Exhibit 10.1


 


EXECUTION
COPY


 


AMENDMENT TO
COLLABORATION AND LICENSE AGREEMENT


 


This Amendment (the “Amendment”)
executed on the fifth (5th) day of February 2010
is effective as of the first (1st) day of January 2010
(the “Amendment Effective Date”) and amends the Collaboration and
License Agreement dated as of December 23, 2008, between SYNTA
PHARMACEUTICALS CORP., a Delaware corporation having a principal office at 45
Hartwell Avenue, Lexington, MA 02421, U.S.A. (“SYNTA”), and F.
HOFFMANN-LA ROCHE LTD, a Swiss corporation having a principal office located at
Grenzacherstrasse 124, CH-4070 Basel, Switzerland (“ROCHE BASEL”) and
HOFFMANN-LA ROCHE INC., a New Jersey corporation having a principal office at
340 Kingsland Street, Nutley, New Jersey 07110, U.S.A.  (“ROCHE NUTLEY”; ROCHE BASEL and ROCHE
NUTLEY together referred to as “ROCHE”) (the “Agreement”).


 


INTRODUCTION


 


WHEREAS, SYNTA and ROCHE plan to
substantively update the Research and Development objectives for the
collaboration under the Agreement for the fourth (4th) Calendar
Quarter of 2009 (“Q42009”) and calendar year 2010;


 


WHEREAS, to meet such updated
objectives, SYNTA and ROCHE desire to change the distribution of Research and
Development activities between the Parties and to agree upon a revised budget
for Research activities, and a revised Budget for Development activities, for
Q42009 and calendar year 2010;


 


WHEREAS, the Parties may amend the
Agreement by mutual written agreement pursuant to Section 14.5 of the
Agreement;


 


WHEREAS, the Parties wish to amend
the Agreement, as described herein.


 


NOW THEREFORE, for and in
consideration of the mutual covenants contained in this Amendment, the Parties
agree:


 


1.             Definitions.  Unless otherwise defined or amended by the
terms of this Amendment, all initial capitalized defined terms used have the
meanings as defined in the Agreement.  Section 1.16
of the Agreement is revised in its entirety to read as follows:


 


“1.16. “CRAC Channel Inhibitor” means [***].”


 


Portions of this Exhibit
were omitted and have been filed separately with the Secretary of the
Commission pursuant to Synta Pharmaceuticals Corp.’s application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.


 


1

















 


Section 1.42 of the Agreement is revised
in its entirety to read as follows:


 


“1.42.      “Licensed
Compound” means [***].  For further
clarity, if ROCHE terminates a Licensed Compound in one or more regions
pursuant to Section 12.3, such Licensed Compound shall continue to be
deemed a Licensed Compound except as provided in Article XII unless and
until ROCHE terminates such Licensed Compound in all Regions pursuant to Section 12.3
(whether ROCHE so terminates such Licensed Compound in all Regions
simultaneously or terminates such Licensed Compound in all Regions over
time).  For the sake of clarity, any
Licensed Compound shall also include all pro-drugs, metabolites, constitutional
and geometric isomers, regioisomers, stereoisomers including enantiomers and
diastereoisomers, salt forms, hydrates, solvates and polymorphs of such
Licensed Compound, all of which shall constitute a single Licensed
Compound.  [***].”


 


2.             R&D Activities.  Notwithstanding anything to the contrary in
the Agreement, with respect to calendar year 2010, the Parties have reallocated
Research and Development activities, such that the Research Plan and
Development Plan for calendar year 2010 are set forth in Exhibit A,
Exhibit B and Exhibit C attached, and, with respect to
Q42009, the Parties have reallocated Research and Development activities as set
forth in Exhibit A.  ROCHE
shall fund the Research and Development activities for calendar year 2010 as
set forth in Exhibit B. 
ROCHE shall fund all of ROCHE’s Research and Development activities for
Q42009, and shall fund all of SYNTA’s Research and Development activities for
Q42009 in accordance with the revised budget set forth on page 26 of the
Powerpoint presentation dated August 31, 2009, titled “CRAC Channel
Blocker Project, JRDC Report” (copy attached as Exhibit D) and
presented to the JSC (the “Revised Q42009 Budget”), which the Parties
hereby ratify as an amendment to the Research Plan and Development Plan for
Q42009.


 


3.             Compounds.  Section 2.3.2 of the Agreement is
revised in its entirety to read as follows: 
“The Research Program shall be conducted on Collaboration Compounds; provided,
however, that if, in the course of the Research Program, it is
determined that any such compound is not a CRAC Channel Inhibitor, such compound
shall no longer be considered a Collaboration Compound, provided, further,
that no Genentech CRAC Channel Inhibitors shall be included in the Research
Program, and provided, further, that any Collaboration Compound
that is not a Licensed Compound as of the end of the Research Term (a “Retained
Compound”) shall no longer be deemed a Collaboration Compound for purposes
of this Agreement.  Notwithstanding the
foregoing, any [***] CRAC Channel Inhibitors for which ROCHE had conducted
research prior to the Amendment Effective Date shall revert to ROCHE if such
compound is not a Licensed Compound as of the end of the Research Term.  The Parties currently envision that no more
than a small minority of the Parties’ Research activities during the Research
Term shall be conducted with respect to the compounds referred to in the
foregoing sentence; 


 


Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to Synta Pharmaceuticals Corp.’s
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.


 


2

















 


during the Research Term and subject to mutual agreement, the
Parties may modify the proportion of the Parties’ Research activities devoted
to such compounds.  For the period of
[***] ([***]) [***] following the end of the Research Term, any small-molecule
compound Controlled by ROCHE or its Affiliates known or believed to be a CRAC
Channel Inhibitor on which research or development is conducted by or on behalf
of ROCHE or its Affiliates, as well as all pro-drugs, metabolites,
constitutional and geometric isomers, regioisomers, stereoisomers including
enantiomers and diastereoisomers, salt forms, hydrates, solvates, and
polymorphs of such compound, shall be deemed to be a Licensed Compound for all
purposes under the Agreement.  The goal
of the Research Program is for one or more Licensed Compounds to be approved
for advancement into Development under Section 2.3.4.”


 


4.             Retained Compounds.  (a) ROCHE hereby grants to SYNTA,
effective as of the end of the Research Term, an exclusive, royalty-free,
irrevocable, perpetual license, with the right to grant sublicenses, under the
ROCHE Patent Rights, ROCHE Know-how, and ROCHE’s interest in any Joint Patent
Rights or Joint Know-how, in each case as of the end of the Research Term,
Covering Retained Compounds and pharmaceutical products containing as an active
pharmaceutical ingredient a Retained Compound (“Retained Products”), to
research, develop, Manufacture, have Manufactured, use, Commercialize and
import such Retained Compounds or Retained Products.  Notwithstanding the above, Roche shall retain
the right under the ROCHE Patent Rights, ROCHE Know-how, and ROCHE’s interest
in any Joint Patent Rights or Joint Know-how for ROCHE and its Affiliates to
conduct their own internal research.  (b) With
respect to that subset of the ROCHE Patent Rights, ROCHE Know-how, Joint Patent
Rights, and Joint Know-how licensed to SYNTA under Section 4(a) of
this Amendment:  (i) the provisions
of Sections 8.2 (Prosecution and Maintenance of Patent Rights), 8.3 (Third
Party Infringement), 8.4 (Patent Invalidity Claim), 8.6 (Certification Under
Drug Price Competition and Patent Restoration Act) and 8.7 (Cooperation) of the
Agreement shall remain in effect, and (ii) SYNTA shall have the first
right, at its expense, to prosecute, maintain, enforce or defend, or initiate
litigation under such provisions with respect to such subset of ROCHE Patent Rights
or ROCHE Know-how, with ROCHE having the step-in rights of the non-initiating
Party as set forth therein.  (c) At
the end of the Research Term, ROCHE shall assign to SYNTA its entire right,
title, and interest in and to, and deliver to SYNTA copies of, all preclinical
data, including pharmacology and biology data, in ROCHE’s or its Affiliates’
possession or control relating to and to the extent necessary for SYNTA to
continue the research, development or Commercialization of Retained Compounds
and Retained Products.  (d) The
definitions and provisions described in this Section 4 shall be
interpreted, mutatis mutandis, to apply to the
Retained Compounds and Retained Products.


 


Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to Synta Pharmaceuticals Corp.’s
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.


 


3

















 


5.             Clinical Trials.  Notwithstanding Sections 2.4.1 and 2.7.1 of
the Agreement, ROCHE shall be responsible for the conduct of all Clinical
Trials with respect to the relevant First Licensed Compound; provided, however,
that (a) SYNTA shall have the right to review and comment on the IND and
clinical protocols for the First Licensed Compound a reasonable period of time
prior to its filing by or on behalf of ROCHE, and ROCHE shall reasonably
consider SYNTA’s comments with respect thereto; and (b) SYNTA shall have
the right (itself or through its Affiliates or Third Parties), at SYNTA’s
option, to conduct a Phase 2a Clinical Trial for an Indication other than
rheumatoid arthritis with respect to the relevant First Licensed Compound, provided,
that such Indication is part of the Development Plan.  Notwithstanding anything in the Agreement to
the contrary, SYNTA shall have a Right of Reference or Use to the IND and any
other regulatory filings with respect to such Licensed Compound to the extent
necessary for the conduct of SYNTA’s Development activities under this
Agreement and ROCHE shall provide SYNTA with all reasonable assistance with
respect to such filings and the conduct of such Phase 2a Clinical Trial.  For the sake of clarity, Section 4.2.2
of the Agreement (regarding regulatory communications and correspondence) shall
remain in effect unchanged.


 


6.             Clarification of
Approval for Advancement into Development.  In the sixth sentence of Section 3.2.4,
after “ ... the approval of advancement into Development (pursuant to Section 2.3.4),”
the following language is hereby inserted: “the approval of Clinical Candidate
Selection based on criteria similar to those for a similar ROCHE program,”.


 


7.             Implications of
Research Term Extension. 
Notwithstanding anything to the contrary in the Agreement, if the
Parties agree to extend the Research Term beyond its initial two (2) year
term, then, with respect to each Contract Year during such extended Research
Term, (a) all FTEs specified in the Research Plan for target biology
activities shall be supplied by SYNTA, and (b) unless otherwise mutually
agreed by the Parties and subject to SYNTA having the necessary FTEs, the
number of SYNTA FTEs performing medicinal chemistry activities shall be greater
than the number of ROCHE FTEs performing medicinal chemistry activities, with
ROCHE bearing all costs for such SYNTA FTEs, in accordance with a Research Plan
and budget mutually agreed by the Parties in good faith.  The first sentence of Section 12.3 of
the Agreement is hereby amended by replacing it with the following:  “At any time after the Research Term, ROCHE
shall have the right to terminate this Agreement in its entirety for any reason
upon three (3) months prior written notice to SYNTA, such notice to be
provided no earlier than ninety (90) days before the end of the Research Term”.


 


8.             Financial Provisions.  The Development Event in Section 7.4(a) of
the Agreement is hereby changed from “Initiation of GLP Toxicology Study” to “Earlier
of JSC 


 


Portions of this Exhibit
were omitted and have been filed separately with the Secretary of the
Commission pursuant to Synta Pharmaceuticals Corp.’s application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.


 


4

















 


Approval of Clinical Candidate Selection or
Initiation of GLP Toxicology Study.”  In
addition, Sections 7.6.1 and 7.6.2 of the Agreement are revised in their
entirety to read as follows:


 


“7.6.1      Licensed Product Royalties.  ROCHE shall pay to SYNTA royalties on the
aggregate worldwide annual (on a calendar year basis) Net Sales of each
Licensed Product in the Territory, on a Licensed Product-by-Licensed Product
basis, as follows:


 


	
  Aggregate Worldwide
  Annual Net Sales of Licensed Product

  	
   

  	
  Royalty Rate

  	
   

  
	
  (i)

  	
   

  	
  First $[***]

  	
   

  	
  [***

  	
  ]%

  
	
  (ii)

  	
   

  	
  Portion above $[***] and up to and including $[***]

  	
   

  	
  [***

  	
  ]%

  
	
  (iii)

  	
   

  	
  Portion above $[***] and up to and including $[***]

  	
   

  	
  [***

  	
  ]%

  
	
  (iv)

  	
   

  	
  Portion above $[***]

  	
   

  	
  [***

  	
  ]%

  



 


7.6.2        Applicability of Royalty Rates to Net Sales in the Territory.  Royalties payable pursuant to
this Section 7.6 shall be paid at the rate applicable to the portion of
Net Sales within each of the Net Sales levels during the applicable calendar
year for such Licensed Product.  For
example, if, during a calendar year, aggregate worldwide annual Net Sales of a
particular Licensed Product were equal to $[***], then the royalties payable by ROCHE would be calculated by adding (i) the
royalties with respect to the first $[***] at the first-level percentage of [***] percent ([***]%) ($[***]), and (ii) the royalties with respect to the next $[***]
at the second-level percentage of [***] percent ([***]%) ($[***]), for a total royalty of $[***].”


 


9.             Clarifications.  Upon termination of the Research Term, ROCHE
shall return or provide to SYNTA or, at SYNTA’s request, destroy all
Confidential Information of either Party with respect to Retained Compounds and
all copies and reproductions thereof and such Confidential Information shall
thereafter be deemed to be Confidential Information of SYNTA, with SYNTA being
deemed to be the disclosing Party and ROCHE being deemed to be the receiving
Party with respect thereto; provided, however, that ROCHE’s legal
counsel may retain one copy of such Confidential Information for archival
purposes.  Notwithstanding the return or
destruction of such Confidential Information, ROCHE shall continue to be bound
by its obligations of confidentiality and other obligations under Article IX
of the Agreement.  During the Research
Term, any Collaboration Compound not then meeting the criteria to be a Licensed
Compound may be deemed to be a Licensed Compound by mutual written agreement of
the Parties.


 


Portions of this Exhibit
were omitted and have been filed separately with the Secretary of the
Commission pursuant to Synta Pharmaceuticals Corp.’s application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.


 


5

















 


10.           Patent Provisions.


 


(a)           Section 8.2.1
of the Agreement is revised in its entirety to read as follows:


 


“8.2.1.  Prosecution of SYNTA Patent Rights.  SYNTA shall have the first right to prepare,
file, prosecute and maintain SYNTA Patent Rights, [***] (subject to Sections
8.2.4.4(a) and 8.2.4.4(b)).  ROCHE
shall be given access to all documentation, filings and communications to or
from the respective patent offices in connection with the prosecution and
maintenance of the SYNTA Patent Rights, at reasonable times and upon reasonable
written notice, which access shall consist of review of said documentation,
filings and communications and receipt of copies thereof.  SYNTA shall keep ROCHE informed of the status
of all pending patent applications included in the SYNTA Patent Rights, and ROCHE
shall have the right to comment on the prosecution of such pending patent
applications and SYNTA, its agents and attorneys will implement the timely
suggestions and comments provided in good faith by ROCHE regarding any such
activities; provided  that, if SYNTA disagrees with ROCHE’s
suggestions and comments, then SYNTA shall have the right to bring this matter
to the JPC for resolution.  SYNTA shall
not discontinue prosecution or maintenance of any SYNTA Patent Rights
(including selection of countries for foreign filing or entry into the PCT
National Stage) without at least [***] ([***]) days’ prior written notice to
ROCHE.  If SYNTA decides to discontinue
prosecution or maintenance of any SYNTA Patent Rights, ROCHE shall have the
option to assume responsibility for prosecuting and maintaining such SYNTA
Patent Rights, at ROCHE’s sole expense, and in such case, except for a change
in responsibility for prosecuting and maintaining SYNTA Patent Rights under
this Section 8.2.1, no changes in ownership or licensing terms pertaining
to any SYNTA Patent Rights shall occur.”


 


(b)          Section 8.2.3
of the Agreement is revised in its entirety to read as follows:


 


“8.2.3.  Prosecution of Joint Patent Rights.  SYNTA shall be responsible for preparing,
filing, prosecuting, or maintaining Joint Patent Rights in appropriate
countries in the Territory.  The
out-of-pocket costs and expenses incurred to obtain, prosecute and maintain
Joint Patent Rights shall be [***] (subject to Sections 8.2.4.4(a) and
8.2.4.4(b)).  SYNTA shall keep ROCHE
informed of the status of all pending applications disclosing Joint Inventions,
and shall implement all of ROCHE’s timely suggestions and comments provided in
good faith regarding any aspect of such patent prosecution; provided  that,
if SYNTA disagrees with ROCHE’s suggestions and comments, then SYNTA shall have
the right to bring this matter to the JPC for resolution.  SYNTA shall not discontinue prosecution or
maintenance of any Joint Patent Right without at least [***] ([***]) days’
prior written notice to ROCHE.  If SYNTA
decides to discontinue prosecution or maintenance of any Joint Patent Rights,
ROCHE shall have the option to continue to prosecute and maintain such Joint
Patent Rights, at ROCHE’s sole expense, and in such case, except for the change
in responsibility for prosecuting and maintaining Joint Patent 


 


Portions of this Exhibit
were omitted and have been filed separately with the Secretary of the
Commission pursuant to Synta Pharmaceuticals Corp.’s application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.


 


6

















 


Rights under this Section 8.2.3, no
changes in ownership or licensing terms pertaining to any such Joint Patent
Rights shall occur.”


 


(c)           Section 8.2.4
of the Agreement is revised in its entirety to read as follows:


 


“8.2.4.     Joint Patent
Committee.


 


8.2.4.1.  Formation and Membership.  Within [***] ([***]) Business Days after the
Amendment Effective Date, SYNTA and ROCHE shall establish a joint patent
committee (“JPC”) comprised of an equal number of representatives (one (1) or
more as agreed by the Parties) from each of SYNTA and ROCHE.  Each Party may change any one or more of its
representatives to the JPC at any time upon written notice to the other
Party.  SYNTA’s participation on the JPC
after the expiration of the Research Term shall be at SYNTA’s election.


 


8.2.4.2.  Administrative Matters.  The JPC shall appoint a chairperson from
among its members, who will alternate annually between the representative(s) from
SYNTA and the representative(s) from ROCHE, with the first chairperson
(i.e., for calendar year 2010) to be a representative of SYNTA.  The chairperson shall be responsible for
calling meetings of the JPC, setting the meeting agendas and leading the
meetings.  A JPC member of the chairing
Party shall serve as secretary of such meetings.  The secretary shall promptly prepare and
distribute to all members of the JPC draft minutes of the meeting for review
and comment, including a list of any actions or decisions approved by the JPC,
with the goal of distributing final approved minutes of each JPC meeting within
thirty (30) days after the meeting.


 


8.2.4.3.  Meetings.  The JPC shall meet as needed, taking into account
the responsibilities of the JPC, but not less than once during each Contract
Year.  The location of JPC meetings shall
be as agreed by the Parties, and may be held in person (in which case such
meetings shall alternate between the offices of SYNTA and ROCHE), or by
telephone conference call or by videoconference.  Each Party shall use reasonable efforts to
cause its representatives to attend the meetings of the JPC.  If one or more representatives of a Party is
unable to attend a meeting, such Party may designate an alternate
representative to attend such meeting in place of each absent
representatives.  Either Party may also
request a special meeting of the JPC at any time by providing written notice to
the other Party.  Such meeting shall be
convened at 


 


Portions of this Exhibit
were omitted and have been filed separately with the Secretary of the
Commission pursuant to Synta Pharmaceuticals Corp.’s application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.


 


7
















 


such time as
may be mutually agreed upon by the Parties, but in any event shall be held
within fifteen (15) days after the date of such notice.


 


8.2.4.4.  Responsibilities.


 


(a)           The Parties,
through the JPC, shall annually review and approve (such approval not to be
unreasonably withheld, conditioned or delayed by either Party) an annual budget
for SYNTA’s preparation, filing, prosecution, and maintenance of SYNTA Patent
Rights and Joint Patent Rights (“Patent Budget”), with a view to having
an approved Patent Budget at least [***] ([***]) days prior to the start of
each Contract Year.  In addition, the
Parties, through the JPC, may periodically review and approve revisions to the
Patent Budget (“Revised Patent Budget”). 
[***]; provided, that (i) for the Contract Year
commencing January 1, 2010, the Patent Budget shall be $[***]; and (ii) if,
prior to the commencement of any given Contract Year after 2010, the JPC is
unable to agree upon the Patent Budget for such Contract Year, the Patent
Budget shall remain the same as the Patent Budget which was approved for the
immediately-prior Contract Year, unless and until otherwise mutually agreed by
the JPC.  Subject always to the
foregoing, (x) each Party shall have one (1) vote on the JPC with
respect to the Patent Budget or Revised Patent Budget for each Contract Year, (y) both
Parties must vote in the affirmative to approve the relevant Patent Budget or
Revised Patent Budget, which vote may be taken at a meeting, by teleconference
or videoconference or by written agreement, and (z) if the JPC does not
approve a Patent Budget at least [***] ([***]) days prior to the start of each
Contract Year, or if the amount of a proposed Revised Patent Budget is less
than the Patent Budget, then either Party may refer the matter to the JSC for
resolution pursuant to Section 3.2.4 (escalating to the Executive Officers
and then to arbitration pursuant to Section 13.2, if not earlier
resolved).


 


(b)           With regard
to any given Patent Right within the SYNTA Patent Rights or the Joint Patent
Rights, ROCHE shall have the option of [***]; provided  that, such
option shall be exercised by ROCHE by written notice to Synta and shall be
effective [***] ([***]) days from the date of such notice.  When such option becomes effective, and
subject to Sections 8.2.4.4(a), 8.2.4.4(b), and 8.2.4.4(c), a Revised Patent
Budget shall be proposed to the JPC, to reflect a subtraction or reallocation
of the costs and expenses for such non-paid Patent Right from the most recently
approved Patent Budget or Revised Patent Budget.


 


(c)           The JPC
shall also be a forum for discussing strategy with respect to the preparation,
filing, prosecution, maintenance and 


 


Portions of
this Exhibit were omitted and have been filed separately with the Secretary of
the Commission pursuant to Synta Pharmaceuticals Corp.’s application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.


 


8

















 


enforcement
of SYNTA Patent Rights, Joint Patent Rights and ROCHE Patent Rights, and
defense against actual or threatened infringement claims made by Third Parties
related to activities under this Agreement, but the Parties shall retain their
decision-making authority as set forth in Sections 8.2.2, 8.2.6, 8.3 and 8.4 of
the Agreement and Section 8.2.4.5 of this Amendment.  Otherwise, and except for any disputes with
respect to the amount of the Patent Budget or Revised Patent Budget (which
shall remain subject to resolution pursuant to Section 8.2.4.4(a)), Roche
shall have final decision-making authority over any disputes at the JPC.


 


8.2.4.5.  Consequences of Not Paying Patent Costs or
Incurring Costs Outside Patent Budget. 
If (a), pursuant to Section 8.2.4.4(b), ROCHE decides to not pay
for costs and expenses related to the preparation, filing, prosecution, and
maintenance of any given Patent Right within the SYNTA Patent Rights or the
Joint Patent Rights, or (b) if SYNTA decides to prepare, file, prosecute
and/or maintain any SYNTA Patent Rights or Joint Patent Rights, the costs of
which are not covered by the most recently approved Patent Budget or Revised
Patent Budget, and ROCHE does not pay for such costs, then: (i) any
exclusive licenses granted to ROCHE under such SYNTA Patent Rights or under
SYNTA’s rights to such Joint Patent Rights shall become non-exclusive in the
case of any such Patent Right to the extent that it claims screening techniques
or assays and shall otherwise terminate, (ii) notwithstanding anything in Section 8.2.1,
8.2.3 or 8.2.6 or this Section 8.2.4 to the contrary, ROCHE shall no
longer have the right to comment on the prosecution or extension of any pending
patent applications included in such SYNTA Patent Rights or Joint Patent
Rights, and SYNTA shall no longer have the obligation to consider or implement
suggestions and comments of, or cooperate with, ROCHE regarding any such
activities, and (iii) notwithstanding anything in Section 8.3.2,
8.3.4, 8.3.5, 8.3.6 or 8.4 or this Section 8.2.4 to the contrary, ROCHE
shall no longer have the right to comment on, or assume responsibility for, the
enforcement or defense of such SYNTA Patent Rights or Joint Patent Rights,
SYNTA shall no longer have the obligation to consider comments of ROCHE or to
consult with ROCHE regarding any such enforcement or defense activities and
ROCHE shall not receive any share of any damages, settlements, accounts of
profits or other financial compensation recovered with respect to such
enforcement activities.”


 


(d)           The
foregoing changes to Sections 8.2.1, 8.2.3 and 8.2.4 of the Agreement shall be
considered effective as of January 1, 2010; provided, that,
for purposes of Section 4(b) of this Amendment and Sections 12.6.7,
12.9 and 12.10.8 of the Agreement, Sections 8.2.1, 8.2.3 and 8.2.4 shall remain
unchanged.


 


Portions of this Exhibit
were omitted and have been filed separately with the Secretary of the
Commission pursuant to Synta Pharmaceuticals Corp.’s application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.


 


9

















 


11.           Affiliates.  Genentech and its subsidiaries shall be
Affiliates of ROCHE under the Agreement.


 


12.           Confidentiality.  The Parties will keep confidential the terms
of this Amendment except (a) as required by law, and (b) either Party
may disclose this Amendment as necessary to exercise or enforce such Party’s
rights under this Amendment.


 


13.           Survival.  The provisions of Sections 3, 4, 9, 10(d),
11, 12, 13 and 14 of this Amendment shall survive expiration or termination of
the Agreement for any reason.


 


14.           Effect on Agreement.  Except as amended by this Amendment, the
Agreement shall remain in full force and effect.  After the date of this Amendment, every
reference in the Agreement to the “Agreement” shall mean the Agreement as
amended by this Amendment.


 


[Remainder of page intentionally left blank.]


 


Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to Synta Pharmaceuticals Corp.’s
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.


 


10

















 


IN WITNESS WHEREOF, the
Parties have entered into this Amendment as of the Amendment Execution Date.


 


	
  SYNTA PHARMACEUTICALS CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Safi Bahcall

  	
   

  
	
  Name:  Safi Bahcall

  	
   

  
	
  Title: President and CEO

  	
   

  



 


	
  F. HOFFMANN-LA ROCHE LTD

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Nigel Sheall

  	
   

  	
  By:

  	
   /s/ [ILLEGIBLE]

  
	
  Name: Nigel Sheall

  	
   

  	
  Name:  [ILLEGIBLE]

  
	
  Title:   Head of Corporate Business Development

  	
   

  	
  Title:    Head Legal Pharma

  
						



 


 


	
  HOFFMANN-LA ROCHE INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Ivor MacLeod

  	
   

  
	
  Name:  Ivor MacLeod

  	
   

  
	
  Title:    Vice President & CFO

  	
   

  



 


[Execution Page]


 


Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to Synta Pharmaceuticals Corp.’s application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.


 

















 


EXHIBIT
A


 


Activities
for Q42009 and Calendar Year 2010


 


Both Parties shall be responsible for the conduct of
the Research and Development activities, as shown below:


 


[***]


 


Portions of this Exhibit
were omitted and have been filed separately with the Secretary of the
Commission pursuant to Synta Pharmaceuticals Corp.’s application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.


 


A-1

















 


EXHIBIT
B


 


BUDGETS
for Calendar Year 2010


 


[***]


 


Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to Synta Pharmaceuticals Corp.’s
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.


 


B-1

















 


EXHIBIT
C


 


Estimated
Best Case Timeline for Calendar Year 2010


 


The Parties agree and acknowledge that this plan
reflects, as of the Amendment Effective Date, the Parties’ good faith estimates
of the timing associated with the specified Development activities, which may
be subject to change.


 


[***]


 


Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to Synta Pharmaceuticals Corp.’s
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.


 


C-1

















 


EXHIBIT
D


 


CRAC Channel Blocker Project, JRDC
Report


 


[***]


 


Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to Synta Pharmaceuticals Corp.’s
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.


 


D-1