company) irrevocable, perpetual, non-transferable (except pursuant to Section
7.9), royalty-free, fully paid-up license in the Territory under the Company Improvements to
develop, manufacture, have manufactured, use, import, export, sell, offer to sell or otherwise
commercialize products or services outside the Licensed Field. The foregoing shall not limit
Licensor’s rights under Section 2.1(c).


 


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Commission. Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2





(c) Assignment to Licensor. [***].



2.2 Sublicenses. Subject to the terms and conditions of this Agreement, each Party
shall have the right to grant sublicenses (to multiple tiers of sublicensees) under the licenses
granted under this Agreement to any Affiliate or Third Party; provided that each such sublicensee
shall be subject to a written agreement with terms and condition that are consistent with, and no
less protective of, the other Party than the terms and conditions hereunder.



2.3 No Implied Licenses. Any Intellectual Property rights of a Party not expressly
granted to the other Party under the provisions of this Agreement shall be retained by such Party.
Except as expressly provided in this Agreement, Party does not grant to the other Party any right
or license in any Intellectual Property right, whether by implication, estoppel or otherwise.



2.4 Consideration. The rights and obligations provided under this Agreement are being
provided as a condition to Closing under the APA. As such, no further consideration, financial or
otherwise, will be due under this Agreement, except as expressly provided herein.



2.5 Representations and Warranties. The Company represents and warrants that it has
provided true, correct and complete copies of the Existing Agreements to Licensor. Licensor
represents and warrants that it has reviewed the Existing Agreements and understands the terms
thereof.



ARTICLE III




SERVICES




3.1 Services. Licensor shall perform or have performed certain services in connection
with the Company’s or its Affiliate’s obligations under the Existing Agreements as and to the
extent and for the consideration provided in the Services Agreement.



ARTICLE IV




PATENT PROSECUTION AND ENFORCEMENT; DMFs





4.1 Invention Disclosures.




(a) [***].




(b) [***].




4.2 Ownership. [***].




4.3 Patent Prosecution.


 


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Commission. Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2




(a) [***]. Licensor shall file, prosecute and maintain the [***] in manner consistent with
the standards it applies with respect to the filing, prosecution and maintenance of its own patents and patent applications. With respect to all other Patent Rights included in
the Licensed Intellectual Property and all other Patent Rights included in Improvements owned by
Licensor or its Affiliates, Licensor will be solely responsible for filing, prosecuting and
maintaining such Patent Rights in its sole discretion.




(b) [***].



(c) Patent Term Extensions. Company shall provide written notice to Licensor of any
applicable Regulatory Approval obtained by or on behalf of the Company (“Company Approval”) that
can provide a basis for a patent term extension of Patent Rights or Licensor Patent Rights (as
defined below) within ten (10) days of receiving such Regulatory Approval. The Parties shall
cooperate, if necessary and appropriate, with each other in gaining patent term extension based on
such Company Approval wherever applicable to Patent Rights included in the Licensed Intellectual
Property or any Patent Rights to Improvements owned by Licensor that are applicable to the Licensed
Fields (“Licensor Patent Rights”). The Parties shall, if necessary and appropriate, agree upon a
joint strategy relating to patent term extensions based on a Company Approval, but, in the absence
of mutual agreement with respect to any extension issue, if Licensor does not wish to file for an
extension of any Patent Rights included in the Licensed Intellectual Property and any Patent Rights
to Improvements owned by Licensor that are applicable to the Licensed Fields, then Licensor shall
timely let Company know sufficiently in advance so as to permit Company to request Licensor to file
for such extension, in which case, Licensor shall file such extension at Company’s expense.




(d) Select Patent Rights. [***].




4.4 Third Party Infringement.



(a) Notice. Company shall promptly report in writing to Licensor any actual or
potential infringement that it becomes aware of related to any Licensed Intellectual Property or
Improvements related thereto, and shall provide Licensor with all available evidence supporting
such infringement or unauthorized use. Licensor shall promptly report in writing to Company any
actual infringement that it becomes aware of related to [***].




(b) Licensor Rights. [***].




(c) Company Rights. [***].




(d) Conduct of Certain Actions; Costs. [***].




(e) Recoveries. [***].




(f) Patent Invalidity Claim. [***].



4.5 Drug Master Files. The provisions set forth in Schedule 4.5 attached
hereto are hereby incorporated by reference as if fully set forth herein.


 


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Commission. Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2




ARTICLE V




CONFIDENTIAL INFORMATION




5.1 Treatment of Confidential Information. In carrying out its obligations under this
Agreement, the Services Agreement or the Transition Services Agreement, each Party or its
Affiliates will be sharing confidential and proprietary data and information (“Confidential
Information”) with the other Party or its Affiliates, with such Confidential Information including,
without limitation, any information generated under this Agreement or the confidential or
proprietary information of Third Parties (including without limitation Collaborators and Future
Collaborators). For the avoidance of doubt, all such data and information relating to the Business
or the Transferred Assets, other than those related to the Retained Assets, (collectively,
“Business Confidential Information”) is Confidential Information of Licensor. As between the
Parties, all such data and information relating to the Retained Assets is Confidential Information
of Company. Except as expressly permitted by this Agreement, each Party shall, and shall cause its
Affiliates to, treat Confidential Information received from the other Party (the “Disclosing
Party”) or its Affiliates as it treats its own proprietary information of like nature and
importance to maintain the confidentiality of such Confidential Information, but in no event less
than reasonable care. During the term of this Agreement and for a period of [***] thereafter, the
Party in receipt of the Disclosing Party’s Confidential Information (the “Receiving Party”) shall
not disclose, divulge or otherwise communicate such Confidential Information to any Third Party, or
use it for any purpose except pursuant to and in order to carry out its obligations under this
Agreement, the Services Agreement or the Transition Services Agreement. Notwithstanding the
foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party to the
Receiving Party’s directors, officers, employees, Affiliates, consultants, subcontractors,
sublicensees, agents or external advisors on a “need to know” basis, and solely to the extent
reasonably necessary to carry out its obligations under this Agreement, the Services Agreement or
the Transition Services Agreement, provided that such directors, officers, employees, Affiliates,
consultants, subcontractors, sublicensees, agents or external advisors have been advised of the
confidential nature of such information and have agreed to maintain such information as
confidential and comply with non-use obligations to the same extent required by, and as stringent
as, this Article V.



5.2 Exceptions to Definition of Confidential Information. Confidential Information
shall not include information that the Receiving Party can demonstrate:



(a) was known by the Receiving Party or its Affiliates prior to the date it was disclosed to
the Receiving Party or its Affiliates by the Disclosing Party or its Affiliates, as evidenced by
the prior written records of the Receiving Party or its Affiliates, provided that this exception
will not apply, in the case of the Company, to any Business Confidential Information;



(b) is lawfully disclosed to the Receiving Party or its Affiliates by a Third Party rightfully
in possession of such information without an obligation of confidentiality after the date of the
disclosure to the Receiving Party or the Affiliates;


 


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Commission. Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2




(c) becomes generally known to the public through no act or omission on the part of the
Receiving Party or its Affiliates, either before or after the date of the disclosure to the
Receiving Party or its Affiliates; or



(d) is independently developed by the Receiving Party or its Affiliates without reference or
access to, or reliance upon, any Confidential Information of the Disclosing Party or its Affiliates
as demonstrated by the Receiving Party’s written records.



5.3 Permitted Disclosures. The restrictions set forth in this Article V shall not
prevent either Party from (i) disclosing Confidential Information in connection with preparing,
filing, prosecuting or maintaining the Licensed Intellectual Property in accordance with Article
IV, (ii) disclosing Confidential Information to governmental agencies to the extent required by
applicable Laws or desirable to obtain a Regulatory Approval, (iii) disclosing Confidential
Information to potential private financial institution investors (under a confidentiality agreement
at least as restrictive as the provisions of this Article V) in connection with fundraising
activities, (iv) disclosing Confidential Information to underwriters and financial advisors (under
an obligation of confidentiality at least as restrictive as the provisions of this Article V) in
connection with the public offering of securities, (v) disclosing Confidential Information that is
reasonably determined is required to be disclosed by the Receiving Party pursuant to a judicial or
governmental order, or to public investors or governmental agencies (to comply with applicable
securities or other laws) in connection with the public offering of securities or (vi) disclosing
Confidential Information as required pursuant to the exercise by each Party of its rights granted
to it under this Agreement or its retained rights (under an obligation of confidentiality at least
as restrictive as the provisions of this Article V), provided that in the cases of (i), (ii) and
(v) above, the Party disclosing Confidential Information of the Disclosing Party shall use all
reasonable efforts to provide prior written notice of such disclosure to the Disclosing Party and
to take reasonable and lawful actions to avoid or limit such disclosure (such as seeking a
protective order) or to assist the Disclosing Party in avoiding or limiting such disclosure. The
existence and terms of this Agreement, the Services Agreement and the Transition Services Agreement
shall constitute Confidential Information of both Parties, provided, however, that each Party may
disclose the existence and terms of such agreements to (i) [***], (ii) to its attorneys and
advisors with a need to know, (iii) potential acquirers in connection with a potential change of
control or sale of all or substantially all of the assets to which this Agreement relates (provided
that such disclosure is limited solely to principal financial terms disclosed to potential
acquirers’ financial advisers and otherwise solely to potential acquirers counsel on an “attorneys
only” basis) as part of their due diligence investigation, (iv) to potential financial
institutional investors or lenders of such Party, as a part of their due diligence investigations,
and (v) subject to the foregoing, to Assignees, provided, that in each of the foregoing cases
referenced in clauses (i)-(v) above, such disclosure is made under an agreement to keep the terms
of this Agreement, the Services Agreement and the Transition Services Agreement confidential under
an obligation of confidentiality at least as restrictive as the provisions of this Article V.


 


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Commission. Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2




ARTICLE VI




TERM AND TERMINATION




6.1 Term. The term of this Agreement shall commence on the Effective Date and shall
continue until the expiration of the last to expire of the Patent Rights included in the Licensed
Intellectual Property and the Licensed Improvements, unless sooner terminated as specifically
provided in this Agreement.



6.2 Bankruptcy. Any licenses granted under or pursuant to this Agreement by either
Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n)
of Title 11, US Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as
defined under Section 101(35A) of the Bankruptcy Code. The Parties agree that during the term of
this Agreement, each Party, as a licensee of rights under this Agreement, shall retain and may
fully exercise all of its rights and elections under the Bankruptcy Code, subject to the continued
performance of its obligations under this Agreement.



6.3 Survival of Obligations. Sections [***] and any definitions used in any such
Sections and Articles shall survive the termination of this Agreement in accordance with their
terms. Termination or expiration of this Agreement shall not relieve either Party from any accrued
obligations prior to such termination or expiration. Termination is not intended to be an
exclusive remedy and is without prejudice to any other rights and remedies of the Parties under
this Agreement at law or in equity.



ARTICLE VII




MISCELLANEOUS




7.1 Disclaimer of Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS
AGREEMENT OR THE APA, NEITHER PARTY MAKES ANY REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR
IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE RELATED TO THE LICENSED
INTELLECTUAL PROPERTY AND LICENSED IMPROVEMENTS, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER
REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS, STATUTORY OR IMPLIED, INCLUDING
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.



7.2 Governing Law. This Agreement (and any claims or disputes arising out of or
related hereto or to the transactions contemplated hereby or to the inducement of any party to
enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated
on common law, statute or otherwise) shall in all respects be governed by, and construed in
accordance with, the laws of the State of New York, including all matters of construction, validity
and performance, in each case without reference to any conflict of law rules that might lead to the
application of the laws of any other jurisdiction.


 


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17 C.F.R. Sections 200.80(b)(4) and 240.24b-2




7.3 Force Majeure. Neither Party shall be responsible to the other Party for
nonperformance or delay in performance of the terms or conditions of this Agreement due to acts of
God, acts of governments, war (declared or undeclared), acts of terrorism, riots, strikes,
accidents in transportation, or other causes beyond the reasonable control of such Party, but such
force majeure shall toll any and all obligations and time periods for so long as such force majeure
continues. Upon the occurrence of an event of force majeure, the Party whose performance is
affected thereby shall notify the other Party promptly of such event. Upon the cessation of such
event, such Party shall take all reasonable steps within its power to resume with the least
possible delay compliance with its obligations hereunder.



7.4 Waiver. The waiver by a Party of a breach or a default of any provision of this
Agreement by the other Party shall not be construed as a waiver of any subsequent breach of the
same or any other provision hereof, nor shall any delay or omission on the part of a Party to
exercise or avail itself of any right, power or privilege that it has or may have hereunder operate
as a waiver of that or any other right, power or privilege of such Party hereunder.



7.5 Notices. Any notice or other communication required or permitted to be given in
connection with this Agreement must be in writing and may be given by any of the following methods:
(i) personal delivery with a signed acknowledgement of receipt; (ii) registered or certified mail,
postage prepaid, return receipt requested; or (iii) by overnight delivery service with a signed
acknowledgement of receipt. Notice shall be effective when delivered to the addressee at the
address listed below or such other address as the addressee shall have specified in a written
notice actually received by the addresser.




(a) if to the Company, to it at:




Nektar Therapeutics

201 Industrial Road


San Carlos, California 94070

Attention: Gil M. Labrucherie

Facsimile: (650) 620-5360




with copies to:




O’Melveny & Myers LLP

2765 Sand Hill Road

Menlo Park, California 94025

Attention: Sam Zucker

Facsimile: (650) 473-2601




(b) if to the Licensor, to it at:




Novartis Pharma AG

Lichtstrasse 35

CH-4056 Basel

Switzerland

Attention: General Counsel



 


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17 C.F.R. Sections 200.80(b)(4) and 240.24b-2





Facsimile: + (41) (61) 324-6859




and




with copies to:




Novartis International AG

Lichtstrasse 35

CH-4056 Basel

Switzerland

Attention: Global Head Legal M&A and Antitrust

Facsimile: + (41) (61) 324-7476




and




Novartis International AG

Lichtstrasse 35

CH-4056 Basel

Switzerland

Attention: Head Corporate Intellectual Property

Facsimile: + (41) (61) 324-7424




and




Kaye Scholer LLP

425 Park Avenue

New York, New York 10022

Attention: Adam Golden

Facsimile: +1 (212) 836-8689



7.6 (a) Relationship of the Parties. The Parties are independent contractors.
Nothing herein is intended, or shall be deemed, to constitute a partnership, agency, joint venture
or employment relationship between the Parties. Neither Party shall be responsible for the other
Party’s acts or omissions [***]; and neither Party shall have authority to speak for, represent or
obligate the other Party in any way without prior written authority from the other Party. Subject
to the terms of this Agreement, the activities and resources of each Party shall be managed by such
Party, acting independently and in its individual capacity.




(b) Subcontractor Status. [***].



(c) No Amendments. [***].


 


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17 C.F.R. Sections 200.80(b)(4) and 240.24b-2




(d) Indemnification; Limitation of Liability. In connection with performing its
obligations under Article IV hereof, Licensor and its Affiliates will be entitled to the benefit of
the indemnity and limitation of liability provisions set forth in Article IV of the Services
Agreement, as if fully set forth herein.




(e) Standard of Performance. [***].



7.7 Entire Agreement. This Agreement and the Exhibits attached hereto (which Exhibits
are incorporated herein by reference and are deemed to be a part of this Agreement for all
purposes) constitute the entire agreement of the Parties with respect to the subject matter hereof
and supersede all prior understandings and writings between the Parties relating thereto; provided
that the terms of this Agreement should be interpreted to be consistent with the terms of the APA
and are not intended to modify the Parties’ respective rights and obligations under the APA. No
amendment, waiver, alteration or modification of any of the provisions of this Agreement shall be
binding unless made in writing and signed by the Parties.



7.8 Severability. In the event that any provision of this Agreement is held by a
court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any
law of any relevant jurisdiction, the validity of the remaining provisions of this Agreement shall
not be affected thereby, and the Parties shall negotiate a substitute provision that, to the extent
possible, accomplishes the original business purpose of the unenforceable provision. During the
period of such negotiation, and thereafter if no substituted provision is agreed upon in writing by
the Parties, any such provision which is enforceable in part but not in whole shall be enforced to
the maximum extent permitted by law.




7.9 Assignment and Transfer.



(a) Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise
transferred by the Company without the prior written consent of the Licensor, except the Company
may, without consent of the Licensor, assign or otherwise transfer this Agreement and its rights
and obligations hereunder in whole or in part: (i) to any Affiliate; (ii) in connection with a
merger, reorganization or a sale or transfer of all or substantially all of the assets to which
this Agreement relates or (iii) as part of the transfer of all or one or more programs inside the
Licensed Field. Licensor shall be entitled to freely assign its rights or obligations hereunder.
Any attempted assignment or other transfer not in accordance with this Section 7.9 shall be void.
Any permitted assignee shall assume in writing all assigned obligations of its assignor under this
Agreement. The Party making any assignment or other transfer permitted under this Section 7.9
shall provide prompt written notice to the other Party of such assignment or transfer. The
assignor shall remain jointly and severally liable with any such assignee(s) with respect to all
obligations and liabilities of the assignor hereunder.



(b) Successors and Assigns. Except as otherwise provided herein, this Agreement shall
be binding upon and inure to the benefit of the Parties hereto and their successors and permitted
assigns.


 


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17 C.F.R. Sections 200.80(b)(4) and 240.24b-2




7.10 Interpretation. Unless the context of this Agreement otherwise requires, (a)
words of one gender include the other gender; and (b) words using the singular or plural number also include the plural or singular number, respectively. Reference to days are to
calendar days unless specified otherwise. References to any statute, act, or regulation are to
that statute, act, or regulation as amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof. The headings contained in this Agreement are for
convenience of reference only and shall not be considered in interpreting this Agreement. Any
capitalized terms used in any Exhibit but not otherwise defined therein, shall have the meaning as
defined in this Agreement. The words “hereof”, “herein” and “hereunder” and words of like import
used in this Agreement shall refer to this Agreement as a whole and not to any particular provision
of this Agreement. Whenever the words “include”, “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not
they are in fact followed by those words or words of like import. “Writing”, “written” and
comparable terms refer to printing, typing and other means of reproducing words (including
electronic media) in a visible form. This Agreement is a negotiated document between the two
Parties and shall not be construed against the drafter of any particular provision.



7.11 Counterparts. This Agreement may be executed manually, electronically in Adobe®
PDF file format, or by facsimile by the Parties, in any number of counterparts, each of which shall
be considered one and the same agreement and shall become effective when a counterpart hereof shall
have been signed by each of the Parties and delivered to the other Party.



7.12 Further Actions. Each Party will duly execute and deliver, or cause to be duly
executed and delivered, such further instruments and do and cause to be done such further acts and
things, as may be reasonably necessary or as the other Party may reasonably request in connection
with this Agreement in order to carry out more effectively the provisions and purposes hereof.


 


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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	 	NEKTAR THERAPEUTICS
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gil M. Labrucherie
	 

	 	 	 	 
	 

	 	Name:
	 	Gil M. Labrucherie
	 

	 	Title:
	 	SVP & General Counsel
	 
	 	 	 	 
	 	 	NOVARTIS PHARMA AG
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jörg Walther
	 

	 	 	 	 
	 

	 	Name:
	 	Jörg Walther
	 

	 	Title:
	 	Authorized Signatory
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Cristina Ruggeberg
	 

	 	 	 	 
	 

	 	Name:
	 	Cristina Ruggeberg
	 

	 	Title:
	 	Authorized Signatory